<PAGE>

                                                 Exhibit 4.1 - Form of Indenture


                             MEDIA GENERAL, INC.,
                                    Issuer


                                      and


                         THE GUARANTORS PARTY HERETO,
                                  Guarantors


                                      to


                                SunTrust Bank,
                                    Trustee


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

                                   INDENTURE
                                ---------------



                          Dated as of August 1, 2001



                            Senior Debt Securities
<PAGE>

                      Reconciliation and tie between the
            Trust Indenture Act of 1939 (the "Trust Indenture Act")
                               and the Indenture




    Trust Indenture Act                                          Indenture
          Section                                                 Section
    -------------------                                         -----------

  (ss)310(a)(1)..................................................   607
   (a)(2)........................................................   607
   (b)...........................................................   608
  (ss)312(a).....................................................   701
   (b)...........................................................   702
   (c)...........................................................   702
  (ss)313(a).....................................................   703
   (b)(2)........................................................   703
   (c)...........................................................   703
   (d)...........................................................   703
  (ss)314(a).....................................................   704
   (c)(1)........................................................   102
   (c)(2)........................................................   102
   (e)...........................................................   102
   (f)...........................................................   102
  (ss)316(a) (last sentence).....................................   101
   (a)(1)(A).....................................................   502, 512
   (a)(1)(B).....................................................   513
   (b)...........................................................   508
  (ss)317(a)(1)..................................................   503
   (a)(2)........................................................   504
   (b)...........................................................   1003
  (ss)318(a).....................................................   108


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

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

                               Table of Contents
                                                                         Page
                                                                         ----

                                  ARTICLE ONE


             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
<TABLE>
<CAPTION>
   <S>                                                                     <C>
   Section 101.   Definitions...........................................    2
   Section 102.   Compliance Certificates and Opinions..................   13
   Section 103.   Form of Documents Delivered to Trustee................   13
   Section 104.   Acts of Holders.......................................   14
   Section 105.   Notices, etc., to Trustee, Issuer and Guarantors......   16
   Section 106.   Notice to Holders of Securities; Waiver...............   16
   Section 107.   Language of Notices...................................   17
   Section 108.   Conflict with Trust Indenture Act.....................   17
   Section 109.   Effect of Headings and Table of Contents..............   17
   Section 110.   Successors and Assigns................................   18
   Section 111.   Separability Clause...................................   18
   Section 112.   Benefits of Indenture.................................   18
   Section 113.   Governing Law.........................................   18
   Section 114.   Legal Holidays........................................   18
   Section 115.   Counterparts..........................................   19
   Section 116.   No Recourse Against Others............................   19
   Section 117.   Currency Indemnity....................................   19
   Section 118.   No Security Interest Created..........................   20

                                   ARTICLE TWO


                                SECURITIES FORMS

   Section 201.   Forms Generally.......................................   20
   Section 202.   Form of Trustee's Certificate of Authentication.......   20
   Section 203.   Securities in Global Form.............................   21

                                  ARTICLE THREE


                                 THE SECURITIES

   Section 301.   Amount Unlimited; Issuable in Series..................   21
   Section 302.   Currency; Denominations...............................   25
   Section 303.   Execution, Authentication, Delivery and Dating........   25
   Section 304.   Temporary Securities..................................   27
   Section 305.   Registration, Transfer and Exchange...................   28
   Section 306.   Mutilated, Destroyed, Lost and Stolen Securities......   31
   Section 307.   Payment of Interest and Certain Additional Amounts;
                  Rights to Interest and Certain Additional Amounts
                  Preserved.............................................   32
   Section 308.   Persons Deemed Owners.................................   34
   Section 309.   Cancellation..........................................   35
   Section 310.   Computation of Interest...............................   35
   Section 311.   CUSIP Numbers.........................................   35
</TABLE>

                                       i
<PAGE>

                                                                          Page
                                                                          ----

                                  ARTICLE FOUR


                     SATISFACTION AND DISCHARGE OF INDENTURE

<TABLE>
<CAPTION>
   <S>                                                                    <C>
   Section 401.   Satisfaction and Discharge.............................  36
   Section 402.   Defeasance and Covenant Defeasance.....................  37
   Section 403.   Application of Trust Money.............................  41

                                  ARTICLE FIVE


                                    REMEDIES

   Section 501.   Events of Default......................................  42
   Section 502.   Acceleration of Maturity; Rescission and Annulment.....  44
   Section 503.   Collection of Indebtedness and Suits for Enforcement
                  by Trustee.............................................  45
   Section 504.   Trustee May File Proofs of Claim.......................  46
   Section 505.   Trustee May Enforce Claims without Possession
                  of Securities or Coupons...............................  46
   Section 506.   Application of Money Collected.........................  47
   Section 507.   Limitations on Suits...................................  47
   Section 508.   Unconditional Right of Holders to Receive Principal
                  and any Premium, Interest and Additional Amounts.......  48
   Section 509.   Restoration of Rights and Remedies.....................  48
   Section 510.   Rights and Remedies Cumulative.........................  48
   Section 511.   Delay or Omission Not Waiver...........................  49
   Section 512.   Control by Holders of Securities.......................  49
   Section 513.   Waiver of Past Defaults................................  49
   Section 514.   Waiver of Usury, Stay or Extension Laws................  50
   Section 515.   Undertaking for Costs..................................  50

                                   ARTICLE SIX


                                   THE TRUSTEE

   Section 601.   Certain Rights of Trustee..............................  50
   Section 602.   Notice of Defaults.....................................  52
   Section 603.   Not Responsible for Recitals or Issuance of Securities.  52
   Section 604.   May Hold Securities....................................  52
   Section 605.   Money Held in Trust....................................  53
   Section 606.   Compensation and Reimbursement.........................  53
   Section 607.   Corporate Trustee Required; Eligibility................  54
   Section 608.   Resignation and Removal; Appointment of Successor......  54
   Section 609.   Acceptance of Appointment by Successor.................  55
   Section 610.   Merger, Conversion, Consolidation or Succession to
                  Business...............................................  57
   Section 611.   Appointment of Authenticating Agent....................  57

                                  ARTICLE SEVEN


            HOLDERS LISTS AND REPORTS BY TRUSTEE, ISSUER AND GUARANTORS

   Section 701.   Issuer and Guarantors to Furnish Trustee Names and
                  Addresses of Holders...................................  59
   Section 702.   Preservation of Information; Communications to Holders.  59
   Section 703.   Reports by Trustee.....................................  59
   Section 704.   Reports by Issuer and Guarantors.......................  60
</TABLE>

                                      ii
<PAGE>

                                                                          Page
                                                                          ----

                                  ARTICLE EIGHT


                         CONSOLIDATION, MERGER AND SALES

<TABLE>
<CAPTION>
   <S>                                                                   <C>
   Section 801.   Issuer May Consolidate, Etc., Only on Certain Terms....  61
   Section 802.   Successor Person Substituted for Issuer................  62

                                  ARTICLE NINE


                             SUPPLEMENTAL INDENTURES

   Section 901.   Supplemental Indentures without Consent of Holders.....  62
   Section 902.   Supplemental Indentures with Consent of Holders........  63
   Section 903.   Execution of Supplemental Indentures...................  65
   Section 904.   Effect of Supplemental Indentures......................  65
   Section 905.   Reference in Securities to Supplemental Indentures.....  65
   Section 906.   Conformity with Trust Indenture Act....................  65

                                   ARTICLE TEN


                                    COVENANTS

   Section 1001.  Payment of Principal, any Premium, Interest and
                  Additional Amounts.....................................  65
   Section 1002.  Maintenance of Office or Agency........................  66
   Section 1003.  Money for Securities Payments to Be Held in Trust......  67
   Section 1004.  Additional Amounts.....................................  68
   Section 1005.  Legal Existence........................................  69
   Section 1006.  Limitation on Liens....................................  69
   Section 1007.  Limitations on Subsidiary Indebtedness.................  70
   Section 1008.  Subsequent Guarantor...................................  71
   Section 1009.  Limitation on Sale and Lease-Back Transactions.........  71
   Section 1010.  Application of Proceeds Upon a Disposition Condition...  72
   Section 1011.  Waiver of Certain Covenants............................  72
   Section 1012.  Issuer Statement as to Compliance; Notice of
                  Certain Defaults.......................................  73
   Section 1013.  Guarantor's Statement as to Compliance; Notice of
                  Certain Defaults.......................................  73

                                 ARTICLE ELEVEN


                            REDEMPTION OF SECURITIES

   Section 1101.  Applicability of Article...............................  74
   Section 1102.  Election to Redeem; Notice to Trustee..................  74
   Section 1103.  Selection by Trustee of Securities to be Redeemed......  74
   Section 1104.  Notice of Redemption...................................  75
   Section 1105.  Deposit of Redemption Price............................  76
   Section 1106.  Securities Payable on Redemption Date..................  76
   Section 1107.  Securities Redeemed in Part............................  78

                                 ARTICLE TWELVE


                       REPAYMENT AT THE OPTION OF HOLDERS

   Section 1201.  Applicability of Article...............................  78
   Section 1202.  Repayment of Securities................................  78
   Section 1203.  Exercise of Option.....................................  78
   Section 1204.  When Securities Presented for Repayment Become
                  Due and Payable........................................  79
   Section 1205.  Securities Repaid in Part..............................  80
</TABLE>

                                      iii
<PAGE>

                                                                          Page
                                                                          ----
<TABLE>
   <S>                                                                   <C>
   Section 1206.  Compliance with Exchange Act...........................  80

                                ARTICLE THIRTEEN


                        MEETINGS OF HOLDERS OF SECURITIES

   Section 1301.  Purposes for Which Meetings May Be Called..............  80
   Section 1302.  Call, Notice and Place of Meetings.....................  80
   Section 1303.  Persons Entitled to Vote at Meetings...................  81
   Section 1304.  Quorum; Action.........................................  81
   Section 1305.  Determination of Voting Rights; Conduct and
                  Adjournment of Meetings................................  82
   Section 1306.  Counting Votes and Recording Action of Meetings........  83

                                ARTICLE FOURTEEN


                                   GUARANTEES

   Section 1401.  Unconditional Guarantee................................  83
   Section 1402.  Operation of Guarantees................................  85
   Section 1403.  Termination of Guarantees; Reinstatement...............  85
</TABLE>

                                      iv
<PAGE>

                  INDENTURE, dated as of August 1, 2001 (the "Indenture"), among
MEDIA GENERAL, INC., a corporation duly organized and existing under the laws of
the Commonwealth of Virginia (hereinafter called the "Issuer"), having its
principal executive office located at 333 E. Franklin Street, Richmond,
Virginia, 23219, the Guarantors referred to below (the "Initial Guarantors") and
SUNTRUST BANK, a bank duly organized and existing under the laws of the State of
Georgia (hereinafter called the "Trustee"), having its Corporate Trust Office
located at 919 East Main Street, Richmond, Virginia 23219.

                                   Recitals

                  The execution and delivery by the Issuer of this Indenture to
provide for the issuance from time to time of the Issuer's senior unsecured
debentures, notes or other evidences of Indebtedness (as defined below)
(hereinafter called the "Securities"), unlimited as to principal amount, to bear
interest at fixed or floating rates, to mature at such time or times, to be
issued in one or more series and to have such other provisions as shall be fixed
as hereinafter provided, has been duly authorized.

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

                  In addition, each Initial Guarantor has duly authorized, and
each Subsequent Guarantor will duly authorize, the execution and delivery of
this Indenture insofar as it relates to the Guarantees provided for herein. All
things necessary to make this Indenture a valid agreement of such Guarantor, in
accordance with its terms, have been done.

                  This Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder that are required to
be part of this Indenture and, to the extent applicable, shall be governed by
such provisions.

                  Now, Therefore, This Indenture Witnesseth:

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

                                       1
<PAGE>

                                  ARTICLE ONE

            Definitions and Other Provisions of General Application

            Section 101.  Definitions.

            Except as otherwise expressly provided in or pursuant to this
Indenture or unless the context otherwise requires, for all purposes of this
Indenture:

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

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

            (3)     all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles and, except as otherwise herein expressly
         provided, the terms "generally accepted accounting principles" or
         "GAAP" with respect to any computation required or permitted hereunder
         shall mean such accounting principles as are generally accepted at the
         date of such computation;

            (4)     the words "herein", "hereof", "hereto" 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; and

            (5)     the word "or" is always used inclusively (for example, the
         phrase "A or B" means "A or B or both", not "either A or B but not
         both").

            Certain terms used principally in certain Articles hereof are
defined in those Articles.

                    "Act," when used with respect to any Holders, has the
meaning specified in Section 104.

                    "Additional Amounts" means any additional amounts which are
required hereby or by any Security, under circumstances specified herein or
therein, to be paid by the Issuer or the Guarantors in respect of certain taxes,
assessments or other governmental charges imposed on Holders specified therein
and which are owing to such Holders. Any reference in this Indenture to
principal of, premium, if any, or interest on the Securities shall be deemed
also to refer to any Additional Amounts that may be payable as set forth herein
and under the Securities.

                    "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

                                       2
<PAGE>

indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have the meanings
correlative to the foregoing.

                    "Attributable Debt" means, at the time of determination, the
present value (discounted at the interest rate, compounded semiannually, equal
to the discount rate that would be applicable to a Capitalized Lease Obligation
with a like term in accordance with GAAP) of the obligation of a lessee for net
rental payments during the remaining term of any lease (including any period for
which such lease has been extended) entered into in connection with a Sale and
Lease-Back Transaction.

                    "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 611 to act on behalf of the Trustee to authenticate
Securities of one or more series.

                    "Authorized Newspaper" means a newspaper, in an official
language of the place of publication or in the English language, customarily
published on each day that is a Business Day in the place of publication,
whether or not published on days that are Legal Holidays in the place of
publication, and of general circulation in each place in connection with which
the term is used or in the financial community of each such place. Where
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different newspapers in
the same city meeting the foregoing requirements and in each case on any day
that is a Business Day in the place of publication.

                    "Bearer Security" means any Security in the form established
pursuant to Section 201 which is payable to bearer.

                    "Board of Directors" means the board of directors of the
Issuer, any other committee of or created by that board or any one or more
senior officers designated by resolution of the board of directors as duly
authorized to act hereunder.

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

                    "Business Day", with respect to any Place of Payment, means,
unless otherwise specified with respect to any Securities pursuant to Section
301, any day other than a Saturday, Sunday or other day on which banking
institutions in such Place of Payment are authorized or required by law,
regulation or executive order to close.

                    "Capitalized Lease Obligation" means, as to any Person, any
obligation of such Person to pay rent or other amounts under a lease with
respect to any property (whether real, personal or mixed) acquired or leased by
such Person and used in its business that is required to be classified and
accounted for as a capital lease on the balance sheet of such Person in
accordance with GAAP and the amount of such Capitalized Lease Obligation shall
be the capitalized amount thereof at such time determined in accordance with
GAAP.

                                       3
<PAGE>

          "Code" means the Internal Revenue Code of 1986, as amended, together
with its predecessor.

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

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

          "Consolidated Total Assets" as of any date means the consolidated
total assets of a Person and its Subsidiaries as of such date determined on a
consolidated basis in accordance with GAAP.

          "Conversion Event" means the cessation of use of (i) a Foreign
Currency other than the Euro, both by the government of the country or the
confederation which issued such Foreign Currency and for the settlement of
transactions by a central bank or other public institutions of or within the
international banking community or (ii) a Foreign Currency consisting of the
Euro, both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Union.

          "Corporate Trust Office" means a corporate trust office of the Trustee
at which at any particular time its corporate trust business shall be
administered, which office at the date of original execution of this Indenture
is located at 919 East Main Street, Richmond, Virginia 23219, Attention:
Corporate Trust Division, 10/th/ Floor.

          "Corporation" includes corporations and limited liability companies
and, except for purposes of Article Eight, associations, companies and business
trusts.

          "Coupon" means any interest coupon appertaining to a Bearer Security.

          "Credit Agreement" or "Credit Agreements" means (i) the credit
agreement, dated June 29, 2001 (as amended from time to time), among the Issuer,
the Guarantors, the lenders and the agents named therein relating to the
Issuer's $1,000,000,000 revolving credit facility and (ii) any future unsecured
credit facility or lending arrangement for unsecured indebtedness of the Issuer
between the Issuer and one or more third party lenders.

          "Currency," with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as
the case may be, in which such payment, deposit or other transfer is required to
be made by or pursuant to the terms hereof or such Security and, with respect to
any other payment, deposit or transfer pursuant to or contemplated by the terms
hereof or such Security, means Dollars.

                                       4
<PAGE>

          "CUSIP number" means the alphanumeric designation assigned to a
Security by Standard & Poor's Corporation, CUSIP Service Bureau.

          "Defaulted Interest" has the meaning specified in Section 307.

          "Disposition Condition" means the sale or other disposition (by merger
or otherwise) by the Issuer of one or more Guarantors to any Person (other than
a Subsidiary of the Issuer) during any consecutive twelve month period for
which, in the aggregate, the assets of such Guarantors which are the subject of
such sale or other disposition during such period constitute more than 30% of
the Consolidated Total Assets of the Issuer, determined as of the date of the
most recent interim or fiscal year-end balance sheet of the Issuer filed with
the Commission prior to the date on which the first such sale or other
disposition occurs. For purposes of this Indenture, a sale or disposition (by
merger or otherwise) by a Guarantor of assets that constitute more than 30% of
the Consolidated Total Assets of the Issuer determined as set forth in the
preceding sentence shall constitute a sale or disposition (by merger or
otherwise) of such Guarantor by the Issuer.

          "Dollars" or "$" means a dollar or other equivalent unit of legal
tender for payment of public or private debts in the United States of America.

          "Euro" means the currency introduced at the start of the third stage
of European economic and monetary union pursuant to the Treaty establishing
European Community, as amended by the Treaty on European Union.

          "European Monetary System" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Community.

          "European Union" means the participating member states that adopt a
single currency in accordance with the Treaty establishing the European
Community, as amended by the Treaty on European Union.

          "Event of Default" has the meaning specified in Section 501.

          "Excess Amount" means, with respect to any Disposition Condition, the
excess of (a) the aggregate amount of the assets of the Guarantors which are the
subject of the related sales or other dispositions constituting such Disposition
Condition over (b) 30% of the Consolidated Total Assets of the Issuer,
determined as of the date of the most recent interim or fiscal year-end balance
sheet of the Issuer filed with the Commission prior to the date on which the
first such sale or other disposition constituting such Disposition Condition
occurs.

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

          "Foreign Currency" means any currency, currency unit or composite
currency, including, without limitation, the Euro, issued by the government of
one or more countries other than the United States of America or by any
recognized confederation or association of such governments.

                                       5
<PAGE>

          "GAAP" means such accounting principles as are generally accepted in
the United States of America as of the date or time of any computation required
hereunder.

          "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued Foreign Currency in which the
principal of or any premium or interest on such Security or any Additional
Amounts in respect thereof shall be payable, in each case where the payment or
payments thereunder are supported by the full faith and credit of such
government or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America or such other government or governments, in each case where the timely
payment or payments thereunder are unconditionally guaranteed as a full faith
and credit obligation by the United States of America or such other government
or governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depository
receipt.

          "Guarantee" or "Guarantees" means each full and unconditional
guarantee of the payment of the principal of, premium, if any, or interest on or
any Additional Amounts with respect to the Securities by a Guarantor, as more
fully set forth in Article Fourteen.

          "Guarantor" or "Guarantors" means the Initial Guarantors and any and
all Subsequent Guarantors in their capacities as guarantors of the Securities
issued hereunder.

          "Guarantor's Board of Directors" means, with respect to any Guarantor,
the Board of Directors of such Guarantor or any committee of that Board duly
authorized to act generally or in any particular respect for such Guarantor
hereunder.

          "Guarantor's Board Resolution" means, with respect to any Guarantor, a
copy of one or more resolutions, certified by the Secretary or an Assistant
Secretary of such Guarantor to have been duly adopted by such Guarantor's Board
of Directors and to be in full force and effect on the date such certification
is delivered to the Trustee.

          "Guarantor's Officers' Certificate" means, with respect to any
Guarantor, a certificate signed by any two Senior Officers, or by any Senior
Officer and any one Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of such Guarantor, that complies with the requirements of
Section 314(e) of the Trust Indenture Act.

          "Guarantor Request" and "Guarantor Order" mean, respectively, a
written request or order, as the case may be, signed in the name of a Guarantor
by any two Senior

                                       6
<PAGE>

Officers, or by any Senior Officer and any one Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of any such Guarantor, and
delivered to the Trustee.

          "Holder," in the case of any Registered Security, means the Person in
whose name such Security is registered in the Security Register and, in the case
of any Bearer Security, means the bearer thereof and, in the case of any Coupon,
means the bearer thereof.

          "Indebtedness" means of any Person at any date, (a) all indebtedness
of such Person for borrowed money or which is evidenced by a note, bond,
debenture or similar instrument, (b) all indebtedness of such Person for the
deferred purchase price of property or services (other than current trade
liabilities incurred in the ordinary course of business and payable in
accordance with customary practices), (c) all Capitalized Lease Obligations or
such Person, (d) all obligations of such Person in respect of acceptances or
letters of credit or similar instruments issued or created for the account of
such Person, (e) all guarantee obligations of such Person (but excluding any
guarantee of an agreement of a wholly-owned Subsidiary, if the obligation under
such agreement would not otherwise constitute Indebtedness if such Person had
entered into such agreement directly), (f) all obligations of such Person in
respect of interest rate hedge or protection agreements, (g) all redeemable
preferred stock of such Person and (h) all liabilities of the type described in
clauses (a) through (e) above secured by any lien on any property owned by such
Person even though such Person has not assumed or otherwise become liable for
the payment thereof; provided that the amount of any nonrecourse Indebtedness of
such Person shall be not more than an amount equal to the fair market value of
the property subject to such lien, as determined by such Person in good faith.
The Indebtedness of any Person shall include the Indebtedness of any partnership
in which such Person is a general partner, other than to the extent the
instrument or agreement evidencing such Indebtedness expressly limits liability
of such Person in respect thereof.

          "Indenture" means this instrument 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, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 301 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).

          "Independent Public Accountants" means accountants or a firm of
accountants that, with respect to the Issuer and the Guarantors and any other
obligor under the Securities, the Coupons or the Guarantees, are independent
public accountants within the meaning of the Securities Act, and the rules and
regulations promulgated by the Commission thereunder, who may be the independent
public accountants regularly retained by the Issuer or who may be other
independent public accountants. Such accountants or firm shall be entitled to
rely upon any Opinion of Counsel as to the interpretation of any legal matters
relating to this Indenture or certificates required to be provided hereunder.

          "Indexed Security" means a Security the terms of which provide that
the principal amount thereof payable at Stated Maturity may be more or less than
the principal face amount thereof at original issuance.

                                       7
<PAGE>

          "Initial Guarantor" or "Initial Guarantors" means Media General
Financial Services, Inc., a Virginia corporation, Media General Communications,
Inc., a Delaware corporation, MG Broadcasting of Birmingham Holdings, LLC, an
Alabama limited liability company, Media General Operations, Inc., a Delaware
corporation, The Tribune Company Holdings, Inc., a Delaware corporation, Media
General Broadcasting of South Carolina Holdings, Inc., a Delaware corporation,
MG Broadcasting of Birmingham II, LLC, an Alabama limited liability company,
Professional Communications Systems, Inc., a Florida corporation, NES II, Inc.,
a Virginia corporation, and Virginia Paper Manufacturing Corp., a Georgia
corporation, until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Initial Guarantor" and
"Initial Guarantors" shall mean such successor Person.

          "Interest", with respect to any Original Issue Discount Security which
by its terms bears interest only after Maturity, means interest payable after
Maturity and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 1004, includes such Additional
Amounts.

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

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

          "Issuer Order" and "Issuer Request" mean, respectively, a written
request or order, as the case may be, signed in the name of the Issuer by, any
two Senior Officers or by any Senior Officer and any one of the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Issuer, and
delivered to the Trustee.

          "Judgment Currency" has the meaning specified in Section 117.

          "Legal Holiday" means a day that is not a Business Day.

          "Maturity", 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 provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or repurchase,
notice of option to elect repayment or otherwise, and includes the Redemption
Date.

          "Office" or "Agency", with respect to any Securities, means an office
or agency of the Issuer maintained or designated in a Place of Payment for such
Securities pursuant to Section 1002 or any other office or agency of the Issuer
maintained or designated for such Securities pursuant to Section 1002 or, to the
extent designated or required by Section 1002 in lieu of such office or agency,
the Corporate Trust Office of the Trustee.

                                       8
<PAGE>

          "Officers' Certificate" means a certificate signed by any two Senior
Officers, or by any Senior Officer and any one of the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Issuer, that complies
with the requirements of Section 314(e) of the Trust Indenture Act and is
delivered to the Trustee.

          "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Issuer or a Guarantor or other counsel who shall
be reasonably acceptable to the Trustee, that, if required by the Trust
Indenture Act, complies with the requirements of Section 314(e) of the Trust
Indenture Act.

          "Original Issue Discount Security" means a Security issued pursuant to
this Indenture which provides for declaration of an amount less than the
principal face amount thereof to be due and payable upon acceleration pursuant
to Section 502.

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

          (a)  any such Security theretofore cancelled by the Trustee or the
               Security Registrar or delivered to the Trustee or the Security
               Registrar for cancellation;

          (b)  any such Security for whose payment at the Maturity thereof money
               in the necessary amount has been theretofore deposited pursuant
               hereto (other than pursuant to Section 402) with the Trustee or
               any Paying Agent (other than the Issuer or a Guarantor) in trust
               or set aside and segregated in trust by the Issuer or a Guarantor
               (if the Issuer shall act as its own, or authorizes a Guarantor to
               act as, Paying Agent) for the Holders of such Securities and any
               Coupons appertaining thereto, 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;

          (c)  any such Security with respect to which the Issuer has effected
               defeasance pursuant to the terms hereof, except to the extent
               provided in Section 402; and

          (d)  any such Security which has been paid pursuant to Section 306 or
               in exchange for or in lieu of which other Securities have been
               authenticated and delivered pursuant to this Indenture, unless
               there shall have been presented to the Trustee proof satisfactory
               to it that such Security is held by a bona fide purchaser in
               whose hands such Security is a valid obligation of the Issuer.

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent

                                       9
<PAGE>

or waiver hereunder or are present at a meeting of Holders of Securities for
quorum purposes, (i) the principal amount of an Original Issue Discount Security
that may be counted in making such determination and that shall be deemed to be
Outstanding for such purposes shall be equal to the amount of the principal
thereof that pursuant to the terms of such Original Issue Discount Security
would be declared (or shall have been declared to be) due and payable upon a
declaration of acceleration thereof pursuant to Section 502 at the time of such
determination, and (ii) the principal amount of any Indexed Security that may be
counted in making such determination and that shall be deemed outstanding for
such purpose shall be equal to the principal face amount of such Indexed
Security at original issuance, unless otherwise provided in or pursuant to this
Indenture, and (iii) the principal amount of a Security denominated in a Foreign
Currency shall be the Dollar equivalent, determined on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (i) above) of
such Security, and (iv) Securities owned by the Issuer or a Guarantor or any
other obligor upon the Securities, or any Affiliate of the Issuer or a Guarantor
or such other obligor, shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in making any
such determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee knows to be so owned shall be so disregarded. Securities
so owned which shall have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee (A)
the pledgee's right so to act with respect to such Securities and (B) that the
pledgee is not the Issuer or a Guarantor or any other obligor upon the
Securities or any Coupons appertaining thereto or an Affiliate of the Issuer or
a Guarantor or such other obligor.

          "Paying Agent" means any Person authorized by the Issuer to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Issuer.

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

          "Place of Payment," with respect to any Security, means The City of
New York or such other place or places where the principal of, or any premium or
interest on, or any Additional Amounts with respect to such Security are payable
as provided in or pursuant to this Indenture or such Security.

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same Indebtedness as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security or any Security to which
a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same Indebtedness as the lost, destroyed, mutilated or stolen
Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
appertains.

                                      10
<PAGE>

          "Readily Marketable Securities" means securities for which a public
market exists or which the Issuer reasonably believes can be reduced to cash
within twelve months of the receipt thereof.

          "Redemption Date", with respect to any Security or portion thereof to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture or such Security.

          "Redemption Price", with respect to any Security or portion thereof to
be redeemed, means the price at which it is to be redeemed as determined by or
pursuant to this Indenture or such Security.

          "Registered Security" means any Security established pursuant to
Section 201 which is registered in the Security Register.

          "Regular Record Date" for the interest payable on any Registered
Security on any Interest Payment Date therefor means the date, if any, specified
in or pursuant to this Indenture or such Security as the "Regular Record Date".

          "Repayment Date", with respect to any Security or portion thereof to
be repurchased at the option of the Holders thereof, means the date or dates
fixed for such repayment by or pursuant to this Indenture or such Security.

          "Responsible Officer" means any officer of the Trustee in its
Corporate Trust Office and also means, with respect to a particular corporate
trust matter, any other officer of the Trustee to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

          "Sale and Lease-Back Transaction" has the meaning specified in Section
1009.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of Indebtedness, as the case may
be, authenticated and delivered under this Indenture; provided, however, that,
if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities", with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

          "Senior Officer" means, with respect to the Issuer, the Chairman of
the Board of Directors, a Vice Chairman, the President or a Vice President.

                                      11
<PAGE>

          "Significant Subsidiary" of any Person means a Subsidiary that
qualifies as a "significant subsidiary" within the meaning of Regulation S-X
under the Securities Act.

          "Special Record Date" for the payment of any Defaulted Interest on any
Registered Security means a date fixed by the Trustee pursuant to Section 307.

          "Specified Currency" has the meaning specified in Section 117.

          "Stated Maturity", with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due and
payable.

          "Subsequent Guarantor" means any Subsidiary that after the date hereof
guarantees indebtedness of the Issuer under a Credit Agreement.

          "Subsidiary" of any Person means (i) any corporation, association or
other business entity of which more than 50% of the total voting power of shares
of capital stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers or trustees thereof is at the
time owned or controlled, directly or indirectly, by such Person or one or more
of the other Subsidiaries of such Person (or a combination thereof), (ii) any
partnership, limited liability company or similar pass-through entity, the sole
general partner or the managing general partner or managing member of which is
such Person or a Subsidiary of such Person and (iii) any partnership, limited
liability company or similar pass-through entity, the only general partners,
managing members, or persons, however designated in corresponding roles, of
which are such Person or of one or more Subsidiaries of such Person (or any
combination thereof).

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

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

          "United States," except as otherwise provided in or pursuant to this
Indenture or any Security, means the United States of America (including the
states thereof and the District of Columbia), its territories and possessions
and other areas subject to its jurisdiction.

                                      12
<PAGE>

          "United States Alien," except as otherwise provided in or pursuant to
this Indenture or any Security, means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

          "U.S. Depository" or "Depository" means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depository or Depository by the Issuer in or pursuant to this
Indenture, which Person must be, to the extent required by applicable law or
regulation, a clearing agency registered under the Exchange Act, and, if so
provided with respect to any Security, any successor to such Person. If at any
time there is more than one such Person, "U.S. Depository" or "Depository" shall
mean, with respect to any Securities, the qualifying entity which has been
appointed with respect to such Securities.

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

          Section 102. Compliance Certificates and Opinions.

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

          Section 103. Form of Documents Delivered to Trustee.

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

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

                                      13
<PAGE>

to such factual matters is in the possession of the Issuer or such Guarantor
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 or any Security, they may, but need not, be
consolidated and form one instrument.

          Section 104. Acts of Holders.

          (1)   Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by or pursuant to this Indenture to be given or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. If, but only if, Securities of a series are issuable as
Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be
given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article Twelve, or a combination of
such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Issuer and the Guarantors. Such instrument or instruments and
any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Holders signing such instrument
or instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any
Person of a Security, shall be sufficient for any purpose of this Indenture and
(subject to Section 315 of the Trust Indenture Act) conclusive in favor of the
Trustee, the Issuer or a Guarantor and any agent of the Trustee, the Issuer or
such Guarantor, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in
Section 1306.

          Without limiting the generality of this Section 104, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a U.S. Depository
that is a Holder of a global Security, may make, give or take, by a proxy, or
proxies, duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture to be made, given or taken by Holders, and a U.S. Depository that is a
Holder of a global Security may provide its proxy or proxies to the beneficial
owners of interests in any such global Security through such U.S. Depository's
standing instructions and customary practices.

          The Trustee shall fix a record date for the purpose of determining the
Persons who are beneficial owners of interest in any permanent global Security
held by a U.S. Depository entitled under the procedures of such U.S. Depository
to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided in or pursuant to this Indenture to be made, given or taken by

                                      14
<PAGE>

Holders. If such a record date is fixed, the Holders on such record date or
their duly appointed proxy or proxies, and only such Persons, shall be entitled
to make, give or take such request, demand, authorization, direction, notice,
consent, waiver or other Act, whether or not such Holders remain Holders after
such record date. No such request, demand, authorization, direction, notice,
consent, waiver or other Act shall be valid or effective if made, given or taken
more than 90 days after such record date.

          (2)   The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient and in accordance with such reasonable rules as the Trustee may
determine; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section.

          (3)   The ownership, principal amount and serial numbers of Registered
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same, shall be proved by the Security Register.

          (4)   The ownership, principal amount and serial numbers of Bearer
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same, may be proved by the production of such
Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary reasonably acceptable to the Issuer,
wherever situated, if such certificate shall be deemed by the Issuer and the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or
affidavit is deemed by the Trustee to be satisfactory. The Trustee, the Issuer
and the Guarantors may assume that such ownership of any Bearer Security
continues until (1) another certificate or affidavit bearing a later date issued
in respect of the same Bearer Security is produced, or (2) such Bearer Security
is produced to the Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer Security
is no longer Outstanding. The ownership, principal amount and serial numbers of
Bearer Securities held by the Person so executing such instrument or writing and
the date of the commencement and the date of the termination of holding the same
may also be proved in any other manner which the Issuer, the Guarantors and the
Trustee deem sufficient.

          (5)   If the Issuer or a Guarantor shall solicit from the Holders of
any Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Issuer or such Guarantor, as the case may be,
may at its option (but is not obligated to), by Board Resolution or Guarantor's
Board Resolution, fix in advance a record date for the determination of Holders
of Registered Securities entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act. 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
Registered Securities of record at the close of business on such record date
shall be deemed to be Holders for the purpose 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

                                      15
<PAGE>

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 of Registered Securities 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.

          (6)   Any request, demand, authorization, direction, notice, consent,
waiver or other Act by 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 or suffered to be done by the Trustee, any Security
Registrar, any Paying Agent or the Issuer in reliance thereon, whether or not
notation of such Act is made upon such Security.

          Section 105. Notices, etc., to Trustee, Issuer and Guarantors.

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

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

          (2)  the Issuer or a Guarantor by the Trustee or 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
     Issuer or such Guarantor, as the case may be, addressed to the attention of
     its Treasurer at the address of its principal office specified in the first
     paragraph of this instrument or at any other address previously furnished
     in writing to the Trustee by the Issuer or such Guarantor, as the case may
     be.

          Section 106. Notice to Holders of Securities; Waiver.

          Except as otherwise expressly provided in or pursuant to this
Indenture, where this Indenture provides for notice to Holders of Securities of
any event,

          (1)  such notice shall be sufficiently given to Holders of Registered
     Securities if in writing and mailed, first-class postage prepaid, to each
     Holder of a Registered Security 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; and

          (2)  such notice shall be sufficiently given to Holders of Bearer
     Securities, if any, if published in an Authorized Newspaper in The City of
     New York and, if such Securities are then listed on any stock exchange
     outside the United States, in an Authorized Newspaper in such city as the
     Issuer shall advise the Trustee that such stock exchange so requires, on a
     Business Day at least twice, the first such publication to be not

                                      16
<PAGE>

     earlier than the earliest date and the second such publication not later
     than the latest date prescribed for the giving of such notice.

          In any case where notice to Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
the 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.

          In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearers Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice mailed to
Holders of Registered Securities as provided above.

          Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

          Section 107. Language of Notices.

          Any request, demand, authorization, direction, notice, consent,
election or waiver required or permitted under this Indenture shall be in the
English language, except that, if the Issuer or such Guarantor, as the case may
be, so elects, any published notice may be in an official language of the
country of publication.

          Section 108. Conflict with Trust Indenture Act.

          If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act applicable hereto, such
required provision shall control.

          Section 109. 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.

                                      17
<PAGE>

          Section 110. Successors and Assigns.

          All covenants and agreements in this Indenture by the Issuer shall
bind its successors and assigns, whether so expressed or not.

          Section 111. Separability Clause.

          In case any provision in this Indenture, any Security or any Coupon
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 112. Benefits of Indenture.

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

          Section 113. Governing Law.

          THIS INDENTURE, THE SECURITIES AND ANY COUPONS SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTION 5-1401 OF NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD
TO THE CONFLICT OF LAW RULES THEREOF.

          Section 114. Legal Holidays.

          Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
convert or exchange Securities of a series that are convertible or exchangeable,
shall be a Legal Holiday at any Place of Payment for such Security, then
(notwithstanding any other provision of this Indenture, any Security or any
Coupon other than a provision in any Security or Coupon that states that such
provision shall apply in lieu of the following) payment need not be made at such
Place of Payment on such date, and such Securities need not be converted or
exchanged on such date but such payment may be made, and such Securities may be
converted or exchanged, on the next succeeding day that is a Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date or at the Stated Maturity or Maturity or on such last day for
conversion or exchange, and no interest shall accrue on the amount payable on
such date or at such time for the period from and after such Interest Payment
Date, Stated Maturity, Maturity or last day for conversion or exchange, as the
case may be, to the next succeeding Business Day.

                                      18
<PAGE>

          Section 115. Counterparts.

          This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

          Section 116. No Recourse Against Others.

          No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security or Guarantee, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, shareholder, officer or director, as such, past, present or
future, of the Issuer or any Guarantor, either directly or through the Issuer or
a Guarantor, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, shareholders, officers or
directors, as such, of the Issuer or any Guarantor, or any of them, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any
Security or Guarantee or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, shareholder, officer or director, as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any
Security or Guarantee or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Security or Guarantee.

          Section 117. Currency Indemnity.

          The Issuer and each Guarantor agrees, jointly and severally, to
indemnify the Holder of any Security or Guarantee, as the case may be, against
any loss incurred by such Holder as a result of any judgment or order being
given or made against the Issuer or any such Guarantor for any amount due in
respect of such Security or any such Guarantee and such judgment or order
requiring payment in a Currency (the "Judgment Currency") other than the
Currency in which such Security or such Guarantee, as the case may be, was
payable in accordance with its terms (the "Specified Currency"), and as a result
of any variation between (i) the rate of exchange at which the Specified
Currency amount is converted into the Judgment Currency for the purpose of such
judgment or order, and (ii) the rate of exchange at which such Holder, on the
date of payment of such judgment or order, is able to purchase the Specified
Currency with the amount of the Judgment Currency actually received by such
Holder, as the case may be. The foregoing indemnity constitutes a separate and
independent obligation of the Issuer and each Guarantor and continues in full
force and effect notwithstanding any such judgment or order as aforesaid. The
term "rate of exchange" includes any premiums and costs of exchange payable in
connection with the purchase of, or conversion into, the relevant Currency.

                                      19
<PAGE>

          Section 118. No Security Interest Created.

          Subject to the provisions of Section 1006, nothing in this Indenture
or in any Securities, express or implied, shall be construed to constitute a
security interest under the Uniform Commercial Code or similar legislation, as
now or hereafter enacted and in effect in any jurisdiction where property of the
Issuer or its Subsidiaries is or may be located.

                                  ARTICLE TWO
                               Securities Forms

          Section 201. Forms Generally.

          Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the form
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by or pursuant
to this Indenture or any indenture supplemental hereto and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Security or Coupon as evidenced by their execution of
such Security or Coupon.

          Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons
and shall not be issuable upon the exercise of warrants.

          Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officers of the Issuer executing such
Securities or Coupons, as evidenced by their execution of such Securities or
Coupons.

          Section 202. Form of Trustee's Certificate of Authentication.

          Subject to Section 611, the Trustee's certificate of authentication
shall be in substantially the following form:

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

                                    SUNTRUST BANK,
                                      as Trustee

                                    By______________________
                                       Authorized Signatory

                                      20
<PAGE>

          Section 203. Securities in Global Form.

          Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, any
such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Issuer Order to be delivered pursuant to Section 303 or 304 with respect
thereto. Subject to the provisions of Section 303 and, if applicable, Section
304, the Trustee shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Issuer Order. If an Issuer Order pursuant
to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Issuer with respect to a Security in global form shall be in
writing but need not be accompanied by or contained in an Officers' Certificate
and need not be accompanied by an Opinion of Counsel.

          Notwithstanding the provisions of Section 307, unless otherwise
specified in or pursuant to this Indenture or any Securities, payment of
principal of, any premium and interest on, and any Additional Amounts in respect
of, any Security in temporary or permanent global form shall be made to the
Person or Persons specified therein.

          Notwithstanding the provisions of Section 308 and except as provided
in the preceding paragraph, the Issuer, the Trustee and any agent of the Issuer
and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a global Security (i) in the case of a
global Security in registered form, the Holder of such global Security in
registered form, or (ii) in the case of a global Security in bearer form, the
Person or Persons specified pursuant to Section 301.

                                 ARTICLE THREE
                                The Securities

          Section 301. 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.

          With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in one or more Board Resolutions and, if
applicable, Guarantor's Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and, if applicable, Guarantor's Board Resolutions
and, subject to Section 303, set forth, or determined

                                      21
<PAGE>

in the manner provided, in an Officers' Certificate and, if applicable,
Guarantor's Officers' Certificate, or established in one or more indentures
supplemental hereto,

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

          (2)  any limit upon the aggregate principal amount of the Securities
     of the series that 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 Section 304, 305, 306, 905 or 1107);

          (3)  the percentage of the principal amount at which the Securities of
     the series will be issued and, if other than the principal amount thereof,
     the portion of the principal amount thereof payable upon declaration of
     acceleration of maturity thereof;

          (4)  the date or dates, or the method or methods by which such date or
     dates will be determined, on which the principal of (and premium, if any)
     the Securities of the series shall be payable;

          (5)  the rate or rates at which the Securities of the series shall
     bear interest, if any, or the method or methods by which such rate or rates
     shall be determined, the date or dates from which such interest shall
     accrue or the method or methods by which such date or dates shall be
     determined, the Interest Payment Dates on which such interest will be
     payable and the Regular Record Date, if any, for the interest payable on
     any Registered Security on any Interest Payment Date, or the method or
     methods by which such date shall be determined, and the basis upon which
     such interest shall be calculated if other than that of a 360-day year of
     twelve 30-day months;

          (6)  the place or places, if any, other than or in addition to The
     City of New York, where the principal of (or premium, if any), interest, if
     any, on, the Securities of the series shall be payable, any Registered
     Securities of the series may be surrendered for registration of transfer or
     exchange and notices or demands to or upon the Issuer in respect of the
     Securities of the series and this Indenture may be served;

          (7)  the date or dates on which, or the period or periods within
     which, the price or prices at which, the Currency or Currencies in which,
     and other terms and conditions upon which the Securities of the series are
     required to be redeemed, or may be redeemed in whole or in part, at the
     option of the Issuer, if the Issuer is to have the option;

          (8)  the obligation, if any, of the Issuer to redeem, repay or
     purchase Securities of the series pursuant to any sinking fund or analogous
     provision or at the option of a Holder thereof, and the date or dates on
     which, or the period or periods within which, the price or prices at which,
     the Currency or Currencies in which, and other terms and conditions upon
     which Securities of the series shall be redeemed, repaid or purchased, in
     whole or in part, pursuant to such obligation;

                                      22
<PAGE>

          (9)  if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which any Registered Securities of the series
     shall be issuable and, if other than denominations of $5,000 and any
     integral multiple thereof, the denomination or denominations in which any
     Bearer Securities of the series shall be issuable;

          (10) if other than the Trustee, the identity of each Security
     Registrar and/or Paying Agent;

          (11) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series that shall be payable upon
     acceleration of the Maturity thereof pursuant to Section 502 or the method
     by which such portion shall be determined;

          (12) if other than Dollars, the Foreign Currency or Currencies in
     which payment of the principal of (or premium, if any) or interest, if any,
     on the Securities of the series shall be payable or in which the Securities
     of the series shall be denominated;

          (13) whether the amount of payments of principal of (or premium, if
     any) or interest, if any, on the Securities of the series may be determined
     with reference to an index, formula or other method (which index, formula
     or method may be based, without limitation, on one or more Currencies,
     commodities, equity indices or other indices), and the manner in which each
     such amount shall be determined;

          (14) whether the principal of (or premium, if any) or interest, if
     any, on the Securities of the series are to be payable, at the election of
     the Issuer or a Holder thereof, in a Currency other than that in which such
     Securities are denominated or stated to be payable, the date or dates on
     which, or the period or periods within which, and the terms and conditions
     upon which, such election may be made, and the time and manner of, and
     identity of the exchange rate agent with responsibility for, determining
     the exchange rate between the Currency or Currencies in which such
     Securities are denominated or stated to be payable and the Currency or
     Currencies in which such Securities are to be so paid;

          (15) provisions, if any, granting special rights to the Holders of
     Securities of the series upon the occurrence of such events as may be
     specified;

          (16) any deletions from, modifications of or additions to the Events
     of Default or covenants of the Issuer or the Guarantors with respect to the
     Securities of the series or the related Guarantees, whether or not such
     Events of Default or covenants are consistent with the Events of Default or
     covenants set forth herein;

          (17) whether Securities of the series are to be issuable as Registered
     Securities, Bearer Securities (with or without coupons) or both, any
     restrictions applicable to the offer, sale or delivery of Bearer Securities
     and the terms upon which Bearer Securities of the series may be exchanged
     for Registered Securities of the series and vice versa (if permitted by
     applicable laws and regulations), whether any Securities of the series are
     to be issuable initially in temporary form and whether any Securities of
     the series are to be issuable in book-entry form and, if so, whether
     beneficial owners of interests in any

                                      23
<PAGE>

     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 305, and, if Registered Securities of the
     series are to be issuable as a global Security, the identity of the
     depositary for such series and arrangements relating thereto;

          (18) the date as of which any Bearer Securities of the series and any
     temporary global Security representing Outstanding Securities of the series
     shall be dated if other than the date of original issuance of the first
     Security of the series to be issued;

          (19) the Person to whom any interest on any Registered Security of the
     series shall be payable, if other than 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, the manner in
     which, or the Person to whom, any interest on any Bearer Security of the
     series shall be payable, if otherwise than upon presentation and surrender
     of the coupons appertaining thereto as they severally mature, and the
     extent to which, or the manner in which, any interest payable on a
     temporary global Security on an Interest Payment Date will be paid if other
     than in the manner provided in Section 304;

          (20) if either or both of Section 402(2) relating to defeasance or
     Section 402(3) relating to covenant defeasance shall not be applicable to
     the Securities of such series or any provisions in modification of, in
     addition to or in lieu of any of the provisions of Article Four;

          (21) if the Securities of such Series are convertible into and/or
     exchangeable for other securities, whether or not issued by the Issuer, and
     the terms and conditions upon which such Securities will be so convertible
     or exchangeable;

          (22) if the Securities of such series are to be issuable in definitive
     form (whether upon original issue or upon exchange of a temporary Security
     of such series) only upon receipt of certain certificates or other
     documents or satisfaction of other conditions, then the form and/or terms
     of such certificates, documents or conditions;

          (23) if the Securities of the series are to be issued upon the
     exercise of warrants, the time, manner and place for such Securities to be
     authenticated and delivered;

          (24) whether and under what circumstances the Issuer or the Guarantors
     will pay Additional Amounts on the Securities of the series or the
     Guarantees to any Holder who is not a United States person (including any
     modification to the definition of such term) in respect of any tax,
     assessment or governmental charge and, if so, whether the Issuer will have
     the option to redeem such Securities rather than pay such Additional
     Amounts (and the terms of such option);

          (25) whether the Securities of the series will be guaranteed by the
     Guarantors in accordance with Article Fourteen hereof;

                                      24
<PAGE>

          (26) any transfer restrictions applicable to the Securities of the
     series; and

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

          All Securities of any one series and all Coupons, if any, appertaining
to Bearer Securities of such series shall be substantially identical except as
to Currency of payments due thereunder, denomination and the rate of interest,
or method of determining the rate of interest, if any, Maturity, and the date
from which interest, if any, shall accrue and except as may otherwise be
provided by the Issuer in or pursuant to the Board Resolution and set forth in
the Officers' Certificate or in any indenture or indentures supplemental hereto
pertaining to such series of Securities. The terms of the Securities of any
series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon telephonic or written order of persons designated in the Officers'
Certificate or supplemental indenture (telephonic instructions to be promptly
confirmed in writing by such person) and that such persons are authorized to
determine, consistent with such Officers' Certificate or any applicable
supplemental indenture, such terms and conditions of the Securities of such
series as are specified in such Officers' Certificate or supplemental indenture.
All Securities of any one series need not be issued at the same time and, unless
otherwise so provided by the Issuer, a series may be reopened for issuances of
additional Securities of such series.

          If any of the terms of the Securities of any series shall be
established by action taken by or pursuant to one or more Board Resolutions or
Guarantor's Board Resolutions, such Board Resolutions and Guarantor's Board
Resolutions shall be delivered to the Trustee at or prior to the delivery of the
Officers' Certificate and the Guarantor's Officers' Certificate setting forth
the terms of the Securities of such series.

          Section 302.   Currency; Denominations.

          Unless otherwise provided in or pursuant to this Indenture, the
principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise provided
in or pursuant to this Indenture, Registered Securities denominated in Dollars
shall be issuable in registered form without Coupons in denominations of $1,000
and any integral multiple thereof, and the Bearer Securities denominated in
Dollars shall be issuable in the denomination of $5,000. Securities not
denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture.

          Section 303.   Execution, Authentication, Delivery and Dating.

          Securities shall be executed on behalf of the Issuer by its Chairman
of the Board, one of its Senior Officers or its Treasurer attested by one of its
Senior Officers, its Treasurer (unless its Treasurer shall have executed such
Securities on behalf of the Issuer), its Secretary or one of its Assistant
Secretaries. Coupons shall be executed on behalf of the Issuer by its Treasurer
or any of its Assistant Treasurers. The signature of any of these officers on
the Securities or any Coupons appertaining thereto may be manual or facsimile.

                                      25
<PAGE>

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

          At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Securities, together with any Coupons
appertaining thereto, executed by the Issuer, to the Trustee for authentication
and, provided that the Board Resolution and Officers' Certificate or
supplemental indenture or indentures with respect to such Securities referred to
in Section 301 and an Issuer Order for the authentication and delivery of such
Securities have been delivered to the Trustee, the Trustee in accordance with
the Issuer Order and subject to the provisions hereof and of such Securities
shall authenticate and deliver such Securities. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities and any Coupons appertaining thereto, the Trustee
shall be entitled to receive, and (subject to the applicable provisions of
Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully
protected in relying upon,

          (1)  an Opinion of Counsel to the effect that:

          (a)  the form or forms and terms of such Securities and Coupons, if
     any, have been established in conformity with the provisions of this
     Indenture;

          (b)  all conditions precedent to the authentication and delivery of
     such Securities and Coupons, if any, appertaining thereto, have been
     complied with and that such Securities, and Coupons, when completed by
     appropriate insertions, attested by duly authorized officers of the Issuer,
     delivered by duly authorized officers of the Issuer to the Trustee for
     authentication pursuant to this Indenture, and authenticated and delivered
     by the Trustee and issued by the Issuer in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute legally
     valid and binding obligations of the Issuer, enforceable against the Issuer
     in accordance with their terms, except as enforcement thereof may be
     subject to or limited by bankruptcy, insolvency, reorganization,
     moratorium, arrangement, fraudulent conveyance, fraudulent transfer or
     other similar laws relating to or affecting creditors' rights generally,
     and subject to general principles of equity (regardless of whether
     enforcement is sought in a proceeding in equity or at law) and will entitle
     the Holders thereof to the benefits of this Indenture, including the
     Guarantees; and

          (c)  all laws and requirements in respect of the execution and
     delivery by the Issuer of such Securities and Coupons, if any, have been
     complied with.

          (2) an Officers' Certificate and a Guarantor's Officers' Certificate
stating that, to the best knowledge of the Persons executing such certificate,
no event which is, or after notice or lapse of time would become, an Event of
Default with respect to any of the Securities shall have occurred and be
continuing.

                                      26
<PAGE>

          If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel and an Officers'
Certificate at the time of issuance of each Security, but such opinion and
certificate, with appropriate modifications, shall be delivered at or before the
time of issuance of the first Security of such series. After any such first
delivery, any separate request by the Issuer that the Trustee authenticate
Securities of such series for original issue will be deemed to be a
certification by the Issuer that all conditions precedent provided for in this
Indenture relating to authentication and delivery of such Securities continue to
have been complied with.

          The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any 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 if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken.

          Each Registered Security shall be dated the date of its
authentication. Each Bearer Security and any Bearer Security in global form
shall be dated as of the date specified in or pursuant to this Indenture.

          No Security or Coupon appertaining thereto 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 in Section 202 or 611 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
authorized officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 306 or 307, the Trustee
shall not authenticate and deliver any Bearer Security unless all Coupons
appertaining thereto then matured have been detached and cancelled.

          Section 304. Temporary Securities.

          Pending the preparation of definitive Securities, the Issuer may
execute and deliver to the Trustee and, upon Issuer Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 303, temporary
Securities in lieu thereof 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, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Issuer executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.

          Except in the case of temporary Securities in global form, which shall
be exchanged in accordance with the provisions thereof, if temporary Securities
are issued, the Issuer shall cause definitive Securities to be prepared without
unreasonable delay. After the preparation of definitive Securities of the same
series and containing terms and provisions that are identical to those of any
temporary Securities, such temporary Securities shall be

                                      27
<PAGE>

exchangeable for such definitive Securities upon surrender of such temporary
Securities at an Office or Agency for such Securities, without charge to any
Holder thereof. Upon surrender for cancellation of any one or more temporary
Securities (accompanied by any unmatured Coupons appertaining thereto), the
Issuer shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of authorized
denominations of the same series and containing identical terms and provisions;
provided, however, that no definitive Bearer Security, except as provided in or
pursuant to this Indenture, shall be delivered in exchange for a temporary
Registered Security; and provided, further, that a definitive Bearer Security
shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in or pursuant to this Indenture.
Unless otherwise provided in or pursuant to this Indenture with respect to a
temporary global Security, until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

          Section 305. Registration, Transfer and Exchange.

          With respect to the Registered Securities of each series, if any, the
Issuer shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
such series in which, subject to such reasonable regulations as it may
prescribe, the Issuer shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the Trustee shall be the initial Security Registrar for each
series of Securities. The Issuer shall have the right to remove and replace from
time to time the Security Registrar for any series of Securities; provided that
no such removal or replacement shall be effective until a successor Security
Registrar with respect to such series of Securities shall have been appointed by
the Issuer and shall have accepted such appointment by the Issuer. In the event
that the Trustee shall not be or shall cease to be Security Registrar with
respect to a series of Securities, it shall have the right to examine the
Security Register for such series at all reasonable times. There shall be only
one Security Register for each series of Securities.

          Upon surrender for registration of transfer of any Registered Security
of any series at any Office or Agency for such series, the Issuer shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series denominated as authorized in or pursuant to this Indenture, of a like
aggregate principal amount bearing a number not contemporaneously outstanding
and containing identical terms and provisions.

          At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
any Office or Agency for such series. Whenever any Registered Securities are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.

                                      28
<PAGE>

          If provided in or pursuant to this Indenture, with respect to
Securities of any series, at the option of the Holder, Bearer Securities of such
series may be exchanged for Registered Securities of such series containing
identical terms, denominated as authorized in or pursuant to this Indenture and
in the same aggregate principal amount, upon surrender of the Bearer Securities
to be exchanged at any Office or Agency for such series, with all unmatured
Coupons and all matured Coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured Coupon or Coupons
or matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Issuer
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Issuer and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in Section 1002, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such Office or Agency for such series in exchange for a
Registered Security of such series and like tenor after the close of business at
such Office or Agency 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 date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the Coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such Coupon
is so surrendered with such Bearer Security, such Coupon shall be returned to
the Person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, shall not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but shall be payable only
to the Holder of such Coupon when due in accordance with the provisions of this
Indenture.

          If provided in or pursuant to this Indenture with respect to
Securities of any series, at the option of the Holder, Registered Securities of
such series may be exchanged for Bearer Securities upon such terms and
conditions as may be provided in or pursuant to this Indenture with respect to
such series.

          Whenever any Securities are surrendered for exchange as contemplated
by the immediately preceding two paragraphs, the Issuer shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

          Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture, any global Security shall be exchangeable for
definitive Securities only if (i) the Depository is at any time unwilling,
unable or ineligible to continue as Depository and a successor depository is not
appointed by the Issuer within 90 days of the date the Issuer is so

                                      29
<PAGE>

informed in writing, (ii) the Issuer executes and delivers to the Trustee an
Issuer Order to the effect that such global Security shall be so exchangeable,
or (iii) an Event of Default has occurred and is continuing with respect to the
Securities. If the beneficial owners of interests in a global Security are
entitled to exchange such interests for definitive Securities as the result of
an event described in clause (i), (ii) or (iii) of the preceding sentence, then
without unnecessary delay but in any event not later than the earliest date on
which such interests may be so exchanged, the Issuer shall deliver to the
Trustee definitive Securities in such form and denominations as are required by
or pursuant to this Indenture, and of the same series, containing identical
terms and in aggregate principal amount equal to the principal amount of such
global Security, executed by the Issuer. On or after the earliest date on which
such interests may be so exchanged, such global Security shall be surrendered
from time to time by the U.S. Depository or such other Depository as shall be
specified in the Issuer Order with respect thereto, and in accordance with
instructions given to the Trustee and the U.S. Depository or such other
Depository, as the case may be (which instructions shall be in writing but need
not be contained in or accompanied by an Officers' Certificate or be accompanied
by an Opinion of Counsel), as shall be specified in the Issuer Order with
respect thereto to the Trustee, as the Issuer's agent for such purpose, to be
exchanged, in whole or in part, for definitive Securities as described above
without charge. The Trustee shall authenticate and make available for delivery,
in exchange for each portion of such surrendered 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 global
Security to be exchanged, which (unless such Securities are not issuable both as
Bearer Securities and as Registered Securities, in which case the definitive
Securities exchanged for the global Security shall be issuable only in the form
in which the Securities are issuable, as provided in or pursuant to this
Indenture) shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, as shall be specified by the beneficial owner
thereof, but subject to the satisfaction of any certification or other
requirements to the issuance of Bearer Securities; provided, however, that no
such exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities of the same series to be redeemed and
ending on the relevant Redemption Date; and provided, further, that (unless
otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States. Promptly following any
such exchange in part, such global Security shall be returned by the Trustee to
such Depository or the U.S. Depository, as the case may be, or such other
Depository or U.S. Depository referred to above in accordance with the
instructions of the Issuer referred to above. If a Registered Security is issued
in exchange for any portion of a global Security after the close of business at
the Office or Agency for such Security where such exchange occurs on or after
(i) any Regular Record Date for such Security and before the opening of business
at such Office or Agency on the next Interest Payment Date, or (ii) any Special
Record Date for such Security 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, interest shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but shall 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 global Security shall be payable in
accordance with the provisions of this Indenture.

                                      30
<PAGE>

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Issuer evidencing
the same debt and entitling the Holders thereof to the same benefits under this
Indenture and the Guarantees as the Securities surrendered upon such
registration of transfer or exchange.

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

                  No service charge shall be made for any registration of
transfer or exchange, or redemption of Securities, but the Issuer may require
payment of a sum sufficient to cover any tax or other governmental charge, other
than an exchange pursuant to Section 304, 905 or 1107 not involving any
transfer.

                  Except as otherwise provided in or pursuant to this Indenture,
the Issuer shall not be required (i) to issue, register the transfer of or
exchange any Securities during a period beginning at the opening of business 15
days before the day of the selection for redemption of Securities of like tenor
and the same series under Section 1103 and ending at the close of business on
the day of such selection, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except in
the case of any Security to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to exchange any Bearer Security so selected for redemption
except, to the extent provided with respect to such Bearer Security, that such
Bearer Security may be exchanged for a Registered Security of like tenor and the
same series, provided that such Registered Security shall be immediately
surrendered for redemption with written instruction for payment consistent with
the provisions of this Indenture or (iv) to issue, register the transfer of or
exchange any Security which, in accordance with its terms, has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.

                  Section 306. Mutilated, Destroyed, Lost and Stolen Securities.

                  If any mutilated Security or a Security with a mutilated
Coupon appertaining to it is surrendered to the Trustee, subject to the
provisions of this Section 306, the Issuer shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
containing identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

                  If there be delivered to the Issuer and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or Coupon, 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 Issuer or the Trustee that such Security or Coupon has been
acquired by a bona fide purchaser, the Issuer shall execute and, upon the
Issuer's request the Trustee shall authenticate and deliver, in exchange for or
in lieu of any such

                                      31
<PAGE>

mutilated, destroyed, lost or stolen Security or in exchange for the Security to
which a destroyed, lost or stolen Coupon appertains with all appurtenant Coupons
not destroyed, lost or stolen, a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons corresponding to the Coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen Coupon appertains.

                  Notwithstanding the foregoing provisions of this Section 306,
in case any mutilated, destroyed, lost or stolen Security or Coupon has become
or is about to become due and payable, the Issuer in its discretion may, instead
of issuing a new Security, pay such Security or Coupon; provided, however, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an Office or Agency for such Securities located
outside the United States and, unless otherwise provided in or pursuant to this
Indenture, any interest on Bearer Securities and any Additional Amounts with
respect to such interest shall be payable only upon presentation and surrender
of the Coupons appertaining thereto.

                  Upon the issuance of any new Security under this Section, the
Issuer 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, with any Coupons appertaining thereto
issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security, or in exchange for a Security to which a destroyed, lost or stolen
Coupon appertains shall constitute a separate obligation of the Issuer, whether
or not the destroyed, lost or stolen Security and Coupons appertaining thereto
or the destroyed, lost or stolen Coupon shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture and the
Guarantees equally and proportionately with any and all other Securities of such
series and any Coupons, if any, duly issued hereunder.

                  The provisions of this Section, as amended or supplemented
pursuant to this Indenture with respect to particular Securities or generally,
shall be 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 or Coupons.

                  Section 307.  Payment of Interest and Certain Additional
                                Amounts; Rights to Interest and Certain
                                Additional Amounts Preserved.

                  Unless otherwise provided in or pursuant to this Indenture,
any interest on and any Additional Amounts with respect to any Registered
Security which shall be payable, and are punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities) is registered as of the close
of business on the Regular Record Date for such interest. Unless otherwise
provided in or pursuant to this Indenture, in case a Bearer Security is
surrendered in exchange for a Registered Security after the close of business at
an Office or Agency for such Security on any Regular Record Date therefor and
before the opening of business at such Office or Agency on the next succeeding

                                      32
<PAGE>

Interest Payment Date therefor, such Bearer Security shall be surrendered
without the Coupon relating to such Interest Payment Date and interest shall not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but shall be payable only to the
Holder of such Coupon when due in accordance with the provisions of this
Indenture.

                  Unless otherwise provided in or pursuant to this Indenture,
any interest on and any Additional Amounts with respect to any Registered
Security which shall be payable, but shall not be punctually paid or duly
provided for, on any Interest Payment Date for such Registered Security (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
thereof on the relevant Regular Record Date by virtue of having been such
Holder; and such Defaulted Interest may be paid by the Issuer, at its election,
as provided in clause (1) or (2) below:

                  (1)     The Issuer may elect to make payment of any Defaulted
         Interest to the Person in whose name such Registered Security (or a
         Predecessor Security thereof) shall be 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 Issuer
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on such Registered Security and the date of the
         proposed payment, and at the same time the Issuer shall deposit with
         the Trustee an amount of money 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 on or prior
         to the date of the proposed payment, such money when so deposited to be
         held in trust for the benefit of the Person 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 Issuer of such Special Record Date
         and, in the name and at the expense of the Issuer shall cause notice of
         the proposed payment of such Defaulted Interest and the Special Record
         Date therefor to be mailed, first-class postage prepaid, to the Holder
         of such Registered Security (or a Predecessor Security thereof) at his
         address as it appears in the Security Register not less than 10 days
         prior to such Special Record Date. The Trustee may, in its discretion,
         in the name and at the expense of the Issuer cause a similar notice to
         be published at least once in an Authorized Newspaper of general
         circulation in the Borough of Manhattan, The City of New York, but such
         publication shall not be a condition precedent to the establishment of
         such Special Record Date. Notice of the proposed payment of such
         Defaulted Interest and the Special Record Date therefor having been
         mailed as aforesaid, such Defaulted Interest shall be paid to the
         Person in whose name such Registered Security (or a Predecessor
         Security thereof) shall be registered at the close of business on such
         Special Record Date and shall no longer be payable pursuant to the
         following clause (2). In case a Bearer Security is surrendered at the
         Office or Agency for such Security in exchange for a Registered
         Security after the close of business at such Office or Agency on any
         Special Record Date and before the opening of business at such Office
         or Agency on the related

                                      33
<PAGE>

         proposed date for payment of Defaulted Interest, such Bearer Security
         shall be surrendered without the Coupon relating to such Defaulted
         Interest and Defaulted Interest shall not be payable on such proposed
         date of payment in respect of the Registered Security issued in
         exchange for such Bearer Security, but shall be payable only to the
         Holder of such Coupon when due in accordance with the provisions of
         this Indenture.

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

               Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Issuer, interest on Registered Securities other
than global Securities that bear interest may be paid by mailing a check to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by transfer to an account maintained by the payee with a
bank located in the United States.

               Subject to the foregoing provisions of this Section and
Section 305, 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.

               In the case of any Registered Security of any series that is
convertible, which Registered Security is converted after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Registered Security with respect to which the Stated Maturity is prior to
such Interest Payment Date), interest with respect to which the Stated Maturity
is on such Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion, and such interest (whether or not punctually
paid or duly provided for) shall be paid to the Person in whose name that
Registered Security (or one or more predecessor Registered Securities) is
registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Registered Security which is converted, interest with respect to which
the Stated Maturity is after the date of conversion of such Registered Security
shall not be payable.

               Section 308.    Persons Deemed Owners.

               Prior to due presentment of a Registered Security for
registration of transfer, the Issuer, the Guarantors, the Trustee and any agent
of the Issuer, a Guarantor or the Trustee may treat the Person in whose name
such Registered Security is registered in the Security Register as the owner of
such Registered Security for the purpose of receiving payment of principal of,
any premium and (subject to Sections 305 and 307) interest on and any Additional
Amounts with respect to such Registered Security and for all other purposes
whatsoever, whether or not any payment with respect to such Registered Security
shall be overdue, and none of the Issuer, a

                                      34
<PAGE>

Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee
shall be affected by notice to the contrary.

                  The Issuer, the Guarantors, the Trustee and any agent of the
Issuer, a Guarantor or the Trustee may treat the bearer of any Bearer Security
or the bearer of any Coupon as the absolute owner of such Security or Coupon for
the purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not any payment with respect to such Security or
Coupon shall be overdue, and none of the Issuer, a Guarantor, the Trustee or any
agent of the Issuer, a Guarantor or the Trustee shall be affected by notice to
the contrary.

                  No owner of any beneficial interest in any global Security
held on its behalf shall have any rights under this Indenture with respect to
such global Security, and the depository in whose name such Security is
registered may be treated by the Issuer, the Guarantors, the Trustee, and any
agent of the Issuer, a Guarantor or the Trustee as the owner and Holder of such
global Security for all purposes whatsoever. None of the Issuer, the Guarantors,
the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

                  Section 309.   Cancellation.

                  All Securities and Coupons surrendered for payment,
redemption, registration of transfer, exchange or conversion or for credit
against any sinking fund payment shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee, and any such Securities and Coupons,
as well as Securities and Coupons surrendered directly to the Trustee for any
such purpose, shall be cancelled promptly by the Trustee. The Issuer may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Securities so delivered shall be cancelled promptly
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 or pursuant to this Indenture. All cancelled Securities and Coupons
held by the Trustee shall be disposed of by the Trustee in accordance with its
procedures in effect regarding the disposition of cancelled Securities as of the
date of such disposition, unless by an Issuer Order the Issuer directs their
return to it.

                  Section 310.   Computation of Interest.

                  Except as otherwise provided in or pursuant to this Indenture
or in any Security, interest on the Securities shall be computed on the basis of
a 360-day year of twelve 30-day months.

                  Section 311.       CUSIP Numbers.

                  The Issuer in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a

                                      35
<PAGE>

convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Issuer will promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                 ARTICLE FOUR
                     Satisfaction and Discharge of Indenture

               Section 401.   Satisfaction and Discharge.

               Upon the direction of the Issuer by an Issuer Order, this
Indenture shall cease to be of further effect with respect to any series of
Securities specified in such Issuer Order, and any Coupons appertaining thereto,
and the Trustee, on receipt of an Issuer Order at the expense of the Issuer,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture as to such series, when

               (1)     either

                       (a)    all Securities of such series theretofore
       authenticated and delivered and all Coupons appertaining thereto (other
       than (i) Coupons appertaining to Bearer Securities of such series
       surrendered in exchange for Registered Securities of such series and
       maturing after such exchange whose surrender is not required or has been
       waived as provided in Section 305, (ii) Securities and Coupons of such
       series which have been destroyed, lost or stolen and which have been
       replaced or paid as provided in Section 306, (iii) Coupons appertaining
       to Securities of such series called for redemption and maturing after the
       relevant Redemption Date whose surrender has been waived as provided in
       Section 1107, and (iv) Securities and Coupons of such series for whose
       payment money has theretofore been deposited in trust or segregated and
       held in trust by the Issuer and thereafter repaid to the Issuer or
       discharged from such trust, as provided in Section 1003) have been
       delivered to the Trustee for cancellation; or

                       (b)    all Securities of such series and, in the case of
       (i) or (ii) below, any Coupons appertaining thereto 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)  if redeemable at the option of the Issuer, 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 Issuer,

                                      36
<PAGE>

         and the Issuer, in the case of (i), (ii) or (iii) above, has deposited
         or caused to be deposited with the Trustee as trust funds in trust for
         such purpose, money in the Currency in which such Securities are
         payable in an amount sufficient to pay and discharge the entire
         indebtedness on such Securities and any Coupons appertaining thereto
         not theretofore delivered to the Trustee for cancellation, including
         the principal of, any premium and interest on, and any Additional
         Amounts with respect to such Securities and any Coupons appertaining
         thereto, to the date of such deposit (in the case of Securities which
         have become due and payable) or to the Maturity thereof, as the case
         may be;

               (2)    the Issuer or the Guarantors have paid or caused to be
         paid all other sums payable hereunder by the Issuer and the Guarantors
         with respect to the Outstanding Securities of such series and any
         Coupons appertaining thereto; and

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

               In the event there are Securities of two or more series
hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Securities of such series as to which it is Trustee and if the other
conditions thereto are met.

               Notwithstanding the satisfaction and discharge of this Indenture
with respect to any series of Securities, the obligations of the Issuer to the
Trustee under Section 605 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations
of the Issuer, the Guarantors and the Trustee with respect to the Securities of
such series under Sections 305, 306, 403, 1002 and 1003, with respect to the
payment of Additional Amounts, if any, with respect to such Securities as
contemplated by Section 1004 (but only to the extent that the Additional Amounts
payable with respect to such Securities exceed the amount deposited in respect
of such Additional Amounts pursuant to Section 401(1)(b)), and with respect to
any rights to exchange such Securities into other securities shall survive.

               Section 402.    Defeasance and Covenant Defeasance.

               (1)  Unless pursuant to Section 301, either or both of (i)
defeasance of the Securities of or within a series under clause (2) of this
Section 402 shall not be applicable with respect to the Securities of such
series or (ii) covenant defeasance of the Securities of or within a series under
clause (3) of this Section 402 shall not be applicable with respect to the
Securities of such series, then such provisions, together with the other
provisions of this Section 402 (with such modifications thereto as may be
specified pursuant to Section 301 with respect to any Securities), shall be
applicable to such Securities and any Coupons appertaining thereto, and the
Issuer may at its option by Board Resolution, at any time, with respect to such
Securities and any Coupons appertaining thereto, elect to have Section 402(2) or
Section 402(3) be applied to such

                                      37
<PAGE>

Outstanding Securities and any Coupons appertaining thereto upon compliance with
the conditions set forth below in this Section 402.

          (2)  Upon the Issuer's exercise of the above option applicable to this
Section 402(2) with respect to any Securities of or within a series, the Issuer
shall be deemed to have been discharged from its obligations with respect to
such Outstanding Securities and any Coupons appertaining thereto, respectively,
on the date the conditions set forth in clause (4) of this Section 402 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Issuer shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities and any Coupons
appertaining thereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of clause (5) of this Section 402 and the other Sections of
this Indenture referred to in clauses (i) and (ii) below, and to have satisfied
all of its other obligations under such Securities and any Coupons appertaining
thereto and this Indenture insofar as such Securities and any Coupons
appertaining thereto are concerned (and the Trustee, at the expense of the
Issuer, shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Outstanding Securities and any
Coupons appertaining thereto to receive, solely from the trust fund described in
clause (4) of this Section 402 and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any) and interest, if
any, on, and Additional Amounts, if any, with respect to, such Securities and
any Coupons appertaining thereto when such payments are due, and any rights of
such Holder to convert or exchange such Securities into Common Stock or other
securities, (ii) the obligations of the Issuer and the Trustee with respect to
such Securities under Sections 305, 306, 1002 and 1003 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated by
Section 1004 (but only to the extent that the Additional Amounts payable with
respect to such Securities exceed the amount deposited in respect of such
Additional Amounts pursuant to Section 401(4)(a) below), and with respect to any
rights to exchange such Securities into other securities, (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Section 402. The Issuer may exercise its option under this Section 402(2)
notwithstanding the prior exercise of its option under clause (3) of this
Section 402 with respect to such Securities and any Coupons appertaining
thereto.

          (3)  Upon the Issuer's exercise of the above option applicable to this
Section 402(3) with respect to any Securities of or within a series, the Issuer
shall be released from its obligations under Section 1006, Section 1007, Section
1009 and Section 1010 and, to the extent specified pursuant to Section 301, any
other covenant applicable to such Securities, with respect to such Outstanding
Securities and any Coupons appertaining thereto, on and after the date the
conditions set forth in clause (4) of this Section 402 are satisfied
(hereinafter, "covenant defeasance"), and such Securities and any Coupons
appertaining thereto shall thereafter be deemed to be not "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with any such covenant, but shall
continue to be deemed "Outstanding" for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to such Outstanding
Securities and any Coupons appertaining thereto, the Issuer may omit to comply
with, and shall have no liability in respect of, any term, condition or
limitation set forth in any such Section or such other

                                      38
<PAGE>

covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or such other covenant or by reason of reference in
any such Section or such other covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a default or an
Event of Default under Section 501(4) or 501(9) or otherwise, as the case may
be, but, except as specified above, the remainder of this Indenture and such
Securities and Coupons appertaining thereto shall be unaffected thereby.

               (4)  The following shall be the conditions to application of
clause (2) or (3) of this Section 402 to any Outstanding Securities of or within
a series and any Coupons appertaining thereto:

               (a)  The Issuer shall irrevocably have deposited or caused to be
          deposited with the Trustee (or another trustee satisfying the
          requirements of Section 607 who shall agree to comply with the
          provisions of this Section 402 applicable to it) 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 and any Coupons appertaining thereto, (1)
          an amount of funds in Dollars or in the Foreign Currency in which such
          Securities and any Coupons appertaining thereto are then specified as
          payable at Stated Maturity, or (2) Government Obligations applicable
          to such Securities and Coupons appertaining thereto (determined on the
          basis of the Currency in which such Securities and Coupons
          appertaining thereto are then specified as payable at Stated Maturity)
          which through the scheduled payment of principal and interest in
          respect thereof in accordance with their terms will provide, not later
          than one day before the due date of any payment of principal of (and
          premium, if any) and interest, if any, on such Securities and any
          Coupons appertaining thereto, money in an amount, or (3) a combination
          thereof, in any case, in an amount, sufficient, without consideration
          of any reinvestment of such principal and interest, 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, (y) the principal of
          (and premium, if any) and interest, if any, on such Outstanding
          Securities and any Coupons appertaining thereto on the Stated Maturity
          of such principal or installment of principal or interest and (z) any
          mandatory sinking fund payments or analogous payments applicable to
          such Outstanding Securities and any Coupons appertaining thereto on
          the day on which such payments are due and payable in accordance with
          the terms of this Indenture and of such Securities and any Coupons
          appertaining thereto.

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

               (c)  No Event of Default or event which with notice or lapse of
          time or both would become an Event of Default with respect to such
          Securities and any Coupons appertaining thereto shall have occurred
          and be continuing on the date of such deposit and, with respect to
          defeasance only, at any time during the period ending on the 91st
          day

                                          39
<PAGE>

     after the date of such deposit (it being understood that this condition
     shall not be deemed satisfied until the expiration of such period).

          (d)   In the case of an election under clause (2) of this Section 402,
     the Issuer shall have delivered to the Trustee an Opinion of Counsel
     stating that (i) the Issuer has received from the Internal Revenue Service
     a letter ruling, or there has been published by the Internal Revenue
     Service a revenue ruling, or (ii) there has been a change in the applicable
     Federal income tax law, in either case to the effect that, and based
     thereon such opinion shall confirm that, the Holders of such Outstanding
     Securities and any Coupons appertaining thereto 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.

          (e)   In the case of an election under clause (3) of this Section 402,
     the Issuer shall have delivered to the Trustee an Opinion of Counsel to the
     effect that the Holders of such Outstanding Securities and any Coupons
     appertaining thereto 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.

          (f)   The Issuer shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent to the defeasance or covenant defeasance under clause (2) or (3)
     of this Section 402 (as the case may be) have been complied with.

          (g)   Notwithstanding any other provisions of this Section 402(4),
     such defeasance or covenant defeasance shall be effected in compliance with
     any additional or substitute terms, conditions or limitations which may be
     imposed on the Issuer in connection therewith pursuant to Section 301.

          (5)   Subject to the provisions of the last paragraph of Section 1003,
all money and Government Obligations (or other assets as may be provided
pursuant to Section 301) (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
402(5) and Section 403, the "Trustee") pursuant to clause (4) of Section 402 in
respect of any Outstanding Securities of any series and any Coupons appertaining
thereto shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and any Coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities and any Coupons appertaining
thereto of all sums due and to become due thereon in respect of principal (and
premium, if any) and interest and Additional Amounts, if any, but such money
need not be segregated from other funds except to the extent required by law.

                                      40
<PAGE>

          Unless otherwise specified in or pursuant to this Indenture or any
Security, if, after a deposit referred to in Section 402(4)(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to the terms of such Security to receive
payment in a Currency other than that in which the deposit pursuant to Section
402(4)(a) has been made in respect of such Security, or (b) a Conversion Event
occurs in respect of the Foreign Currency in which the deposit pursuant to
Section 402(4)(a) has been made, the indebtedness represented by such Security
and any Coupons appertaining thereto shall be deemed to have been, and will be,
fully discharged and satisfied through the payment of the principal of (and
premium, if any), and interest, if any, on, and Additional Amounts, if any, with
respect to, such Security as the same becomes due out of the proceeds yielded by
converting (from time to time as specified below in the case of any such
election) the amount or other assets deposited in respect of such Security into
the Currency in which such Security becomes payable as a result of such election
or Conversion Event based on (x) in the case of payments made pursuant to clause
(a) above, the applicable market exchange rate for such Currency in effect on
the second Business Day prior to each payment date, or (y) with respect to a
Conversion Event, the applicable market exchange rate for such Foreign Currency
in effect (as nearly as feasible) at the time of the Conversion Event.

          The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge, imposed on or assessed against the Government Obligations
deposited pursuant to this Section 402 or the principal or 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 such Outstanding Securities and any Coupons
appertaining thereto.

          Anything in this Section 402 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request
any money or Government Obligations (or other assets and any proceeds therefrom)
held by it as provided in clause (4) of this Section 402 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 to effect a
defeasance or covenant defeasance, as applicable, in accordance with this
Section 402.

          Section 403. Application of Trust Money.

          Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations deposited with the Trustee pursuant to Section
401 or 402 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the Coupons and this Indenture, to the payment,
either directly or through any Paying Agent (including the Issuer acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal, premium, interest and Additional Amounts for whose payment
such money has or Government Obligations have been deposited with or received by
the Trustee; but such money and Government Obligations need not be segregated
from other funds except to the extent required by law.

                                      41
<PAGE>

                                 ARTICLE FIVE
                                   Remedies

          Section 501. 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 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),
unless such event is specifically deleted or modified in or pursuant to the
supplemental indenture, Board Resolution or Officers' Certificate establishing
the terms of such Series pursuant to this Indenture:

          (1)   default in the payment of any interest on or any Additional
Amounts payable in respect of any Security of such series when such interest
becomes or such Additional Amounts become due and payable, and continuance of
such default for a period of 30 days; or

          (2)   default in the payment of the principal of or any premium on any
Security of such series when it becomes due and payable at its Maturity; or

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

          (4)   default in the performance, or breach, of any covenant or
warranty of the Issuer or any Guarantor in this Indenture, the Securities or the
Guarantees (other than a covenant or warranty a default in the performance or
the breach of which is elsewhere in this Section specifically dealt with or
which has been expressly included in this Indenture solely for the benefit of a
series of Securities other than such series), and continuance of such default or
breach for a period of 60 days after there has been given, by registered or
certified mail, to the Issuer or such Guarantor by the Trustee or to the Issuer
or such Guarantor, as the case may be, and the Trustee by the Holders of at
least 33 1/3% in principal amount of the Outstanding Securities of such series,
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or

          (5)   the entry by a court having competent jurisdiction of:

          (a)   a decree or order for relief in respect of the Issuer, any of
     its Significant Subsidiaries or any Guarantor in an involuntary proceeding
     under any applicable bankruptcy, insolvency, reorganization or other
     similar law and such decree or order shall remain unstayed and in effect
     for a period of 90 consecutive days; or

          (b)   a decree or order adjudging the Issuer, any of its Significant
     Subsidiaries or any Guarantor to be insolvent, or approving a petition
     seeking reorganization, arrangement, adjustment or composition of the
     Issuer, any of its Significant Subsidiaries or any Guarantor and such
     decree or order shall remain unstayed and in effect for a period of 60
     consecutive days; or

                                      42
<PAGE>

          (c)   a final and non-appealable order appointing a custodian,
     receiver, liquidator, assignee, trustee or other similar official of the
     Issuer, any of its Significant Subsidiaries or any Guarantor or of any
     substantial part of the property of the Issuer, any of its Significant
     Subsidiaries or any Guarantor, as the case may be, or ordering the winding
     up or liquidation of the affairs of the Issuer, any of its Significant
     Subsidiaries or any Guarantor; or

          (6)   the commencement by the Issuer, any of its Significant
Subsidiaries or any Guarantor of a voluntary proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or of a voluntary
proceeding seeking to be adjudicated insolvent or the consent by the Issuer, any
of its Significant Subsidiaries or any Guarantor to the entry of a decree or
order for relief in an involuntary proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
insolvency proceedings against it, or the filing by the Issuer, any of its
Significant Subsidiaries or any Guarantor of a petition or answer or consent
seeking reorganization or relief under any applicable law, or the consent by the
Issuer, any of its Significant Subsidiaries or any Guarantor to the filing of
such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee or similar official of the Issuer, any
of its Significant Subsidiaries or any Guarantor or any substantial part of the
property of the Issuer, any of its Significant Subsidiaries or any Guarantor or
the making by the Issuer, any of its Significant Subsidiaries or any Guarantor
of an assignment for the benefit of creditors, or the taking of corporate action
by the Issuer, any of its Significant Subsidiaries or any Guarantor in
furtherance of any such action;

          (7)   there occurs with respect to any Indebtedness of the Issuer
(including an Event of Default under any other series of debt securities), any
of its Significant Subsidiaries or any Guarantor with an outstanding original or
principal amount of $20 million or more in the aggregate, whether such
Indebtedness exists on the date hereof or shall hereafter be created, (a) an
event of default that has caused the holder thereof to declare such Indebtedness
to be due and payable prior to its stated maturity and such Indebtedness shall
not have been discharged in full or such acceleration shall not have been
rescinded or annulled within 30 days of such acceleration and/or (b) the failure
to make a principal payment at the final maturity and such defaulted payment
shall not have been made, waived or extended within 30 days of such payment
default; or

          (8)   except as permitted by this Indenture, any Guarantee shall be
held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor or any Person
acting on behalf of such Guarantor shall deny or disaffirm its obligations under
such Guarantee; or

          (9)   any other Event of Default provided in or pursuant to this
Indenture with respect to Securities of such series.

                                      43
<PAGE>

          Section 502. Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default with respect to Securities of any series at the
time Outstanding (other than an Event of Default specified in clause (5) or (6)
of Section 501) occurs and is continuing, then the Trustee or the Holders of not
less than 33 1/3% in aggregate principal amount of the Outstanding Securities of
such series may declare the principal (or, if any Securities are Original Issue
Discount Securities or Indexed Securities, such portion of the principal as may
be specified in the terms thereof) of all the Securities of such series, or such
lesser amount as may be provided for in the Securities of such series, to be due
and payable immediately, by a notice in writing to the Issuer (and to the
Trustee if given by the Holders), and upon any such declaration such principal
or such lesser amount shall become immediately due and payable.

          If an Event of Default specified in clause (5) or (6) of Section 501
occurs, all unpaid principal of and unpaid interest accrued on the Outstanding
Securities of that series (or such lesser amount as may be provided for in the
Securities of such series) 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.

          At any time after Securities of any series have been accelerated and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in aggregate principal amount of the Outstanding Securities of such series, by
written notice to the Issuer and the Trustee, may rescind and annul such
acceleration and its consequences if

          (1)   the Issuer or any Guarantor has paid or deposited with the
Trustee a sum of money sufficient to pay

          (a)   all overdue installments of any interest on and Additional
     Amounts with respect to all Securities of such series and any Coupon
     appertaining thereto,

          (b)   the principal of and any premium on any Securities of such
     series which have become due otherwise than by such acceleration and
     interest thereon and any Additional Amounts with respect thereto at the
     rate or rates borne by or provided for in such Securities,

          (c)   to the extent that payment of such interest or Additional
     Amounts is lawful, interest upon overdue installments of any interest and
     Additional Amounts at the rate or rates borne by or provided for in such
     Securities, and

          (d)   all sums paid or advanced by the Trustee hereunder and the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel and all other amounts due the Trustee under
     Section 606; or

          (2)   all Events of Default with respect to Securities of such series,
other than the non-payment of the principal of, any premium and interest on, and
any Additional Amounts

                                      44
<PAGE>

with respect to Securities of such series which shall have become due solely by
such acceleration, shall have been cured or waived as provided in Section 513.

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

          Section 503. Collection of Indebtedness and Suits for Enforcement by
                       Trustee.

          The Issuer covenants that if

          (1)   default is made in the payment of any installment of interest on
or any Additional Amounts with respect to any Security or any Coupon
appertaining thereto when such interest or Additional Amounts shall have become
due and payable and such default continues for a period of 90 days, or

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

the Issuer shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest and Additional Amounts at
the rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount of money 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 and all other
amounts due to the Trustee under Section 606.

          If the Issuer fails to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the money so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Issuer or any Guarantor or any other obligor upon such Securities
and any Coupons appertaining thereto and collect the monies adjudged or decreed
to be payable in the manner provided by law out of the property of the Issuer or
any Guarantor or any other obligor upon such Securities and any Coupons
appertaining thereto, 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
and any Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.

                                      45
<PAGE>

          Section 504. 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 Issuer, any Guarantor or any other obligor
upon the Securities or the property of the Issuer or any Guarantor or 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 Issuer or any Guarantor for the payment of any overdue
principal, premium, interest or Additional Amounts) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

          (1)   to file and prove a claim for the whole amount, or such lesser
     amount as may be provided for in the Securities of such series, of the
     principal and any premium, interest and Additional Amounts owing and unpaid
     in respect of the Securities and any Coupons appertaining thereto and to
     file such other papers or documents as may be necessary or advisable in
     order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents or counsel) and of the Holders of Securities or any
     Coupons allowed in such judicial proceeding, and

          (2)   to collect and receive any monies 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 of Securities or any Coupons 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 of Securities or any Coupons, to pay to the Trustee any
amount due to 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 606.

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

          Section 505. Trustee May Enforce Claims without Possession of
                       Securities or Coupons.

          All rights of action and claims under this Indenture or any of the
Securities or Coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or Coupons 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 or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall

                                      46
<PAGE>

be for the ratable benefit of each and every Holder of a Security or Coupon in
respect of which such judgment has been recovered.

          Section 506. Application of Money Collected.

          Any money collected by the Trustee pursuant to this Article 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 any
premium, interest or Additional Amounts, upon presentation of the Securities or
Coupons, or both, as the case may be, 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 and any
          predecessor Trustee under Section 606;

          SECOND:  To the payment of the amounts then due and unpaid upon the
          Securities and any Coupons for principal and any premium, interest and
          Additional Amounts 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 aggregate amounts due and payable on
          such Securities and Coupons for principal and any premium, interest
          and Additional Amounts, respectively;

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

          Section 507. Limitations on Suits.

          No Holder of any Security of any series or any Coupons appertaining
thereto 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 such
     series;

          (2)   the Holders of not less than 33 1/3% in aggregate principal
     amount of the Outstanding Securities of such series shall have made written
     request to the Trustee to institute proceedings in respect of such Event of
     Default in its own name as Trustee hereunder;

          (3)   such Holder or Holders have offered to the Trustee reasonable
     security or indemnity against the costs, expenses, losses 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 reasonable indemnity has failed to institute any such
     proceeding; and

                                      47
<PAGE>

          (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 aggregate principal amount of the Outstanding Securities of such series;

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

          Section 508. Unconditional Right of Holders to Receive Principal and
                       any Premium, Interest and Additional Amounts.

          Notwithstanding any other provision in this Indenture, the Holder of
any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium and (subject
to Sections 305 and 307) interest on, and any Additional Amounts with respect
to, such Security or payment of such Coupon, as the case may be, on the
respective Stated Maturity or Maturities therefor specified in such Security or
Coupon (or, in the case of redemption, on the Redemption Date or, in the case of
repayment at the option of such Holder if provided in or pursuant to this
Indenture, on the Repayment Date) and to convert or exchange any Security into
Common Stock or other securities in accordance with its terms, if applicable,
and to institute suit for the enforcement of any such payment or such conversion
or exchange right, and the right to institute any such suit shall not be
impaired without the consent of such Holder.

          Section 509. Restoration of Rights and Remedies.

          If the Trustee or any Holder of a Security or a Coupon has instituted
any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Issuer, the Trustee and each such Holder shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and each such Holder shall continue as though no such proceeding had
been instituted.

          Section 510. Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or Coupons in the
last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to each and every Holder of a Security or a Coupon is
intended to be exclusive of any other right or remedy, and every right and
remedy, to the extent permitted by law, shall 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, to the

                                      48
<PAGE>

extent permitted by law, prevent the concurrent assertion or employment of any
other appropriate right or remedy.

          Section 511. Delay or Omission Not Waiver.

          No delay or omission of the Trustee or of any Holder of any Security
or Coupon 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 any Holder of a Security or a Coupon may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by such Holder, as the case may be.

          Section 512. Control by Holders of Securities.

          The Holders of a majority in aggregate 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 and any Coupons appertaining thereto, provided
that

          (1)   such direction shall not be in conflict with any rule of law or
     with this Indenture or with the Securities of any series,

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

          (3)   such direction is not unduly prejudicial to the rights of the
     other Holders of Securities of such series not joining in such action.

          Section 513. Waiver of Past Defaults.

          The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series and any Coupons appertaining thereto may waive any
past default hereunder with respect to such series and its consequences, except
a default

          (1)   in the payment of the principal of, any premium or interest on,
     or any Additional Amounts with respect to, any Security of such series or
     any Coupons appertaining thereto, or

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

          Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no

                                      49
<PAGE>

such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

          Section 514. Waiver of Usury, Stay or Extension Laws.

          Each of the Issuer and the Guarantors covenants that (to the extent
that it may lawfully do so) it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any usury, stay
or extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and each of the
Issuer and the Guarantors expressly waives (to the extent that it may lawfully
do so) 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 515. 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 or
omitted by it as Trustee, the filing by any party litigant in such suit of any
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 515 shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of 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, if any, on or Additional Amounts,
if any, with respect to any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date, and, in the case of repayment, on or after the
Repayment Date) or for the enforcement of the right, if any, to convert or
exchange any Security into or other securities in accordance with its terms.

                                  ARTICLE SIX
                                  The Trustee

          Section 601. Certain Rights of Trustee.

          Subject to the applicable provisions of Sections 315(a) through 315(d)
of the Trust Indenture Act:

          (1)   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, coupon or other paper or

                                      50
<PAGE>

     document reasonably believed by it to be genuine and to have been signed or
     presented by the proper party or parties;

          (2)   any request or direction of the Issuer mentioned herein shall be
     sufficiently evidenced by an Issuer Request or an Issuer Order or of a
     Guarantor mentioned herein shall be sufficiently evidenced by a Guarantor
     Request or Guarantor Order (in each case, other than delivery of any
     Security, together with any Coupons appertaining thereto, to the Trustee
     for authentication and delivery pursuant to Section 303 which shall be
     sufficiently evidenced as provided therein) and any resolution of the Board
     of Directors may be sufficiently evidenced by a Board Resolution or by a
     Guarantor's Board of Directors may be sufficiently evidenced by a
     Guarantor's Board of Resolution;

          (3)   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 shall be herein specifically prescribed) may, in the absence
     of bad faith on its part, rely upon an Officers' Certificate or if such
     matter pertains to a Guarantor, a Guarantor's Officers' Certificate;

          (4)   the Trustee may consult with counsel and the advice of such
     counsel or any Opinion of Counsel acceptable to the Issuer 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;

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

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

          (7)   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

                                      51
<PAGE>

          (8)   subject to the provisions of Section 602 hereof and the
     applicable provisions of Sections 315(a) through 315(d) of the Trust
     Indenture Act, the Trustee shall not be charged with knowledge of any Event
     of Default described in Section 501(4), (5), (6), (7) or (8) hereof unless
     a Responsible Officer of the Trustee shall have actual knowledge of such
     Event of Default.

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

          Section 602. Notice of Defaults.

          Within 60 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series entitled to receive reports pursuant to
Section 703(3), notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of (or premium, if any),
or interest, if any, on, or Additional Amounts or any sinking fund or purchase
fund installment with respect to, any Security 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 determines that the
withholding of such notice is in the best interest of the Holders of Securities
and Coupons of such series; and provided, further, that in the case of any
default of the character specified in Section 501(4) with respect to Securities
of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

          Section 603. Not Responsible for Recitals or Issuance of Securities.

          The recitals contained herein and in the Securities, except
the Trustee's certificate of authentication, and in any Coupons shall be taken
as the statements of the Issuer 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 or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in any
Statement of Eligibility on Form T-1 supplied to the Issuer are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Issuer of the Securities or the proceeds thereof.

          Section 604. May Hold Securities.

          The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other Person that may be an agent of the Trustee, the Issuer or
any Guarantor, in its

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<PAGE>

individual or any other capacity, may become the owner or pledgee of Securities
or Coupons and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
may otherwise deal with the Issuer with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other Person.

          Section 605. Money Held in Trust.

          Except as provided in Section 403 and Section 1003, money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law and shall be held uninvested. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Issuer or any Guarantor.

          Section 606. Compensation and Reimbursement.

          The Issuer agrees:

          (1)   to pay to the Trustee from time to time such compensation as the
     Issuer and the Trustee shall from time to time agree in writing for all
     services rendered by the Trustee 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 the Trustee's negligence
     or bad faith; and

          (3)   to indemnify the Trustee and its agents for, and to hold them
     harmless against, any loss, liability or expense incurred without
     negligence or bad faith on their 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 themselves against any claim
     or liability in connection with the exercise or performance of any of their
     powers or duties hereunder, except to the extent that any such loss,
     liability or expense was due to the Trustee's negligence or bad faith;
     provided, however, that the Issuer need not pay for any settlement made
     without its consent.

          As security for the performance of the obligations of the Issuer under
this Section, the Trustee shall have a lien prior to the Securities of any
series upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of, and premium or
interest on or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto.

          Any compensation or expense incurred by the Trustee after a default
specified by Section 501 is intended to constitute an expense of administration
under any then applicable bankruptcy or insolvency law. "Trustee" for purposes
of this Section 606 shall include any

                                      53
<PAGE>

predecessor Trustee but the negligence or bad faith of any Trustee shall not
affect the rights of any other Trustee under this Section 606.

          The provisions of this section shall survive the termination of this
Indenture.

          Section 607. Corporate Trustee Required; Eligibility.

          There shall at all times be a Trustee hereunder that is a Corporation,
organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, eligible under Section 310(a)(1) of
the Trust Indenture Act to act as trustee under an indenture qualified under the
Trust Indenture Act and that has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000 subject to supervision or examination by Federal or state authority.
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 608. Resignation and Removal; Appointment of Successor.

          (1)   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 pursuant to Section 609.

          (2)   The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the Issuer.
If the instrument of acceptance by a successor Trustee required by Section 609
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 such series.

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

          (4)   If at any time:

          (a)   the Trustee shall fail to comply with the obligations imposed
     upon it under Section 310(b) of the Trust Indenture Act with respect to
     Securities of any series after written request therefor by the Issuer or
     any Holder of a Security of such series who has been a bona fide Holder of
     a Security of such series for at least six months, or

          (b)   the Trustee shall cease to be eligible under Section 607 and
     shall fail to resign after written request therefor by the Issuer or any
     such Holder, or

          (c)   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,

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<PAGE>

then, in any such case, (i) the Issuer, by or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities or the Securities of such
series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder
of a Security 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 removal of the Trustee with
respect to all Securities of such series and the appointment of a successor
Trustee or Trustees.

          (5)   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 Issuer, by or pursuant to a
Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 609. 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 Issuer 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
609, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Issuer. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Issuer or the Holders of Securities and accepted
appointment in the manner required by Section 609, any Holder of a Security 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.

          (6)   The Issuer 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
the Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register and, if Securities of such series are
issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United States.
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 609. Acceptance of Appointment by Successor.

          (1)   Upon the appointment hereunder of any successor Trustee with
respect to all Securities, such successor Trustee so appointed shall execute,
acknowledge and deliver to the Issuer and 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,

                                      55
<PAGE>

trusts and duties hereunder of the retiring Trustee; but, on the request of the
Issuer or such successor Trustee, such retiring Trustee, upon payment of its
charges, shall execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and, subject
to Section 1003, shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 606.

          (2)   Upon the appointment hereunder of any successor Trustee with
respect to the Securities of one or more (but not all) series, the Issuer, the
retiring Trustee and such successor Trustee 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, such successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, 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 that no
Trustee shall be responsible for any notice given to, or received by, or any act
or failure to act on the part of any other Trustee hereunder, 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, such retiring Trustee shall have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates other than as hereinafter expressly set forth, 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
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Issuer or such
successor Trustee, such retiring Trustee, upon payment of its charges with
respect to the Securities of that or those series to which the appointment of
such successor relates and subject to Section 1003 shall duly assign, transfer
and deliver to such successor Trustee, to the extent contemplated by such
supplemental indenture, the 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, subject to its claim, if any,
provided for in Section 606.

          (3)   Upon request of any Person appointed hereunder as a successor
Trustee, the Issuer and the Guarantors 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 (1) or (2) of this
Section, as the case may be.

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<PAGE>

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

          Section 610. Merger, Conversion, Consolidation or Succession to
                       Business.

          Any Corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
Corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
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 or consolidation 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 611. Appointment of Authenticating Agent.

          The Trustee may appoint one or more Authenticating Agents acceptable
to the Issuer with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 306, 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 Issuer and,
except as provided in or pursuant to this Indenture, shall at all times be a
corporation that would be permitted by the Trust Indenture Act to act as trustee
under an indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it 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 all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, 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.

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<PAGE>

          An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and the Issuer. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and the Issuer. 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 Issuer and shall (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

          The Issuer agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 606.

          The provisions of Sections 308, 603 and 604 shall be applicable to
each Authenticating Agent.

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

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

                            SUNTRUST BANK,
                                 As Trustee


                            By_______________________
                              As Authenticating Agent


                            By_______________________
                              Authorized Signatory

          If all of the Securities of any series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the Issuer
wishes to have Securities of such series

                                      58
<PAGE>

authenticated upon original issuance, the Trustee, if so requested in writing
(which writing need not be accompanied by or contained in an Officers'
Certificate by the Issuer), shall appoint in accordance with this Section an
Authenticating Agent having an office in a Place of Payment designated by the
Issuer with respect to such series of Securities.

                                 ARTICLE SEVEN
          Holders Lists and Reports by Trustee, Issuer and Guarantors

          Section 701. Issuer and Guarantors to Furnish Trustee Names and
                       Addresses of Holders.

          In accordance with Section 312(a) of the Trust Indenture Act, the
Issuer and the Guarantors shall furnish or cause to be furnished to the Trustee:

     (1)  semi-annually with respect to Securities of each series, a list, in
  each case in such form as the Trustee may reasonably require, of the names and
  addresses of Holders as of the applicable date, and

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

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

          Section 702. Preservation of Information; Communications to Holders.

          The Trustee shall comply with the obligations referred to in Section
312 of the Trust Indenture Act.

          Every Holder of Securities or Coupons, by receiving and holding the
same, agrees with the Issuer, the Guarantors and the Trustee that none of the
Issuer, the Guarantors, the Trustee, any Paying Agent or any Security Registrar
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders of Securities in accordance with
Section 312(c) of the Trust Indenture Act, 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 consistent with
Section 312(b) of the Trust Indenture Act.

          Section 703. Reports by Trustee.

          (1)   Within 60 days after April 1 of each year commencing with the
first April 1 following the first issuance of Securities pursuant to Section
301, if contemplated by Section 313(a) of the Trust Indenture Act, the Trustee
shall transmit, in accordance with Section 313(c) of the Trust Indenture Act, a
brief report dated as of such April 1 with respect to any of the

                                      59
<PAGE>

events specified in said Section 313(a) which may have occurred since the later
of the immediately preceding April 1 and the date of this Indenture.

          (2)   The Trustee shall transmit the reports referred to in Section
313(a) of the Trust Indenture Act at the times specified therein.

          (3)   Reports pursuant to this Section shall be transmitted in the
manner and to the Persons contemplated by Sections 313(c) and 313(d) of the
Trust Indenture Act.

          Section 704. Reports by Issuer and Guarantors.

          The Issuer and the Guarantors shall:

          (1)   file with the Trustee, within 15 days after the Issuer or any
Guarantor, as the case may be, 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 Issuer or such
Guarantor, as the case may be, may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Issuer
or any Guarantor 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
Issuer or any Guarantor, as the case may be, with the conditions and covenants
of this Indenture as may be required from time to time by such rules and
regulations; and

          (3)   transmit within 30 days after the filing thereof with the
Trustee, in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, such summaries of any information, documents and reports required
to be filed by the Issuer or any Guarantor pursuant to paragraphs (1) and (2) of
this Section as may be required by rules and regulations prescribed from time to
time by the Commission.

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including compliance with any
of the covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates).

          In addition, in the event that the sale of any Securities has not been
registered under the Securities Act, in reliance on Section 4(2) thereof and
Rule 144A thereunder, the

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Issuer and the Guarantors agree that, in order to render such Securities
eligible for resale pursuant to Rule 144A, while any of such Securities remain
outstanding, each of the Issuer, the Guarantors and its respective subsidiaries
will make available, upon request, to any Holder of such Securities or
prospective purchasers of such Securities the information specified in Rule
144A(d)(4) with respect to the Issuer and the Guarantors and, to the extent then
required by Rule 144A, the Issuer, the Guarantors and their respective
subsidiaries, unless such information is furnished to the Commission pursuant to
Section 13 or 15(d) of the Exchange Act.

                                 ARTICLE EIGHT
                         Consolidation, Merger and Sales

          Section 801. Issuer May Consolidate, Etc., Only on Certain Terms.

          Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Issuer with or into any other Person
or Persons (whether or not affiliated with the Issuer), or successive
consolidations or mergers in which either the Issuer will be the continuing
entity or the Issuer or its successor or successors shall be a party or parties,
or, subject to Section 1010, shall prevent any conveyance, transfer or lease of
all or substantially all of the properties and assets of the Issuer, to any
other Person (whether or not affiliated with the Issuer); provided, however,
that:

          (1)   in case the Issuer shall consolidate with or merge into another
     Person or any other Person shall convey, transfer or lease all or
     substantially all of its properties and assets to any other Person, the
     entity formed by such consolidation or into which the Issuer is merged or
     which acquires by conveyance or transfer, or which leases, all or
     substantially all of the properties and assets of the Issuer shall be a
     Corporation organized and existing under the laws of the United States of
     America, any state thereof or the District of Columbia and shall expressly
     assume, by an indenture (or indentures, if at such time there is more than
     one Trustee) supplemental hereto, executed by such successor Corporation
     and delivered to the Trustee, in form satisfactory to the Trustee, the due
     and punctual payment of the principal of, any premium and interest on and
     any Additional Amounts with respect to all the Securities and the
     performance of every obligation in this Indenture and the Outstanding
     Securities on the part of the Issuer to be performed or observed;

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

          (3)   either the Issuer or the successor Person shall have delivered
     to the Trustee an Officers' Certificate and an Opinion of Counsel, each
     stating that such consolidation, merger, conveyance, transfer or lease and,
     if a supplemental indenture is required in connection with such
     transaction, such supplemental indenture comply with this Article and that
     all conditions precedent herein provided for relating to such transaction
     have been complied with.

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<PAGE>

          Section 802. Successor Person Substituted for Issuer.

          Upon any consolidation by the Issuer with or merger of the Issuer into
any other Person or any conveyance, transfer or lease of all or substantially
all of the properties and assets of the Issuer to any Person in accordance with
Section 801, the successor Person formed by such consolidation or into which the
Issuer is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Issuer under this Indenture with the same effect as if such successor Person
had been named as the Issuer herein; and thereafter, except in the case of a
lease, the predecessor Person shall be released from all obligations and
covenants under this Indenture, the Securities and the Coupons.

                                 ARTICLE NINE
                            Supplemental Indentures

          Section 901. Supplemental Indentures without Consent of Holders.

          Without the consent of any Holders of Securities or Coupons, the
Issuer (when authorized by or pursuant to a Board Resolution), a Guarantor (when
authorized by such Guarantor's 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 Person to the Issuer or a
Guarantor, and the assumption by any such successor of the covenants of the
Issuer or such Guarantor, as the case may be, contained herein and in the
Securities; or

          (2)   to add to the covenants of the Issuer or a Guarantor for the
benefit of the Holders of all or any series of Securities (as shall be specified
in such supplemental indenture or indentures) or to surrender any right or power
herein conferred upon the Issuer or a Guarantor; or

          (3)   to add any additional Events of Default with respect to all or
any series of Securities (as shall be specified in such supplemental indenture)
or a Guarantor; or

          (4)   to add to or change any of the provisions of this Indenture to
provide that Bearer Securities may be registrable as to principal, to change or
eliminate any restrictions on the payment of principal of, any premium or
interest on or any Additional Amounts with respect to Securities, to permit
Bearer Securities to be issued in exchange for Registered Securities, to permit
Bearer Securities to be exchanged for Bearer Securities of other authorized
denominations or to permit or facilitate the issuance of Securities in
uncertificated form, provided any such action shall not adversely affect the
interests of the Holders of Securities of any series or any Coupons appertaining
thereto in any material respect; or

          (5)   to add to, delete from or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of Securities, as herein set forth; or

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<PAGE>

          (6)   to secure the Securities; or

          (7)   to establish the form or terms of Securities of any series and
any Coupons appertaining thereto as permitted by Sections 201 and 301; or

          (8)   to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section 609;
or

          (9)   to add a Subsidiary as a Subsequent Guarantor pursuant to the
requirements of Section 1008; or

          (10)  to cure any ambiguity or to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Indenture which shall not adversely affect the interests of the
Holders of Securities of any series then Outstanding or any Coupons appertaining
thereto in any material respect; or

          (11)  to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Article Four, provided that
any such action shall not adversely affect the interests of any Holder of a
Security of such series and any Coupons appertaining thereto or any other
Security or Coupon in any material respect; or

          (12)  to amend or supplement any provision contained herein or in any
supplemental indenture or Officers' Certificate, provided that no such amendment
or supplement shall apply or shall adversely affect the interests of the Holders
of any Securities then Outstanding issued prior to the date of such supplemental
indenture or Officers' Certificate.

          Section 902. Supplemental Indentures with Consent of Holders.

          With the consent of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by an Act of said Holders delivered to the Issuer, the
Guarantors and the Trustee, the Issuer (when authorized by or pursuant to an
Issuer's Board Resolution), each Guarantor (when authorized by or pursuant to
such Guarantor's Board Resolution) and the Trustee may enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture or of the Securities of such series; provided,
however, that no such supplemental indenture, without the consent of the Holder
of each Outstanding Security affected thereby, shall

          (1)   change the Stated Maturity of the principal of, or any
installment of interest on, or any Additional Amounts with respect to, any
Security, or reduce (or change the manner of calculation of) the principal
amount thereof or the rate (or change the manner of the calculation of the rate)
of interest thereon or any Additional Amounts with respect thereto or change the
obligation of the Issuer to pay Additional Amounts pursuant to Section 1004
(except

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<PAGE>

as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce
the amount of the principal of an Original Issue Discount Security that would be
due and payable upon acceleration of the Maturity thereof pursuant to Section
502 or the amount thereof provable in bankruptcy pursuant to Section 504, change
the redemption or repayment provisions (including dates or prices) applicable
thereto, or change the Place of Payment, Currency in which the principal of, any
premium or interest on, or any Additional Amounts with respect to, any Security
is payable, or change the provisions, if any, relating to the conversion or
exchange of any Security into Common Stock or other securities in accordance
with its terms, or impair the right to institute suit for the enforcement of any
such payment or any applicable conversion or exchange right on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date or, in the case of repayment at the option of the Holder, on or
after the Repayment Date or in the case of change in control) or the right, if
any, to convert or exchange any Security into Common Stock or other securities
in accordance with its terms, or

          (2)   reduce the percentage in aggregate 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
certain defaults hereunder and their consequences) provided for in this
Indenture, or reduce the requirements of Section 1204 for quorum or voting, or

          (3)   modify or effect in any manner adverse to the Holders the terms
and conditions of the obligations of the Guarantors in respect of the due and
punctual payments of principal of, or premium, if any, or interest on or any
sinking fund requirements or Additional Amounts or other amounts payable with
respect to, the Securities or release any Guarantor from any of its obligations
under the related Guarantee or this Indenture except in accordance with the
terms set forth herein, or

          (4)   modify any of the provisions of this Section, Section 513 or
Section 1011, 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.

          A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which shall have been included expressly and
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 of Securities 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.

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<PAGE>

          Section 903. Execution of Supplemental Indentures.

          As a condition to executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trust created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 315 of the Trust Indenture Act)
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

          Section 904. 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 a Security theretofore or thereafter authenticated and delivered hereunder
and of any Coupon appertaining thereto shall be bound thereby.

          Section 905. Reference in Securities to Supplemental Indentures.

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

          Section 906. Conformity with Trust Indenture Act.

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

                                  ARTICLE TEN
                                   Covenants

          Section 1001. Payment of Principal, any Premium, Interest and
                        Additional Amounts.

          The Issuer covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal of,
any premium and interest on and any Additional Amounts with respect to the
Securities of such series in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer Security
on or before the Maturity thereof, and any Additional Amounts payable with

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<PAGE>

respect to such interest, shall be payable only upon presentation and surrender
of the Coupons appertaining thereto for such interest as they severally mature.

          Section 1002. Maintenance of Office or Agency.

          The Issuer or a Guarantor shall maintain in each Place of Payment for
any series of Securities an Office or Agency where Securities of such series
(but not Bearer Securities, except as otherwise provided below, unless such
Place of Payment is located outside the United States) may be presented or
surrendered for payment, where Securities of such series may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon
the Issuer in respect of the Securities of such series relating thereto and this
Indenture may be served. If Securities of a series are issuable as Bearer
Securities, the Issuer or a Guarantor shall maintain, subject to any laws or
regulations applicable thereto, an Office or Agency in a Place of Payment for
such series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment; provided, however, that if the Securities of such series are listed on
The Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Issuer or a Guarantor shall
maintain a Paying Agent in London, Luxembourg or any other required city located
outside the United States, as the case may be, so long as the Securities of such
series are listed on such exchange. The Issuer or such Guarantor will give
prompt written notice to the Trustee of the location, and any change in the
location, of such Office or Agency. If at any time the Issuer shall fail to
maintain any such required Office or Agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, except that
Bearer Securities of such series and any Coupons appertaining thereto may be
presented and surrendered for payment at the place specified for the purpose
with respect to such Securities as provided in or pursuant to this Indenture,
and the Issuer and the Guarantors hereby appoint the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.

          Except as otherwise provided in or pursuant to this Indenture, no
payment of principal, premium, interest or Additional Amounts with respect to
Bearer Securities shall be made at any Office or Agency in the United States or
by check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, if
amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of principal of, any premium or interest on and any Additional Amounts
with respect to any such Security may be made at the Corporate Trust Office of
the Trustee or any Office or Agency designated by the Issuer or a Guarantor in
The City of New York, if (but only if) payment of the full amount of such
principal, premium, interest or Additional Amounts at all offices outside the
United States maintained for such purpose by the Issuer or such Guarantor in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.

          The Issuer or a Guarantor may also from time to time designate one or
more other Offices or Agencies where the Securities of one or more series may be
presented or surrendered

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<PAGE>

for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Issuer or such Guarantor of its respective obligations to
maintain an Office or Agency in each Place of Payment for Securities of any
series for such purposes. The Issuer or a Guarantor shall 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. Unless otherwise provided in or
pursuant to this Indenture, the Issuer and the Guarantors hereby designate as
the Place of Payment for each series of Securities The City of New York and
initially appoints the office of SunTrust Bank, c/o Computer Share, 88 Pine
Street, 19th Floor, New York, New York 10005 as the Office or Agency of the
Issuer in The City of New York, for such purpose. The Issuer or a Guarantor may
subsequently appoint a different Office or Agency in The City of New York for
the Securities of any series.

          Section 1003. Money for Securities Payments to Be Held in Trust.

          If the Issuer shall at any time act as its own Paying Agent with
respect to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on or Additional Amounts with respect to
any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) sufficient to pay the principal
or any premium, interest or Additional Amounts so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
shall promptly notify the Trustee of its action or failure so to act.

          Whenever the Issuer shall have one or more Paying Agents for any
series of Securities, it shall, on or prior to each due date of the principal
of, any premium or interest on or any Additional Amounts with respect to any
Securities of such series, deposit with any Paying Agent a sum (in the currency
or currencies, currency unit or units or composite currency or currencies
described in the preceding paragraph) sufficient to pay the principal or any
premium, interest or Additional Amounts so becoming due, such sum to be held in
trust for the benefit of the Persons entitled thereto, and (unless such Paying
Agent is the Trustee) the Issuer will promptly notify the Trustee of its action
or failure so to act.

          The Issuer shall 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 shall:

          (1)   hold all sums held by it for the payment of the principal of,
any premium or interest on or any Additional Amounts with respect to Securities
of such series in trust for the benefit of the Persons entitled thereto until
such sums shall be paid to such Persons or otherwise disposed of as provided in
or pursuant to this Indenture;

          (2)   give the Trustee notice of any default by the Issuer (or any
other obligor upon the Securities of such series) in the making of any payment
of principal, any premium or interest on or any Additional Amounts with respect
to the Securities of such series; and

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<PAGE>

          (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 Issuer or a Guarantor may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Issuer Order or Guarantor Order direct any Paying Agent to
pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent,
such sums to be held by the Trustee upon the same terms as those upon which such
sums were held by the Issuer 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 sums.

          Except as otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Issuer, in
trust for the payment of the principal of, any premium or interest on or any
Additional Amounts with respect to any Security of any series or any Coupon
appertaining thereto and remaining unclaimed for two years after such principal
or any such premium or interest or any such Additional Amounts shall have become
due and payable shall be paid to the Issuer on Issuer Request (or if deposited
by a Guarantor, paid to such Guarantor on Guarantor Request), or (if then held
by the Issuer or such Guarantor) shall be discharged from such trust; and the
Holder of such Security or any Coupon appertaining thereto shall thereafter, as
an unsecured general creditor, look only to the Issuer and the Guarantors or
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuer as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Issuer cause to be published once, in an Authorized Newspaper in each Place of
Payment for such series or to be mailed to Holders of Registered Securities of
such series, or both, 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 or mailing nor shall it be later than two years after such
principal and any premium or interest or Additional Amounts shall have become
due and payable, any unclaimed balance of such money then remaining will be
repaid to the Issuer or the Guarantors, as the case may be.

          Section 1004. Additional Amounts.

          If any Securities of a series provide for the payment of Additional
Amounts, the Issuer and the Guarantors agree, jointly and severally, to pay to
the Holder of any such Security or any Coupon appertaining thereto Additional
Amounts as provided in or pursuant to this Indenture or such Securities.
Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of, any Security
of any series or any Coupon or the net proceeds received on the sale or exchange
of any Security of any series, such mention shall be deemed to include mention
of the payment of Additional Amounts provided by the terms of such series
established hereby or pursuant hereto to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
such terms, and express mention of the payment of Additional Amounts (if
applicable) in any

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<PAGE>

provision hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made.

          Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, if the Securities of a series provide for
the payment of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to such series of Securities (or if the Securities of
such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officers' Certificate, the Issuer
or a Guarantor shall furnish to the Trustee and the principal Paying Agent or
Paying Agents, if other than the Trustee, an Officers' Certificate instructing
the Trustee and such Paying Agent or Paying Agents whether such payment of
principal of and premium, if any, or interest on the Securities of such series
shall be made to Holders of Securities of such series or the Coupons
appertaining thereto who are United States Aliens without withholding for or on
account of any tax, assessment or other governmental charge described in the
Securities of such series. If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities or Coupons, and the
Issuer and the Guarantors agree to pay to the Trustee or such Paying Agent the
Additional Amounts required by the terms of such Securities. The Issuer and the
Guarantors covenant to indemnify the Trustee and any Paying Agent for, and to
hold them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section.

          Section 1005. Legal Existence.

          Subject to Article Eight, the Issuer shall do or cause to be done all
things necessary to preserve and keep in full force and effect its legal
existence and that of each Subsidiary and their respective rights (charter and
statutory) and franchises; provided, however, that the foregoing shall not
obligate the Issuer or any Subsidiary to preserve any such right or franchise if
the Issuer or any Subsidiary shall determine that the preservation thereof is no
longer desirable in the conduct of its business or the business of such
Subsidiary and that the loss thereof is not disadvantageous in any material
respect to any Holder.

          Section 1006. Limitation on Liens.

          (a)   The Issuer will not, nor will it permit any of its Subsidiaries
to, issue, assume, guarantee or suffer to exist any Indebtedness if such
Indebtedness is secured by a mortgage, pledge, security interest or lien (any
mortgage, pledge, security interest or lien being hereinafter in this Article
Ten referred to as a "mortgage" or "mortgages") upon any assets, stock or other
property of the Issuer now owned or hereafter acquired, without in any such case
effectively providing, concurrently, that the Securities shall be secured
equally and ratably with (or prior to) such Indebtedness; provided, however,
                                                          --------  -------
that the foregoing restriction shall not apply to:

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<PAGE>

          (1)   mortgages on any property acquired, constructed or improved by
     the Issuer or any of its Subsidiaries after the date of this Indenture
     which are created or assumed contemporaneously with, or within 180 days
     after, such acquisition (or, in the case of property constructed or
     improved, after the completion and commencement of commercial operation of
     such property, whichever is later) to secure or provide for the payment of
     any part of the purchase price of such property or the cost of such
     construction or improvement, or mortgages on any property existing at the
     time of acquisition thereof; provided that in the case of any such
                                  --------
     construction or improvement the mortgage shall not apply to any property
     theretofore owned by the Issuer or any of its Subsidiaries, other than any
     theretofore unimproved real property on which the property so constructed,
     or the improvement, is located;

          (2)   mortgages on any property acquired from a Corporation which is
     merged with or into the Issuer or any of its Subsidiaries or mortgages
     outstanding at the time any Corporation becomes a Subsidiary of the Issuer;

          (3)   mortgages in favor of the Issuer or any of its Subsidiaries
     unless granted by the Issuer; and

          (4)   any extension, renewal or replacement (or successive extensions,
     renewals or replacements) in whole or in part, of any mortgage referred to
     in the foregoing clauses (1) and (3), inclusive; provided however, that the
                                                      ----------------
     amount of Indebtedness secured thereby shall not exceed the amount of
     Indebtedness so secured at the time of such extension, renewal or
     replacement, and that such extension, renewal or replacement shall be
     limited to all or a part of the property which secured the mortgage so
     extended, renewed or replaced (plus improvements on such property).

          (b)   Notwithstanding the provisions of subsection (a) of this Section
1007, the Issuer or any of its Subsidiaries may issue, assume, guarantee or
suffer to exist secured Indebtedness, which would otherwise be subject to the
foregoing restrictions, in an aggregate amount which together with (1) all other
secured Indebtedness, otherwise subject to the foregoing restrictions, (2) all
unsecured Indebtedness of each Subsidiary that has not provided a guarantee that
is in full force and effect to holders of senior unsecured debt securities of
the Issuer ranking on the same basis as such Indebtedness and (3) all
Attributable Debt in respect of Sale and Lease-Back Transactions of the Issuer
and its Subsidiaries existing at such time (other than Sale and Lease-Back
Transactions the proceeds of which have been applied in accordance with clause
(b) of Section 1009), does not at the time exceed 10% of the stockholders'
equity of the Issuer and its consolidated Subsidiaries, computed in accordance
with GAAP applied on a consistent basis, as shown on the audited consolidated
balance sheet contained in the latest annual report to stockholders of the
Issuer.

          Section 1007. Limitations on Subsidiary Indebtedness.

          (a)   The Issuer will not permit any of its Subsidiaries to issue,
assume, guarantee or suffer to exist any Indebtedness (whether secured or
unsecured) without

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<PAGE>

concurrently providing that the Securities will be guaranteed on a pari passu
basis with any such Indebtedness; provided, however, that the foregoing
restrictions shall not apply to:

               (1)   any Indebtedness of a Person which is acquired by the
          Issuer where such Indebtedness is outstanding at the time that such
          Person becomes a Subsidiary of the Issuer and such Indebtedness was
          not incurred in contemplation of such acquisition; and

               (2)   Indebtedness in favor of the Issuer or any of its
          Subsidiaries that has guaranteed the Securities on a pari passu basis.

               (b)   Notwithstanding the provisions of subsection (a) of this
Section 1007, any of the Subsidiaries of the Issuer may issue, assume, guarantee
or suffer to exist Indebtedness, which would otherwise be subject to the
foregoing restrictions, in an aggregate amount which together with (1) all other
Indebtedness otherwise subject to the foregoing restrictions, (2) all unsecured
Indebtedness of each Subsidiary that has not provided a guarantee that is in
full force and effect to holders of senior unsecured debt securities of the
Issuer ranking on the same basis as such Indebtedness and (3) all Attributable
Debt in respect of Sale and Lease-Back Transactions of the Issuer and its
Subsidiaries existing at such time (other than Sale and Lease-Back Transactions
the proceeds of which have been applied in accordance with clause (b) of Section
1009), does not at the time exceed 10% of the stockholders' equity of the Issuer
and its consolidated Subsidiaries, computed in accordance with GAAP applied on a
consistent basis, as shown on the audited consolidated balance sheet contained
in the latest annual report to stockholders of the Issuer.

          Section 1008. Subsequent Guarantor.

          Subject to Section 1010 and Article Fourteen, to the extent required
to do so pursuant to Section 1007, the Issuer shall cause each Subsidiary of the
Issuer to fully and unconditionally guarantee the due and punctual payment of
the principal of, interest on and any other amounts payable under the
Securities, when and if the same shall become due and payable, whether at the
Stated Maturity, by declaration of acceleration, upon redemption, repurchase or
repayment or otherwise, by execution of an indenture supplemental hereto that
adds such Subsidiary as a Subsequent Guarantor.

          Section 1009. Limitation on Sale and Lease-Back Transactions.

          The Issuer will not, nor will it permit any of its Subsidiaries to,
enter into any arrangement with any Person providing for the leasing to the
Issuer or any such Subsidiary of any real property (except for temporary leases
for a term of not more than three years) which has been or is to be sold or
transferred by the Issuer or such Subsidiary to such Person (herein referred to
as "Sale and Lease-Back Transactions"), unless either (a) the Issuer or such
Subsidiary would be entitled to incur Indebtedness by a mortgage on the property
to be leased in an amount equal to the Attributable Debt with respect to such
Sale and Lease-Back Transactions without equally and ratably securing the
Securities pursuant to Section 1006 or (b) the Issuer

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shall, and in any such case the Issuer covenants that it will, apply an amount
equal to the fair value (as determined by the Board of Directors) of the
property so leased to the retirement, within one hundred and eighty days of the
effective date of any such Sale and Lease-Back Transactions, of Securities or
Indebtedness of the Issuer which ranks on a parity with the Securities.

          Section 1010. Application of Proceeds Upon a Disposition Condition.

          The Issuer will not enter into any transaction which, on the date of
such transaction, would result in:

               (i)   a release of the Guarantee of any Guarantor under Section
          1403; and

               (ii)  the occurrence of a Disposition Condition;

unless at least 75% of the net proceeds allocable to the Excess Amount related
to such Disposition Condition consist of (x) cash (including assumption by the
acquiror of any Indebtedness of the Issuer or its Subsidiaries) or Readily
Marketable Securities or (y) property or assets (other than current assets,
equity interests in Persons who are not Affiliates of the Issuer or minority
interests in Affiliates of the Issuer) of a nature or type similar or related to
the nature or type of the property or assets of the Issuer and its Subsidiaries
existing on the date of such transaction.

          In the event that the net proceeds allocable to the Excess Amount
related to any Disposition Condition consist of cash or Readily Marketable
Securities, the Issuer shall apply, within twelve months of the consummation of
the sale or other disposition resulting in such Disposition Condition, an amount
equal to 100% of the fair market value, as determined in good faith by the Board
of Directors, of such net proceeds to (i) repay unsubordinated Indebtedness of
the Issuer or any Guarantor, in each case owing to a Person other than an
Affiliate of the Issuer or (ii) invest in property or assets (other than current
assets, equity interests in Persons who are not Affiliates of the Issuer or
minority interests in Affiliates of the Issuer) of a nature or type similar or
related to the nature or type of the property or assets of the Issuer and its
Subsidiaries existing on the date of such transaction. In determining whether
the foregoing requirements with respect to the application of net proceeds has
been satisfied, the application of all cash and Readily Marketable Securities
received as net proceeds in all sales or other dispositions constituting such
Disposition Condition shall be considered.

          Section 1011. Waiver of Certain Covenants.

          The Issuer may omit in any particular instance to comply with any
term, provision or condition set forth in Section 1005, Section 1006, Section
1007, Section 1009 or Section 1010 with respect to the Securities of any series
if before the time for such compliance the Holders of a majority in aggregate
principal amount of the Outstanding Securities of such series, by Act of such
Holders, either shall waive such compliance in such instance or generally shall
have waived compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Issuer and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

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          Section 1012. Issuer Statement as to Compliance; Notice of Certain
                        Defaults.

          (a)   The Issuer shall deliver to the Trustee, within 120 days after
the end of each fiscal year, a written statement (which need not be contained in
or accompanied by an Officers' Certificate) signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Issuer, stating that:

                (i)  a review of the activities of the Issuer during such year
          and of its performance under this Indenture has been made under his or
          her supervision; and

                (ii) to the best of his or her knowledge, based on such review,
          (a) the Issuer has complied with all the conditions and covenants
          imposed on it under this Indenture throughout such year, or, if there
          has been a default in the fulfillment of any such condition or
          covenant, specifying each such default known to him or her and the
          nature and status thereof, and (b) no event has occurred and is
          continuing which is, or after notice or lapse of time or both would
          become, an Event of Default, or, if such an event has occurred and is
          continuing, specifying each such event known to him and the nature and
          status thereof.

          (b)   The Issuer shall deliver written notice to the Trustee, within
five business days after the occurrence thereof, of any Event of Default or any
event which after notice or lapse of time or both would become an Event of
Default.

          Section 1013. Guarantor's Statement as to Compliance; Notice of
                        Certain Defaults.

     (a)  Each Guarantor shall deliver to the Trustee, within 120 days after
the end of each fiscal year, a written statement (which need not be contained in
or accompanied by a Guarantor's Officers' Certificate) signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of such Guarantor, stating that

                (i)     a review of the activities of such Guarantor during such
          year and of performance under this Indenture has been made under his
          or her supervision, and

                (ii)    to the best of his or her knowledge, based on such
          review, (A) such Guarantor has complied with conditions and covenants
          imposed on it under this Indenture throughout such year, or, if there
          has been a default in the fulfillment of any such condition or
          covenant, specifying each such default known to him or her and the
          nature and status thereof, and (B) no event has occurred and is
          continuing which constitutes, or which after notice or lapse of time
          or both would become, an Event of Default, or, if such an event has
          occurred and is continuing, specifying each such event known to him
          and the nature and status thereof.

     (b)  Each Guarantor shall deliver to the Trustee, within five days after
the occurrence thereof, written notice of any event which after notice or lapse
of time or both would become an Event of Default pursuant to clause (8) of
Section 501.

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                                ARTICLE ELEVEN
                            Redemption of Securities

          Section 1101. Applicability of Article.

          Redemption of Securities of any series at the option of the Issuer as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.

          Section 1102. Election to Redeem; Notice to Trustee.

          The election of the Issuer to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election
of the Issuer of (a) less than all of the Securities of any series or (b) all of
the Securities of any series, with the same issue date, interest rate or
formula, Stated Maturity and other terms, the Issuer shall, at least 45 days
prior to the Redemption Date fixed by the Issuer (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.

          Section 1103. Selection by Trustee of Securities to be Redeemed.

          If less than all of the Securities of any series with the same issue
date, interest rate or formula, Stated Maturity and other terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount of Registered
Securities of such series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Registered Security of
such series not redeemed to less than the minimum denomination for a Security of
such series established herein or pursuant hereto.

          The Trustee shall promptly notify the Issuer and the Security
Registrar (if other than itself) 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 Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal of such Securities which has been or is to be redeemed.

          Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted or exchanged for Common Stock or other securities in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted portion of such Security shall be deemed
(so far as may be) to be the portion selected for redemption. Securities which
have been

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converted or exchanged during a selection of Securities to be redeemed shall be
treated by the Trustee as Outstanding for the purpose of such selection.

          Section 1104. Notice of Redemption.

          Notice of redemption shall be given in the manner provided in Section
106, not less than 30 nor more than 60 days prior to the Redemption Date, unless
a shorter period is specified in the Securities to be redeemed, to the Holders
of Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

          Any notice that is mailed to the Holder of any Registered Securities
in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not such Holder receives the notice.

          All notices of redemption shall state:

          (1)   the Redemption Date,

          (2)   the Redemption Price,

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

          (4)   in case any Security is to be redeemed in part only, the notice
which relates to such Security shall state that on and after the Redemption
Date, upon surrender of such Security, the Holder of such Security will receive,
without charge, a new Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed,

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

          (6)   the place or places where such Securities, together (in the case
of Bearer Securities) with all Coupons appertaining thereto, if any, maturing
after the Redemption Date, are to be surrendered for payment of the Redemption
Price and any accrued interest and Additional Amounts pertaining thereto,

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

          (8)   that, unless otherwise specified in such notice, Bearer
Securities of any series, if any, surrendered for redemption must be accompanied
by all Coupons maturing subsequent to the date fixed for redemption or the
amount of any such missing Coupon or

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Coupons will be deducted from the Redemption Price, unless security or indemnity
satisfactory to the Issuer, the Trustee and any Paying Agent is furnished,

          (9)   if Bearer Securities of any series are to be redeemed and any
Registered Securities of such series are not to be redeemed, and if such Bearer
Securities may be exchanged for Registered Securities not subject to redemption
on the Redemption Date pursuant to Section 305 or otherwise, the last date, as
determined by the Issuer, on which such exchanges may be made,

          (10)   in the case of Securities of any series that are convertible or
exchangeable into Common Stock or other securities, the conversion or exchange
price or rate, the date or dates on which the right to convert or exchange the
principal of the Securities of such series to be redeemed will commence or
terminate and the place or places where such Securities may be surrendered for
conversion or exchange, and

          (11)   the CUSIP number or the Euroclear or the Clearstream reference
numbers of such Securities, if any (or any other numbers used by a Depository to
identify such Securities).

          A notice of redemption published as contemplated by Section 106 need
not identify particular Registered Securities to be redeemed.

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

          Section 1105. Deposit of Redemption Price.

          On or prior to any Redemption Date, the Issuer shall deposit, with
respect to the Securities of any series called for redemption pursuant to
Section 1104, with the Trustee or with a Paying Agent (or, if the Issuer is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the applicable Currency sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date, unless otherwise specified pursuant to Section 301 or in the
Securities of such series) any accrued interest on and Additional Amounts with
respect thereto, all such Securities or portions thereof which are to be
redeemed on that date.

          Section 1106. 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
Issuer shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the Coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Issuer at the Redemption Price,

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together with any accrued interest and Additional Amounts to the Redemption
Date; provided, however, that, except as otherwise provided in or pursuant to
this Indenture or the Bearer Securities of such series, installments of interest
on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only upon presentation and surrender of Coupons for such
interest (at an Office or Agency located outside the United States except as
otherwise provided in Section 1002), and provided, further, that, except as
otherwise specified in or pursuant to this Indenture or the Registered
Securities of such series, installments of interest on Registered Securities
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 Regular Record Dates therefor
according to their terms and the provisions of Section 307.

          If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Issuer and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing Coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that any interest or Additional Amounts represented by Coupons shall be
payable only upon presentation and surrender of those Coupons at an Office or
Agency for such Security located outside of the United States except as
otherwise provided in Section 1002.

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

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          Section 1107. Securities Redeemed in Part.

          Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (with, if the Issuer or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Issuer and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Issuer shall execute
and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Registered Security or Securities of the same
series, containing identical terms and provisions, 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. If a Security in global form is so surrendered, the Issuer shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depository
or other Depository for such Security in global form as shall be specified in
the Issuer Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.

                                ARTICLE TWELVE

                      Repayment at the Option of Holders

          Section 1201. Applicability of Article.

     Repayment of Securities of any series before their Stated Maturity at the
option of Holders thereof shall be made in accordance with the terms of such
Securities and (except as otherwise specified by the terms of such series
established pursuant to Section 301) in accordance with this Article.

          Section 1202. Repayment of Securities.

     Securities of any series subject to repayment in whole or in part at the
option of the Holders thereof will, unless otherwise provided in the terms of
such Securities, be repaid at a price equal to the principal amount thereof,
together with interest, if any, thereon accrued to the Repayment Date specified
in or pursuant to the terms of such Securities. The Issuer covenants that on or
before the Repayment Date it will deposit with the Trustee or with a Paying
Agent (or, if the Issuer or any Guarantor is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the principal (or, if so provided by the terms of the
Securities of any series, a percentage of the principal) of, and (except if the
Repayment Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.

          Section 1203. Exercise of Option.

     Securities of any series subject to repayment at the option of the Holders
thereof will contain an "Option to Elect Repayment" form on such Securities. In
order for any Security to be

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repaid at the option of the Holder, the Trustee must receive at the Place of
Payment therefor specified in the terms of such Security (or at such other place
or places of which the Issuer shall from time to time notify the Holders of such
Securities) not earlier than 60 days nor later than 30 days prior to the
Repayment Date (1) the Security so providing for such repayment together with
the "Option to Elect Repayment" form duly completed by the Holder (or by the
Holder's attorney duly authorized in writing) or (2) a facsimile transmission or
a letter from a member of a national securities exchange, or the National
Association of Securities Dealers, Inc, ("NASD"), or a commercial bank or trust
Issuer in the United States setting forth the name of the Holder of Security,
the principal amount of the Security, the amount of the Security to be repaid,
the certificate number or a description of the tenor and terms of the Security,
a statement that the option to elect repayment is being exercised thereby and a
guarantee that the Security to be repaid, together with the duly completed form
entitled "Option to Elect Repayment", will be received by the Trustee not later
than the fifth Business Day after the date of such facsimile transmission or
letter; provided, however, that such facsimile transmission or letter shall only
be effective if such Security and form duly completed are received by the
Trustee by such fifth Business Day. If less than the entire principal amount of
such Security is to be repaid in accordance with the terms of such Security, the
principal amount of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part. Except as otherwise may be provided
by the terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Issuer.

          Section 1204. When Securities Presented for Repayment Become Due and
                        Payable.

     If the Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Issuer on the Repayment Date therein specified,
and on and after such Repayment Date (unless the Issuer shall default in the
payment of such Securities on such Repayment Date) such Securities so to be
repaid shall cease to bear interest. Upon surrender of any such Security for
repayment in accordance with such provisions, the principal amount of such
Security so to be repaid shall be paid by the Issuer, together with accrued
interest, if any, to the Repayment Date; provided that, installments of
interest, if any, whose Stated Maturity is on or prior to the Repayment Date
shall be payable (but without interest thereon, unless the Issuer shall default
in the payment thereof) to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

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     If the principal amount of any Security surrendered for repayment shall not
be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate of interest set forth in such
Security.

          Section 1205. Securities Repaid in Part.

     Upon surrender of any Registered Security which is to be repaid in part
only (with, if the Issuer or the trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Issuer and the
Security Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing), the Issuer shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge
and at the expense of the Issuer, a new Registered Security or Securities of the
same series, Stated Maturity and original issue date of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.

          Section 1206. Compliance with Exchange Act.

     In connection with any repayment of Securities pursuant to this Article,
the Issuer will comply with the provisions of Rule 13e-4, Rule 14e-1 and any
other tender offer rules under the Exchange Act, if required, and will file
Schedule 13E-4 or any other schedule, if required.

                               ARTICLE THIRTEEN
                        Meetings of Holders of Securities

          Section 1301. Purposes for Which Meetings May Be Called.

          A meeting of Holders of Securities of any series may be called at any
time and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

          Section 1302. Call, Notice and Place of Meetings.

          (1)   The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1301, to be held
at such time and at such place in the City of New York, New York, or, if
Securities of such series have been issued in whole or in part as Bearer
Securities, in London or in such place outside the United States as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.

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          (2)   In case at any time the Issuer (by or pursuant to a Board
Resolution) or the Holders of at least 10% in aggregate principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1301, 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 or made the first publication of the notice of such meeting within 21
days after receipt of such request (whichever shall be required pursuant to
Section 106) or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Issuer or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the City of New York, New York, or, if Securities of such series are to
be issued as Bearer Securities, in London for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in clause (1) of
this Section.

          Section 1303. Persons Entitled to Vote at Meetings.

          To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Issuer and its counsel.

          Section 1304. Quorum; Action.

          The Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders of Securities of such series; provided however, that if any
action is to be taken at the meeting with respect to a consent or waiver which
may be given by the Holders of not less than a specified percentage in aggregate
principal amount of the Outstanding Securities of a series, the Persons holding
or representing the specified percentage in aggregate principal amount of the
Outstanding Securities of the series will constitute a quorum. In the absence of
a quorum within 30 minutes after the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1302(1), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the aggregate principal amount of the Outstanding Securities of such series
which shall constitute a quorum.

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          Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of a majority in aggregate principal amount of the Outstanding Securities of
that series; provided, however, that, except as limited by the proviso to
Section 902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other Act which this Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage,
which is less than a majority, in aggregate principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the affirmative vote
of the Holders of such specified percentage in aggregate principal amount of the
Outstanding Securities of such series.

          Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented at
the meeting.

          Section 1305. Determination of Voting Rights; Conduct and Adjournment
                        of Meetings.

          (1)   Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of such series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section 104
and the appointment of any proxy shall be proved in the manner specified in
Section 104 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

          (2)   The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Issuer or by Holders of Securities as provided in Section 1302(2), in which
case the Issuer or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

          (3)   At any meeting, each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 principal amount of
Securities of such series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in

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respect of any Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have no
right to vote, except as a Holder of a Security of such series or proxy.

          (4)   Any meeting of Holders of Securities of any series duly called
pursuant to Section 1302 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

          Section 1306. Counting Votes and Recording Action of Meetings.

          The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series 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 triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series 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 given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Issuer and another to the Trustee to be preserved
by the Trustee, the latter to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

                               ARTICLE FOURTEEN

                                   Guarantees

          Section 1401. Unconditional Guarantee.

          Subject to the provisions of this Article Fourteen, each of the
Initial Guarantors hereby fully, unconditionally and irrevocably guarantees, and
each Subsidiary required to execute a supplemental indenture as a Subsequent
Guarantor pursuant to Section 1008 will be deemed to fully, unconditionally and
irrevocably guarantee, to each Holder and to the Trustee on behalf of the
Holders, the due and punctual payment of the principal of, and premium, if any,
and interest on, and Additional Amounts and other amounts payable with respect
to, each Security, the due and punctual payment of interest on the overdue
principal of, and premium, if any, and interest on, and Additional Amounts and
other amounts payable with respect to, the Securities, to the extent lawful, and
the due and punctual performance of all other obligations of the Issuer to the
Holders or the Trustee, all in accordance with the terms of such Securities and
this Indenture,

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<PAGE>

when and as the same shall become due and payable, whether at Stated Maturity,
by declaration of acceleration, upon redemption, repurchase or repayment or
otherwise. In case of the failure of the Issuer punctually to pay any such
principal, premium, interest, Additional Amounts or other payment, each
Guarantor hereby agrees to cause any such payment to be made punctually when and
as the same shall become due and payable, whether at Stated Maturity, by
declaration of acceleration, upon redemption, repurchase or repayment or
otherwise, and as if such payment were made by the Issuer.

          Each Guarantor hereby agrees that its obligations hereunder shall be
as principal and not merely as surety, and shall be absolute, irrevocable and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any Security or this Indenture, any failure
to enforce the provisions of any Security or this Indenture, or any waiver,
modification, consent or indulgence granted with respect thereto by the Holder
of such Security or the Trustee, the recovery of any judgment against the Issuer
or any action to enforce the same, or any other circumstances which may
otherwise constitute a legal or equitable discharge of a surety or guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of merger, insolvency or bankruptcy of the
Issuer, any right to require a proceeding first against the Issuer, the benefit
of discussion, protest or notice with respect to any such Security or the debt
evidenced thereby and all demands whatsoever, and covenants that no Guarantee
will be discharged as to any such Security except by payment in full of all
amounts due in respect of such Security and by the complete performance of all
other obligations contained in such Security and this Indenture.

          The maturity of the obligations guaranteed hereby may be accelerated
as provided in Article Five for the purposes of this Article Fourteen. In the
event of any declaration of acceleration of such obligations as provided in
Article Five, such obligations (whether or not due and payable) shall forthwith
become due and payable by each Guarantor for the purpose of this Article
Fourteen. In addition, without limiting the foregoing provisions, upon the
effectiveness of an acceleration under Article Five, the Trustee shall promptly
make a demand for payment on the Securities under each Guarantee provided for in
this Article Fourteen.

          If the Trustee or the Holder of any Security is required by any court
or otherwise to return to the Issuer or any Guarantor, or any custodian,
receiver, liquidator, trustee, sequestrator or other similar official acting in
relation to the Issuer or any Guarantor, any amount paid to the Trustee or such
Holder in respect of a Security, any Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Guarantor further
agrees, to the fullest extent that it may lawfully do so, that, as between it,
on the one hand, and the Holders and the Trustee, on the other hand, the
maturity of the obligations guaranteed hereby may be accelerated as provided in
Article Five hereof for the purposes of each Guarantee, notwithstanding any
stay, injunction or other prohibition issued or imposed under any applicable
bankruptcy law preventing such acceleration in respect of the obligations
guaranteed hereby.

          A Guarantor shall be subrogated to all rights of the Holder of any
Security against the Issuer in respect of any amounts paid to the Trustee or
such Holder by such Guarantor pursuant to the provisions of its Guarantee;
provided, however, that no Guarantor shall be

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<PAGE>

entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until the principal of, and premium, if any, and
interest on, and any Additional Amounts and other amounts payable with respect
to, all Securities shall have been paid in full and all other obligations
contained in the Securities and this Indenture shall have been performed. If any
amount shall be paid to any Guarantor in violation of the preceding sentence and
all amounts payable in respect of the Securities shall not have been paid in
full, such amount shall be deemed to have been paid to such Guarantor for the
benefit of, and held in trust for the benefit of, the Holders, and shall
forthwith be paid to the Trustee for the benefit of the Holders to be credited
and applied upon such amounts. Each Guarantor acknowledges that it will receive
direct and indirect benefits from the issuance of the Securities pursuant to
this Indenture.

          Anything to the contrary in this Indenture notwithstanding, each
Guarantee shall be, and hereby is, limited to the maximum amount that can be
guaranteed by the applicable Guarantor without rendering such Guarantee, as it
relates to such Guarantor, voidable under any applicable law relating to
fraudulent conveyance, fraudulent transfer or similar laws affecting the rights
of creditors generally.

          Each Guarantee set forth in this Section 1401 shall not be valid and
obligatory for any purpose with respect to a Security until the certificate of
authentication of such Security shall have been signed by or on behalf of the
Trustee.

          Each Guarantee is a guarantee of payment and not of collection.

          Section 1402. Operation of Guarantees.

          (a)   By execution of this Agreement (in the case of the Initial
Guarantors) or a supplemental indenture (in the case of any Subsequent
Guarantors) and upon delivery of a Guarantors' Order to the Trustee by all
Guarantors prior to the issuance of any Security of a series, the Guarantee of
each Guarantor in respect of such Securities shall be set forth in Section 1401
and shall be effective for all purposes upon authentication of such Security by
or on behalf of the Trustee, regardless of whether such authentication occurs
prior to a Subsequent Guarantor's execution of the required supplemental
indenture, and shall not require any Guarantor's endorsement on the Securities.

          (b)   Notwithstanding the foregoing, each Guarantor shall be required
to execute a Guarantor Order authorizing the Guarantees set forth in Section
1401 with respect to the Securities of any series only so long as any Subsidiary
of the Issuer incurs Indebtedness (including such Guarantees) in excess of the
amount of such Indebtedness permitted to be incurred by all Subsidiaries of the
Issuer in accordance with Section 1007 hereof.

          Section 1403. Termination of Guarantees; Reinstatement.

          The Guarantee of any Guarantor (including the Initial Guarantors), and
the provisions of any supplemental indenture with respect to a Guarantee by such
Guarantor and this Indenture with respect to such Guarantor, shall be released,
terminated and of no further force and effect, without further action by any
party, immediately (i) upon the release or termination of

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<PAGE>

such Guarantor's guarantee of Indebtedness of the Issuer under all Credit
Agreements, so long as at such time the Subsidiaries of the Issuer do not have
Indebtedness in excess of the amount of Indebtedness permitted to be incurred by
all Subsidiaries of the Issuer in accordance with Section 1007 hereof, (ii) at
such time the Subsidiaries of the Issuer do not have Indebtedness in excess of
the amount of Indebtedness permitted to be incurred by all Subsidiaries of the
Issuer in accordance with Section 1007 hereof and (iii) subject to Section 1010,
upon the sale or other disposition (by merger or otherwise) of such Guarantor by
the Issuer or by any Subsidiary of the Issuer to any Person that is not an
Affiliate of the Issuer.

          In the case of (i) and (ii) above, such Guarantees shall be reinstated
in the event any Subsidiary of the Issuer subsequently incurs Indebtedness or
guarantees Indebtedness of the Issuer under a Credit Agreement which, in the
aggregate, is in excess of the amount of Indebtedness permitted to be incurred
by all Subsidiaries of the Issuer in accordance with Section 1007 hereof.

                                   * * * * *

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<PAGE>

          This Indenture 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.

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

                            MEDIA GENERAL, INC.,
                               as Issuer


                            By
                              -----------------------------
                               Name: Marshall N. Morton
                               Title: Vice Chairman and Chief Financial Officer


                            MEDIA GENERAL FINANCIAL SERVICES, INC.,
                               as Guarantor


                            By
                              -----------------------------
                               Name: Marshall N. Morton
                               Title: Treasurer


                            MEDIA GENERAL COMMUNICATIONS, INC.
                               as Guarantor


                            By
                              -----------------------------
                               Name: Marshall N. Morton
                               Title: Treasurer


                            MG BROADCASTING OF BIRMINGHAM HOLDINGS, LLC
                               as Guarantor


                            By
                              -----------------------------
                               Name: Marshall N. Morton
                               Title: Treasurer

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<PAGE>

                                  MEDIA GENERAL OPERATIONS, INC.,
                                     as Guarantor


                                  By
                                    -----------------------------
                                     Name: Marshall N. Morton
                                     Title: Treasurer


                                  THE TRIBUNE COMPANY HOLDINGS, INC.,
                                     as Guarantor


                                  By
                                    -----------------------------
                                     Name: Marshall N. Morton
                                     Title: Treasurer


                                  MEDIA GENERAL BROADCASTINGS OF SOUTH CAROLINA
                                  HOLDINGS, INC.,
                                     as Guarantor


                                  By
                                    -----------------------------
                                     Name: Marshall N. Morton
                                     Title: Treasurer


                                  MG BROADCASTING OF BIRMINGHAM II, LLC,
                                     as Guarantor


                                  By
                                    -----------------------------
                                     Name: Marshall N. Morton
                                     Title: Treasurer


                                  PROFESSIONAL COMMUNICATIONS SYSTEMS, INC.,
                                     as Guarantor


                                  By
                                    -----------------------------
                                     Name: Marshall N. Morton
                                     Title: Treasurer

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<PAGE>

                                  NES II, INC.,
                                     as Guarantor


                                  By
                                    ------------------------------
                                     Name: Marshall N. Morton
                                     Title: President and Treasurer


                                  VIRGINIA PAPER MANUFACTURING CORP.,
                                     as Guarantor


                                  By
                                    ------------------------------
                                     Name: Marshall N. Morton
                                     Title: Treasurer


                                  SUNTRUST BANK,
                                     as Trustee


                                  By
                                    ------------------------------
                                     Name: Eric T. Rodriguez
                                     Title: Vice President

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