<PAGE>

                                                                     EXHIBIT 4.2

                                     [FORM]

                               MOBILE MINI, INC.,
                                    as Issuer

                                       AND

                          ANY GUARANTORS PARTY HERETO,
                                  as Guarantors

                                       AND

                              [__________________],
                                   as Trustee

                                    Indenture

                          Dated as of __________, 200__

                              SENIOR DEBT INDENTURE

<PAGE>

            This Cross Reference Sheet, showing the location in the Indenture of
the provisions inserted pursuant to Sections 310 318(u), inclusive, of the Trust
Indenture Act of 1939, is not to be considered a part of the Indenture.

                    TRUST INDENTURE ACT CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
Sections of Trust                           Sections of
Indenture Act                                 Indenture
<S>                                      <C>
310(a)(1).........................................  10.06
310(a)(2).........................................  10.06
310(a)(3)................................  Not applicable
310(a) (4)...............................  Not applicable
310(b)............................................  10.07
311...............................................  10.03
312................................................  9.02
313................................................  9.03
314(a).............................................  9.04
314(b)...................................  Not applicable
314(c)............................................  14.03
314(d)...................................  Not applicable
314(e)............................................  14.03
315(a)............................................  10.01
315(b)............................................  10.11
315(c)............................................  10.01
315(d)............................................  10.01
315(e)...........................................    6.08
316(a)....................................  6.06 and 7.03
316(b).............................................  6.07
317(a)....................................  6.03 and 6.04
317(b).............................................  5.03
318(a)............................................  14.05
</TABLE>

<PAGE>

                               TABLE OF CONTENTS
              (The Table of Contents is not part of the Indenture)

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>               <C>                                                                               <C>
                                              ARTICLE ONE
                                              DEFINITIONS

SECTION 1.01.     Terms, unless otherwise defined, to have meanings assigned in the Trust
                      Indenture Act of 1939.......................................................   2
SECTION 1.02.     Definitions:
                  Act.............................................................................   2
                  Affiliate.......................................................................   2
                  Authenticating Agent............................................................   2
                  Board Resolution................................................................   2
                  Business Day....................................................................   2
                  Capital Stock...................................................................   2
                  Commission......................................................................   2
                  Common Stock....................................................................   3
                  Company.........................................................................   3
                  Depositary......................................................................   3
                  Event of default................................................................   3
                  Indebtedness....................................................................   3
                  Indenture.......................................................................   3
                  Interest Payment Date...........................................................   4
                  Lien............................................................................   4
                  Mandatory Sinking Fund Payment..................................................   4
                  Maturity........................................................................   4
                  Officers' Certificate...........................................................   4
                  Opinion of Counsel..............................................................   4
                  Optional Sinking Fund Payment...................................................   4
                  Outstanding.....................................................................   4
                  Person..........................................................................   5
                  Preferred Stock.................................................................   5
                  Principal Office of the Trustee.................................................   5
                  QIB.............................................................................   5
                  Record Date.....................................................................   5
                  Redemption Date.................................................................   5
                  Redemption Price................................................................   5
                  Regulation S....................................................................   6
                  Regulation S Security...........................................................   6
                  Responsible Officers............................................................   6
                  Restricted Securities...........................................................   6
                  Restricted Securities Legend....................................................   6
                  Restricted Subsidiary...........................................................   6
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>               <C>                                                                               <C>
                  Rule 144A.......................................................................   6
                  Rule 144A Securities............................................................   6
                  Securities Act..................................................................   6
                  Security........................................................................   6
                  Security Co Registrar...........................................................   6
                  Security Register; Security Registrar...........................................   6
                  Securityholder; holder of Securities; holder; registered holder.................   6
                  Stated Maturity.................................................................   7
                  Subsidiary......................................................................   7
                  Trustee.........................................................................   7
                  Trust Indenture Act of 1939 or Trust Indenture Act..............................   7
                  Unrestricted Subsidiary.........................................................   7
                  Voting Stock....................................................................   7

                                             ARTICLE TWO
                                 FORM, EXECUTION, DELIVERY, TRANSFER
                                      AND EXCHANGE OF SECURITIES

SECTION 2.01.     Forms generally.................................................................   7
                  Record Dates....................................................................   8
                  Place of payment, denominations and numbering of Securities.....................   8
SECTION 2.02.     Terms of series.................................................................   8
SECTION 2.03.     Certificate of authentication necessary to make Securities valid................  10
SECTION 2.04.     Form of certificate of authentication ..........................................  10
SECTION 2.05.     The Company to maintain register at office or agency in New York................  11
                  Registration and registration of transfer of Securities.........................  11
                  Exchange of Securities..........................................................  12
                  Payment in connection with registration of transfer or exchange of Securities...  12
                  Persons who may be treated as owners of Securities..............................  14
SECTION 2.06.     Replacing Securities mutilated, destroyed, lost or stolen.......................  14
SECTION 2.07.     Rights to interest accrued and unpaid, and to accrue, on Securities delivered
                      in exchange or substitution for other Securities............................  14
SECTION 2.08.     Temporary Securities............................................................  15

                                            ARTICLE THREE
                                         ISSUE OF SECURITIES

SECTION 3.01.     Authentication, Delivery and Dating ............................................  15

                                             ARTICLE FOUR
                                REDEMPTION OF SECURITIES; SINKING FUND

SECTION 4.01.     Applicability of right of redemption ...........................................  18
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>               <C>                                                                               <C>
SECTION 4.02.     Notice of redemption............................................................  18
                  Interest to cease after redemption date.........................................  19
                  Selection of Securities on partial redemption...................................  19
SECTION 4.03.     Securities of any series to be canceled and discharged on specific conditions...  19
SECTION 4.04.     Applicability of sinking fund...................................................  19
SECTION 4.05.     Mandatory sinking fund obligation...............................................  20
SECTION 4.06.     Optional redemption at sinking fund redemption price............................  20
SECTION 4.07.     Application of sinking fund payments............................................  20

                                             ARTICLE FIVE
                                       COVENANTS OF THE COMPANY

SECTION 5.01.     To pay principal, premium, if any, and interest ................................  21
SECTION 5.02.     To maintain office or agency in New York .......................................  22
SECTION 5.03.     The Company, or paying agent, to hold in trust moneys for payment of principal,
                       premium, if any, and interest .............................................  22
SECTION 5.04.     Maintenance of corporate existence .............................................  23
SECTION 5.05.     Restrictions on consolidation, merger, sale, etc ...............................  23
SECTION 5.06.     Limitations on Liens of Common of Subsidiaries .................................  24

SECTION 5.07.     Limitations on Disposition of Stock ............................................  24
SECTION 5.08.     Annual statement concerning compliance with covenants...........................  24
SECTION 5.09.     Compliance with covenants and conditions may be waived by holders of
                       Securities.................................................................  24

                                             ARTICLE SIX
                               REMEDIES OF TRUSTEE AND SECURITYHOLDERS

SECTION 6.01.     Events of default...............................................................  24
SECTION 6.02.     Acceleration of maturity of principal on default................................  26
                  Waiver of acceleration of maturity..............................................  27
SECTION 6.03.     The Company, failing for 30 days to pay any installment of interest or sinking
                      fund payment or failing to pay principal when due, will pay to Trustee
                      at its request whole amount due.............................................  27
                  Upon failure to pay, Trustee may recover judgment for ratable benefit
                      of Securityholders..........................................................  27
SECTION 6.04.     Trustee appointed attorney in fact for Securityholders to file claims...........  28
SECTION 6.05.     Application of moneys collected by Trustee .....................................  28
SECTION 6.06.     Securityholders may direct proceedings and waive defaults.......................  29
SECTION 6.07.     Limitations on rights of Securityholders to institute proceedings...............  29
SECTION 6.08.     Assessment of costs and attorneys' fees in legal proceedings....................  30
SECTION 6.09.     Remedies cumulative.............................................................  30
</TABLE>

                                      iii
<PAGE>

                                 ARTICLE SEVEN
                         CONCERNING THE SECURITYHOLDERS

<TABLE>
<S>               <C>                                                                               <C>
SECTION 7.01.     Evidence of action by Securityholders...........................................  31
SECTION 7.02.     Proof of execution of instruments and of holding of Securities .................  31
SECTION 7.03.     Securities owned by the Company or other disregarded obligor on the Securities
                      to be in certain cases......................................................  31
SECTION 7.04.     Revocation by Securityholders of consents to action.............................  32

                                            ARTICLE EIGHT
                                      SECURITYHOLDERS' MEETINGS

SECTION 8.01.     Purposes of meetings............................................................  32
SECTION 8.02.     Call of meetings by Trustee.....................................................  32
SECTION 8.03.     Call of meetings by Company or Securityholders..................................  33
SECTION 8.04.     Qualifications for voting.......................................................  33
SECTION 8.05.     Regulation of meetings..........................................................  34
SECTION 8.06.     Voting..........................................................................  34
SECTION 8.07.     No delay of rights by meeting...................................................  34

                                             ARTICLE NINE
                                REPORTS BY THE COMPANY AND THE TRUSTEE
                                      AND SECURITYHOLDERS' LISTS

SECTION 9.01.     Company to Furnish Trustee Names and Addresses of Holders.......................  34
SECTION 9.02.     Preservation of Information; Communications to Holders..........................  35
SECTION 9.03.     Reports by Trustee..............................................................  35
SECTION 9.04.     Reports by Company..............................................................  35

                                             ARTICLE TEN
                                        CONCERNING THE TRUSTEE

SECTION 10.01.    Certain Rights of Trustee.......................................................  36
SECTION 10.02.    Not Responsible for Recitals or Issuance of Securities..........................  37
SECTION 10.03.    May Hold Securities.............................................................  37
SECTION 10.04.    Money Held in Trust.............................................................  37
SECTION 10.05.    Compensation and Reimbursement..................................................  37
SECTION 10.06.    Corporate Trustee Required; Eligibility.........................................  38
SECTION 10.07.    Resignation and Removal; Appointment of Successor...............................  38
SECTION 10.08.    Acceptance of Appointment by Successor..........................................  39
SECTION 10.09.    Merger, Conversion, Consolidation or Succession to Business.....................  41
SECTION 10.10.    Appointment of Authenticating Agent.............................................  41
SECTION 10.11.    Notice of Defaults..............................................................  42
</TABLE>

                                       iv
<PAGE>

                                 ARTICLE ELEVEN
                                   DEFEASANCE

<TABLE>
<S>               <C>                                                                               <C>
SECTION 11.01.    Discharge of Indenture upon payment of Securities...............................  42
SECTION 11.02.    Discharge of Securities of any series upon deposit of moneys....................  43
SECTION 11.03.    Interest on moneys deposited....................................................  43
                  Moneys unclaimed for three years to be returned to the Company..................  43

                                            ARTICLE TWELVE
                               IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                                  OFFICERS, DIRECTORS AND EMPLOYEES

SECTION 12.01.    Liability solely corporate......................................................  44

                                           ARTICLE THIRTEEN
                                       SUPPLEMENTAL INDENTURES

SECTION 13.01.    Without consent of Securityholders, the Company and Trustee may enter into
                       supplemental indentures for specified purposes.............................  44
SECTION 13.02.    Modification of Indenture by supplemental  indenture with consent
                       of Securityholders.........................................................  46
Section 13.03.    Upon request of the Company, Trustee to join in execution of supplemental
                       indenture..................................................................  46
SECTION 13.04.    Effect of supplemental indenture................................................  47
SECTION 13.05.    Matters provided for in supplemental indenture may be noted on Securities, or
                       new Securities appropriately modified may be issued in exchange for
                       outstanding Securities.....................................................  47
SECTION 13.06.     Supplemental indentures to conform to Trust Indenture Act of 1939..............  47

                                           ARTICLE FOURTEEN
                                       MISCELLANEOUS PROVISIONS

SECTION 14.01.    Consolidation, merger, sale or lease............................................  48
SECTION 14.02.    Rights under Indenture confined to parties and holders of Securities............  48
SECTION 14.03.    Evidence of compliance with conditions precedent................................  48
                  As evidence of compliance, Officers' Certificate and Opinion of Counsel to be
                       furnished to Trustee.......................................................  49
                  Contents of certificates and opinions Trustee may examine books and records
                       of the Company.............................................................  49
SECTION 14.04.    Cancellation of Securities......................................................  49
SECTION 14.05.    Provisions required by Trust Indenture Act of 1939 to control...................  50
SECTION 14.06.    Action of authorized committee deemed to  be action of Board of Directors.......  50
</TABLE>

                                       v
<PAGE>

<TABLE>
<S>               <C>                                                                               <C>
SECTION 14.07.    Notices.........................................................................  50
SECTION 14.08.    Act of Holders..................................................................  50
SECTION 14.09.    Payments due on Non Business days...............................................  51
SECTION 14.10.    Execution in counterparts.......................................................  51
SECTION 14.11.    Indenture deemed a New York contract............................................  52

TESTIMONIUM           ............................................................................  53
SIGNATURES AND SEALS  ............................................................................  53
</TABLE>

                                       vi
<PAGE>

            INDENTURE, dated as of __________, 200__, between MOBILE MINI, INC.,
a Delaware corporation (the "Company"), the GUARANTORS (as defined herein), if
any, and [________________ ], as trustee (the "Trustee").

            The Company is authorized and empowered to borrow money for its
corporate purposes and to issue its bonds, debentures, notes and other
obligations for money so borrowed.

            The Company has duly authorized the issue, in one or more series as
in this Indenture provided, from time to time of its senior debt securities (the
"Securities"), which may be either convertible or non convertible, and to
provide the general terms and conditions upon which the Securities are to be
authenticated, issued and delivered. The Company has duly authorized the
execution and delivery of this Indenture.

            The Trustee has power to enter into this Indenture and to accept and
execute the trusts herein created.

            The Company represents that all acts and things necessary to make
the Securities, when executed by the Company and authenticated and delivered by
the Trustee as in this Indenture provided and issued, the valid, binding and
legal obligations of the Company, will, at the time of such execution,
authentication and delivery, have been done and performed; that all acts and
things necessary to constitute these presents a valid indenture and agreement
according to its terms have been done and performed; that the execution of this
Indenture has in all respects been duly authorized and the issue hereunder of
the Securities will, at the time of the issue thereof, have in all respects been
duly authorized; and that the Company, in the exercise of each and every legal
right and power in it vested, executes this Indenture and proposes to make,
execute, issue and deliver the Securities.

            Each party agrees as follows for the benefit of the other and for
the equal and ratable benefit of the holders from time to time of the
Securities, without preference, priority or distinction of any thereof over any
other thereof by reason of priority in time of issuance or negotiation, or
otherwise, as follows:

                                   ARTICLE ONE
                                   DEFINITIONS

            SECTION 1.01. Unless otherwise defined in this Indenture or the
context otherwise requires, all terms used herein shall have the meanings
assigned to them in the Trust Indenture Act of 1939.

            SECTION 1.02. Unless the context otherwise requires, the terms
defined in this Section 1.02 shall for all purposes of this Indenture have the
meanings hereinafter set forth, the following definitions to be equally
applicable to both the singular and the plural forms of any of the terms herein
defined:

                                       1
<PAGE>

            Act: The term "Act", when used with respect to any holders, has the
      meaning specified in Section 14.08.

            Affiliate: The term "Affiliate" means, with respect to any specified
      person, any other person directly or indirectly controlling or controlled
      by or under direct or indirect common control with such specified person.
      For the purposes of this definition, "control" when used with respect to
      any specified person means the power to direct the management and policies
      of such person, directly or indirectly, whether through the ownership of
      voting securities, by contract or otherwise; and the terms "controlling"
      and "controlled" have meanings correlative to the foregoing.

            Authenticating Agent: The term "Authenticating Agent" means the
      Trustee and/or the authenticating agent, if any, appointed by the Trustee
      and acting pursuant to Section 10.10.

            Board Resolution: The term "Board Resolution" means a copy of a
      resolution or resolutions certified by the Secretary or an Assistant
      Secretary of the Company to have been duly adopted by the Board of
      Directors or any committee of the Board of Directors (or committee of
      officers or other representatives of the Company, to the extent that any
      such committee or committees have been authorized by the Board of
      Directors to establish or approve the matters contemplated by Section 2.02
      hereof) and to be in full force and effect on the date of such
      certification, and delivered to the Trustee.

            Business day: The term "business day" shall mean a day which in The
      City of New York is not a day on which banking institutions are authorized
      or obligated by law or executive order to close.

            Capital Stock: The term "Capital Stock" shall mean (1) with respect
      to any Person that is a corporation, any and all shares, interests,
      participations or other equivalents (however designated and whether or not
      voting) of corporate stock, including each class of Common Stock and
      Preferred Stock of such Person, and all options, warrants or other rights
      to purchase or acquire any of the foregoing; and (2) with respect to any
      Person that is not a corporation, any and all partnership, membership or
      other equity interests of such Person, and all options, warrants or other
      rights to purchase or acquire any of the foregoing.

            Commission: The term "Commission" means the Securities and Exchange
      Commission, as from time to time constituted, created under the Securities
      Exchange Act of 1934 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: The term "Common Stock" shall mean, with respect to
      any person, any and all shares, interests and participations (however
      designated and whether voting or non voting) in such person's common
      equity, whether now outstanding or

                                       2
<PAGE>

      issued after the date of this Indenture, and includes, without limitation,
      all series and classes of such common stock.

            Company: The term "Company" shall mean Mobile Mini, Inc. and,
      subject to the provisions of Section 14.01, shall also include its
      successors and assigns.

            Depositary: With respect to the Securities of any series issuable or
      issued in whole or in part in global form, the person designated as
      Depositary by the Company pursuant to Section 2.02 until a successor
      Depositary shall have become such pursuant to the applicable provisions of
      this Indenture, and thereafter "Depositary" shall mean or include each
      person who is then a Depositary hereunder, and if at any time there is
      more than one such person, "Depositary" as used with respect to the
      Securities of any such series shall mean the "Depositary" with respect to
      the Securities of that series.

            Event of default: The term "event of default" shall have the meaning
      specified in Section 6.01.

            Guarantee: The term "Guarantee" shall mean a guarantee of the
      Securities or any series of the Securities, as the case may be.

            Guarantor: The term "Guarantor" means each of the Company's
      Restricted Subsidiaries that in the future executes a supplemental
      indenture in which such Restricted Subsidiary agrees to be bound by the
      terms of this Indenture as a Guarantor; provided that any Person
      constituting a Guarantor as described above shall cease to constitute a
      Guarantor which its respective Guarantee is released in accordance with
      the terms of this Indenture.

            Indebtedness: The term "Indebtedness" shall mean, with respect to
      any person, (a) any liability of such person (1) for borrowed money, or
      under any reimbursement obligation, contingent or otherwise, relating to
      an acceptance, letter of credit or similar facilities, or (2) evidenced by
      a bond, note, debenture or similar instrument (including a purchase money
      obligation) given in connection with the acquisition of any businesses,
      properties or assets of any kind (other than a trade payable or a current
      liability arising in the ordinary course of business), or (3) for the
      payment of money relating to a capitalized lease; (b) all obligations of
      such person to purchase redeem, retire, defease or otherwise make any
      payment in respect of any Capital Stock of or other ownership or profit
      interest in such person or any of its Affiliates or any warrants, rights
      or options to acquire such Capital Stock, valued, in the case of
      redeemable stock, at the greater of its voluntary or involuntary
      liquidation preference plus accrued and unpaid dividends; (c) any
      liability of others described in the preceding clause (a) that the person
      has guaranteed or that is otherwise its legal liability; and (d) any
      amendment, supplement, modification, deferral, renewal, extension or
      refunding of any liability of the types referred to in clauses (a), (b)
      and (c) above. For purposes of determining any particular amount of
      Indebtedness under this definition, guarantees of (or obligations with
      respect to letters of credit supporting) Indebtedness otherwise included
      in the determination of such amount shall not also be included.

                                       3
<PAGE>

            Indenture: The term "Indenture" or "this Indenture" shall mean this
      instrument and all indentures supplemental hereto.

            Interest Payment Date: The term "Interest Payment Date" when used
      with respect to any Security shall mean the Stated Maturity of an
      installment of interest on such Security.

            Lien: The term "Lien" means any mortgage, lien, charge, claim,
      security interest, pledge, hypothecation, right of another under any
      conditional sale or other title retention agreement, or any other
      encumbrance affecting title to property.

            Mandatory Sinking Fund Payment: The term "Mandatory Sinking Fund
      Payment" shall have the meaning specified in Section 4.04.

            Maturity: The term "Maturity", with respect to any Security, shall
      mean the date on which the principal of such Security shall become due and
      payable as therein and herein provided, whether by declaration, call for
      redemption or otherwise.

            Officers' Certificate: The term "Officers' Certificate", when used
      with respect to the Company, shall mean a certificate signed on behalf of
      the Company by the Chairman of the Board of Directors, the President or
      any Vice President and by the Treasurer, any Assistant Treasurer, the
      Controller, any Assistant Controller, the Secretary or any Assistant
      Secretary of the Company.

            Opinion of Counsel: The term "Opinion of Counsel" shall mean an
      opinion in writing signed by legal counsel, who may be counsel for the
      Company.

            Optional Sinking Fund Payment: The term "Optional Sinking Fund
      Payment" shall have the meaning specified in Section 4.04.

            Outstanding: The term "outstanding", when used as of any particular
      time with reference to Securities, shall mean, as of the date of
      determination and subject to Section 7.03, all Securities theretofore
      authenticated and delivered by the Trustee under this Indenture, except:

                (a) Securities or portions thereof for which (i) funds, or as
      provided in Section 11.02 hereof, direct obligations of the United States
      of America, sufficient to pay the principal thereof, premium, if any,
      thereon and all unpaid interest thereon to Maturity or to the date fixed
      for the redemption thereof shall have been deposited in trust for such
      purpose as provided herein with the Trustee or with any paying agent
      (other than the Company) or shall have been set aside and segregated in
      trust by the Company (if the Company shall act as its own paying agent)
      and (ii) in case of redemption, notice of redemption thereof shall have
      been duly given or provision satisfactory to the Trustee for the giving of
      such notice shall have been made;

                                       4
<PAGE>

                  (b) Securities which shall have been cancelled or surrendered
      to the Trustee for cancellation; and

                  (c) Securities in lieu of or in substitution for which other
      Securities shall have been authenticated and delivered pursuant to Section
      2.05 or 2.06;

      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 or waiver
      hereunder, Securities owned by the Company or any other obligor upon the
      Securities or any Affiliate of the Company or of such other obligor shall
      be disregarded and deemed not to be Outstanding, except that, in
      determining whether the Trustee shall be protected in relying upon any
      such request, demand, authorization, direction, notice, consent or waiver,
      only Securities which the Trustee actually knows to be so owned shall be
      so disregarded. Securities so owned which have been pledged in good faith
      may be regarded as Outstanding if the pledgee establishes to the
      satisfaction of the Trustee the pledgee's right so to act with respect to
      such Securities and that the pledgee is not the Company or any other
      obligor upon the Securities or any Affiliate of the Company or of such
      other obligor.

            Person: The term "person" shall mean an individual, a corporation, a
      partnership, a joint venture, an association, a joint stock company, a
      trust, an unincorporated organization or a government or an agency or
      political subdivision thereof.

            Preferred Stock: The term "Preferred Stock" shall mean, with respect
      to any person, any and all shares, interests, participations or other
      equivalents (however designated) of such person's preferred or preference
      stock whether now outstanding or issued after the date of this Indenture,
      and includes, without limitation, all classes and series of preferred or
      preference stock.

            Principal Office of the Trustee: The term "Principal Office of the
      Trustee", or other similar term, shall mean the principal corporate trust
      office of the Trustee at which its principal trust business is
      administered. As of the date hereof, the Principal Office of the Trustee
      is located at____________________________________________________________
      (telephone:_________________ and telecopier:_____________________).

            QIB: The term "QIB" means a qualified institutional buyer as defined
      in Rule 144A under the Securities Act.

            Record Date: The term "Record Date" shall mean, with respect to any
      interest payable on any Security on any Interest Payment Date, the close
      of business on the date specified in such Security or, in the case of
      defaulted interest, the close of business on any subsequent record date
      established as provided in Section 2.01 (in each case whether or not such
      day is a business day).

                                       5
<PAGE>

            Redemption Date: The term "Redemption Date" when used with respect
      to any Security to be redeemed, in whole or in part, shall mean the date
      fixed for such redemption by or pursuant to this Indenture and the terms
      of such Security.

            Redemption Price: The term "Redemption Price" when used with respect
      to any Security to be redeemed shall mean the price (exclusive of accrued
      but unpaid interest) at which it is to be redeemed pursuant to this
      Indenture and the terms of such Security.

            Regulation S: The term "Regulation S" means Regulation S as
      promulgated under the Securities Act.

            Regulation S Security: The term "Regulation S Security" has the
      meaning specified in Section 2.1.

            Responsible Officers: The term "Responsible Officers" of the Trustee
      hereunder shall mean and include the chairman and any vice chairman of the
      board of directors, the president, the chairman and any vice chairman of
      the executive committee of the board of directors, or any officer in the
      corporate trust department of the Trustee customarily performing functions
      similar to those performed by the persons who at the time shall be such
      officers, respectively, or to whom any corporate trust matter is referred
      because of his knowledge of, and familiarity with, a particular subject.

            Restricted Securities: The term "Restricted Securities" shall mean
      Securities of any series that are offered and sold in a transaction that
      was not registered under the Securities Act.

            Restricted Securities Legend: The term "Restricted Securities
      Legend" has the meaning specified in Section 3.01.

            Restricted Subsidiary: The term "Restricted Subsidiary" means any
      Subsidiary which is designated as such by Board Resolution and at least a
      majority of the shares of Voting Stock of which shall at the time be
      owned, directly, by the Company or by one or more Restricted Subsidiaries
      or by the Company and one or more Restricted Subsidiaries.

            Rule 144A: The term "Rule 144A" means Rule 144A under the Securities
      Act.

            Rule 144A Securities: The term "Rule 144A Securities" has the
      meaning specified in Section 2.1.

            Securities Act: The term "Securities Act" means the Securities Act
      of 1933, as amended.

            Security: The term "Security" shall mean one of the Securities duly
      authenticated by the Trustee and delivered pursuant to the provisions of
      this Indenture.

                                       6
<PAGE>

            Security Co Registrar: The term "Security Co Registrar" has the
      meaning specified in Section 2.05.

            Security Register, Security Registrar: The terms "Security Register"
      and "Security Registrar" have the respective meanings specified in Section
      2.05.

            Securityholder, holder of Securities, holder, registered holder: The
      term "Securityholder" or "holder of Securities" or "holder" or "registered
      holder", with respect to a Security, shall mean the person in whose name
      such Security or Securities shall be registered in the register kept for
      that purpose hereunder.

            Stated Maturity: The term "Stated Maturity" when used with respect
      to any Security or any installment of interest thereon shall mean the date
      specified in such Security as the fixed date on which the principal (or
      any portion thereof) of or premium, if any, on such Security or such
      installment of interest is due and payable.

            Subsidiary: The term "Subsidiary" shall mean any corporation at
      least a majority of the Voting Stock of which shall at the time be owned,
      directly or indirectly, by the Company, or one or more Subsidiaries, or by
      the Company and one or more Subsidiaries.

            Trustee: The term "Trustee" shall mean the trustee hereunder for the
      time being, whether original or successor, and if at any time there is
      more than one such trustee, "Trustee" as used with respect to the
      Securities of any series shall mean the trustee with respect to Securities
      of that series.

            Trust Indenture Act of 1939 or Trust Indenture Act: The term "Trust
      Indenture Act of 1939" or "Trust Indenture Act" shall mean such Act as
      amended from time to time except as provided in Section 13.06 or otherwise
      required by law.

            Unrestricted Subsidiary: The term "Unrestricted Subsidiary" shall
      mean any Subsidiary other than a Restricted Subsidiary.

            Voting Stock: The term "Voting Stock" means stock of any class or
      classes (however designated) having ordinary voting power for the election
      of a majority of the members of the board of directors (or any governing
      body) of such corporation, other than stock having such power only by
      reason of the happening of a contingency.

            Certain other terms, relating principally to provisions included in
this Indenture in compliance with the Trust Indenture Act of 1939, are defined
in Article Ten.

                                   ARTICLE TWO
                     FORM, EXECUTION, DELIVERY, TRANSFER AND
                             EXCHANGE OF SECURITIES

            SECTION 2.01. The Securities of each series shall be in
substantially such form as shall be established by or pursuant to a Board
Resolution or in one or more indentures

                                       7
<PAGE>

supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
or designation and such legends or endorsements printed, lithographed or
engraved thereon as the officers of the Company executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Securities may be
listed, or to conform to usage. The Securities shall be issued, except as
otherwise provided with respect to any series of Securities pursuant to Section
2.02, in the denomination of $1,000 and any larger denomination which is an
integral multiple of $1,000 approved by the Company, such approval to be
evidenced by the execution thereof.

            If Securities of a series are issuable in whole or in part in global
form, any such Security may provide that it shall represent the aggregate amount
of Outstanding Securities 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 reduced to reflect exchanges or increased to reflect
the issuance of additional Securities. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made in such manner and by
such person or persons, as shall be specified therein or in the Company order of
authentication delivered to the Trustee pursuant to Section 2.04.

            Nothing in this Section 2.1 shall prohibit the Company from issuing
Restricted Securities of a series offered and sold to QIBS in reliance on Rule
144A ("Rule 144A Securities") which may be issued in the form of one or more
global securities bearing appropriate legends as set forth in Section 3.01.

            Nothing in this Section 2.1 shall prohibit the Company from issuing
Restricted Securities of a series offered and sold outside of the United States
of America in reliance Regulation S (each a "Regulation S Security"), which may
be issued in the form of one or more global securities, bearing appropriate
legends as set forth in Section 3.01.

            The person in whose name any Security is registered at the close of
business on any Record Date with respect to any Interest Payment Date shall be
entitled to receive the interest payable on such Interest Payment Date
notwithstanding the cancellation of such Security upon any transfer or exchange
thereof subsequent to such Record Date and prior to such Interest Payment Date;
provided, however, that, if and to the extent the Company shall default in the
payment of the interest due on such Interest Payment Date, the defaulted
interest shall be paid to the persons in whose names the outstanding Securities
are registered on a subsequent record date, such record date to be not less than
5 days prior to the date of payment of such defaulted interest, established by
notice given by mail by or on behalf of the Company to the holders of Securities
not less than 15 days preceding such subsequent record date.

            The principal of and interest and premium, if any, on the Securities
shall be payable at each office or agency of the Company designated pursuant to
Section 5.02 for such purpose; provided, however, that interest may at the
option of the Company be paid by check

                                       8
<PAGE>

mailed to the address of the person entitled thereto as such address shall
appear in the Security Register (including the records of any Security Co
Registrar). Such payments will be made in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts.

            SECTION 2.02. The aggregate principal amount of Securities which may
be authenticated and delivered under this Indenture is unlimited.

            The Securities may be issued in one or more series. There shall be
established by or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

                  (a) the title of the Securities of the series (which shall
distinguish the Securities of the series from the Securities of all other
series, except to the extent that additional Securities of an existing series
are being issued);

                  (b) any limit upon the aggregate principal amount of the
Securities of the series which may be outstanding under this Indenture (except
as otherwise provided in Section 2.06, 2.08, 4.02 or 13.05);

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

                  (d) the rate or rates at which the Securities of the series
shall bear interest, if any, or the method by which such rate or rates shall be
determined, the date or dates from which such interest shall accrue, or the
method by which such date or dates shall be determined, the interest payment
dates on which such interest shall be payable and the record dates for the
determination of holders to whom interest is payable;

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

                  (f) the price or prices at which, the period or periods within
which and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company, if the Company is
to have that option;

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

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

                                       9
<PAGE>

                  (i) if other than the principal amount thereof, the portion of
the principal amount of the Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 6.02;

                  (j) the issuance of the Securities of such series in whole or
in part in global form and, if so, the identity of the Depositary for such
Securities in global form, and the terms and conditions, if any, upon which
interests in such Securities in global form may be exchanged, in whole or in
part, for the individual Securities represented thereby;

                  (k) any deletions from, modifications of or additions to the
events of default or covenants of the Company with respect to any of such
Securities, whether or not such events of default or covenants are consistent
with the events of default or covenants set forth herein;

                  (1) if the Securities of such series will be issuable upon the
conversion of other securities of the Company or upon the exercise of warrants,
the time, manner and place for such Securities to be authenticated and
delivered;

                  (m) if the Securities of the series will be convertible into
or exchangeable for Common Stock or other securities of the Company and, if so,
the terms and conditions upon which such Securities will be so convertible or
exchangeable; and

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

            All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided by or pursuant
to such Board Resolution, and set forth in such Officers' Certificate, or in any
such indenture supplemental hereto. If any of the terms of a series of
Securities are established by action taken pursuant to a Board Resolution, a
copy of such Board Resolution shall be delivered to the Trustee at or prior to
the delivery of the Officers' Certificate setting forth the terms of such
series. All Securities of any one series need not be issued at the same time
and, unless otherwise so provided by the Company, a series may be reopened for
issuances of additional Securities of such series or to establish additional
terms of such series of Securities.

            SECTION 2.03. The Securities shall be signed in the name and on
behalf of the Company by the manual or facsimile signature of its Chairman of
the Board of Directors, its President or one of its Vice Presidents, under its
corporate seal (which may be printed, engraved or otherwise reproduced thereon,
by facsimile or otherwise) which shall be attested by the manual or facsimile
signature of its Secretary, or one of its Assistant Secretaries. The Securities
shall then be delivered to the Trustee or the Authenticating Agent for
authentication by it, and thereupon, as provided herein, the Trustee or the
Authenticating Agent shall authenticate and deliver such Securities. In case any
officer of the Company who shall have signed any of the Securities shall cease
to be such officer of the Company before the Securities so signed shall have
been actually authenticated and delivered by the Trustee or the Authenticating
Agent, such Securities may nevertheless be issued, authenticated and delivered
as though the person who

                                       10
<PAGE>

signed such Securities had not ceased to be such officer of the Company; and
also any of the Securities may be signed on behalf of the Company by any person
who at the time of the execution of such Securities shall be the proper officer
of the Company, even though at the date of the execution of this Indenture such
person may not have been such officer of the Company.

            SECTION 2.04. Only such of the Securities as shall bear thereon a
certificate substantially in the form of the Trustee's certificate of
authentication hereinafter recited, executed by the Trustee or the
Authenticating Agent, shall be valid or become obligatory for any purpose or
entitle the holder thereof to any right or benefit under this Indenture, and the
certificate of authentication by the Trustee or the Authenticating Agent upon
any such Security executed on behalf of the Company as aforesaid shall be
conclusive evidence, and the only evidence, that the Security so authenticated
has been duly authenticated and delivered hereunder and that the holder thereof
is entitled to the benefits of this Indenture.

            The Trustee's certificate of authentication on all Securities shall
be in substantially the following form:

            This is one of the Securities issued under the Indenture described
herein.

                                  [____________________________],
                                           as Trustee

                                  By:__________________________________________
                                           Authorized Signatory

                                  or (if an Authenticating Agent is appointed
                                  pursuant to Section 10.10)

                                  [____________________________],
                                           as Trustee

                                  By:      (Name of Agent) as
                                           Authenticating Agent

                                  By:__________________________________________
                                           Authorized Signatory

            SECTION 2.05. The Company shall cause to be kept a register (herein
sometimes referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. Unless and until
otherwise determined by the Company, by Board Resolution, the Security Register
initially shall be kept at the Principal Office of the Trustee. The Trustee is
hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers of Securities as herein provided. The Company may appoint one or
more "Security Co

                                       11
<PAGE>

Registrars" for such purpose. The Security Registrar and any Security Co
Registrars are herein sometimes referred to, and are appointed as, the "Security
Registrar".

            Upon surrender for registration of transfer of any Security of any
series at any office or agency of the Company designated pursuant to Section
5.02 for such purpose or at the office of any Security Co Registrar, the Company
shall execute and the Trustee or the Authenticating Agent shall authenticate and
deliver a Security or Securities of such series for a like aggregate principal
amount, in such authorized denomination or denominations and registered in such
name or names as may be requested. The transfer of any security shall not be
valid as against the Company or the Trustee unless registered at such offices or
agency by the registered holder, or by his attorney duly authorized in writing.

            Securities of any series in their several authorized denominations
are exchangeable for a Security or Securities of such series in authorized
denominations and of a like aggregate principal amount. Securities to be
exchanged as aforesaid shall be surrendered for that purpose by the registered
holder thereof at such offices or agency, and the Company shall execute and the
Trustee or the Authenticating Agent shall authenticate and deliver in exchange
therefor the Security or Securities in such authorized denomination or
denominations as the Securityholder making the exchange shall have requested and
shall be entitled to receive. The Company shall not be required to make any
exchange or effect registration of transfer of (i) any Security which shall have
been designated for redemption in whole or in part except, in the case of any
Security to be redeemed in part, the portion thereof not so to be redeemed, or
(ii) any Security for a period of 15 days next preceding any selection of
Securities for redemption.

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

            Upon the transfer, exchange or replacement of Securities not bearing
a Restricted Securities Legend, the Securities Registrar shall deliver
Securities that do not bear a Restricted Securities Legend. Upon the transfer,
exchange or replacement of Securities bearing a Restricted Securities Legend,
the Securities Registrar shall deliver Securities that bear a Restricted
Securities Legend, unless (i) such Securities are exchanged for Securities that
are registered under the Securities Act, (ii) such Securities are sold under an
effective registration statement or (iii) there is delivered to the Securities
Registrar an Opinion of Counsel to the effect that neither such legend nor the
related restrictions on transfer are required in order to maintain compliance
with the provisions of the Securities Act.

            All Securities presented or surrendered for registration of
transfer, exchange or payment shall (if so required by the Company or the
Trustee or any Security Registrar or Security Co Registrar or any Authenticating
Agent) be duly endorsed by, or accompanied by a written instrument or
instruments of transfer (in form satisfactory to the Company and the

                                       12
<PAGE>

Security Registrar or any Security Co Registrar) duly executed by, the
registered holder or by his attorney duly authorized in writing.

            If at any time the Depositary for the Securities of a series
represented by one or more Securities in global form notifies the Company that
it is unwilling or unable to continue as Depositary for the Securities of such
series or if at any time the Depositary for the Securities of such series shall
no longer be eligible under Section 2.01, the Company shall appoint a successor
Depositary with respect to the Securities of such series. If a successor
Depositary for the Securities of such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company's election pursuant to Section 2.02 that such
Securities be represented by one or more Securities in global form shall no
longer be effective with respect to the Securities of such series and the
Company will execute, and the Trustee, upon receipt of a Company order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive form, in
authorized denominations, in an aggregate principal amount and like terms and
tenor equal to the principal amount of the Security or Securities in global form
representing such series in exchange for such Security or Securities in global
form.

            The Company may at any time and in its sole discretion determine
that individual Securities of any series issued in global form shall no longer
be represented by such Security or Securities in global form. In such event the
Company will execute, and the Trustee, upon receipt of a Company order for the
authentication and delivery of definitive Securities of such series and of the
same terms and tenor, will authenticate and deliver Securities of such series in
definitive form, in authorized denominations, and in aggregate principal amount
equal to the principal amount of the Security or Securities in global form
representing such series in exchange for such Security or Securities in global
form.

            If specified by the Company pursuant to Section 2.02 with respect to
a series of Securities issued in global form, the Depositary for such series of
Securities may surrender a Security in global form for such series of Securities
in exchange in whole or in part for Securities of such series in definitive form
and of like terms and tenor on such terms as are acceptable to the Company and
such Depositary. Thereupon, the Company shall execute, and the Trustee upon
receipt of a Company order for the authentication and delivery of definitive
Securities of such series, shall authenticate and deliver, without service
charge to the holders:

                  (a) to each person specified by such Depositary a new
definitive Security or Securities of the same series and of the same tenor, in
authorized denominations, in aggregate principal amount equal to and in exchange
for such person's beneficial interest in the Security in global form; and

                  (b) to such Depositary a new Security in global form in a
denomination equal to the difference, if any, between the principal amount of
the surrendered Security in global form and the aggregate principal amount of
the definitive Securities delivered to holders pursuant to clause (a) above.

                                       13
<PAGE>

            Upon the exchange of a Security in global form for Securities in
definitive form, such Security in global form shall be cancelled by the Trustee
or an agent of the Company or the Trustee. Securities issued in definitive form
in exchange for a Security in global form pursuant to this Section 2.05 shall be
registered in such names and in such authorized denominations as the Depositary
for such Security in global form, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee or an agent of
the Company or the Trustee in writing. The Trustee or such agent shall deliver
such Securities to or as directed by the persons in whose names such Securities
are so registered or to the Depositary.

            Whenever any securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities,
which the holder making the exchange is entitled to receive.

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

            The Company and the Trustee, and the agents of either, may deem and
treat the person in whose name any Security is registered as the absolute owner
of such Security (whether or not such Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for all
purposes whatsoever (subject to the provisions set forth herein relating to
Record Dates and record dates for the payment of any defaulted interest), and
the Company and the Trustee, and the agents of either, shall not be affected by
any notice to the contrary.

            None of the Company, the Trustee, any Authenticating Agent, 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 Security in global form or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interest and each of them may act or refrain from acting without liability on
any information relating to such records provided by the Depositary.

            SECTION 2.06. In case any temporary or definitive Security of a
particular series shall become mutilated or be destroyed, lost or stolen, then
upon the conditions hereinafter set forth the Company in its discretion may
execute, and thereupon the Trustee or the Authenticating Agent shall
authenticate and deliver, a new Security of the same series of like tenor and
principal amount and bearing a different number, in exchange and substitution
for and upon cancellation of the mutilated Security or in lieu of and
substitution for the Security so destroyed, lost or stolen; provided, however,
that if any such mutilated, destroyed, lost or stolen Security shall have become
payable upon the maturity thereof, the Company may, instead of issuing a
substitute Security, pay such Security without requiring the surrender thereof.
The applicant for any substitute Security or for payment of any such mutilated,
destroyed, lost or stolen Security shall furnish to the Company and to the
Trustee evidence satisfactory to them, in their discretion, of the ownership of
and the destruction, loss or theft of such Security and shall furnish to the
Company and to the Trustee indemnity satisfactory to them, in their discretion,
and, if required, shall reimburse the Company and the Trustee for all expenses
(including counsel fees and any tax or other governmental charge that may be
imposed in relation thereto) in connection with the

                                       14
<PAGE>

preparation, issue and authentication of such substitute Security or the payment
of such mutilated, destroyed, lost or stolen Security, and shall comply with
such other reasonable regulations as the Company and the Trustee, or either of
them, may prescribe. Any such new Security delivered pursuant to this Section
2.06 shall constitute an additional contractual obligation on the part of the
Company, whether or not the allegedly destroyed, lost or stolen Security shall
be at any time enforceable by anyone, and shall be equally and proportionately
entitled to the benefit of this Indenture with all other Securities of the same
series issued hereunder. All Securities shall be held and owned upon the express
condition that, to the extent permitted by law, the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities and shall preclude any and all other rights or
remedies.

            SECTION 2.07. Subject to the provisions set forth herein relating to
Record Dates and record dates for the payment of any defaulted interest, each
Security delivered pursuant to any provision of this Indenture in exchange or
substitution for, or upon registration of transfer of, any other Security shall
carry all the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

            SECTION 2.08. Pending the preparation of definitive Securities of
any series the Company may execute and the Trustee or the Authenticating Agent
shall authenticate and deliver temporary Securities of such series (printed or
lithographed). Temporary Securities shall be issuable in any authorized
denomination, and substantially in the form of the definitive Securities but
with such omissions, insertions and variations as may be appropriate for
temporary Securities, all as may be determined by the Company. In the case of
Securities of any series, such temporary Securities may be in global form,
representing all of the Outstanding Securities of such series and tenor. Every
such temporary Security of a particular series shall be authenticated by the
Trustee or the Authenticating Agent upon the same conditions and in
substantially the same manner, and with the same effect, as the definitive
Securities of such series. Without unreasonable delay, and except in the case of
temporary Securities in global form which shall be exchanged in accordance with
the provisions thereof, the Company will execute and deliver to the Trustee
definitive Securities of such series and thereupon any or all temporary
Securities of such series may be surrendered in exchange for definitive
Securities of the same series, at the Principal Office of the Trustee or any
office or agency of the Company designated pursuant to Section 5.02 for such
purpose or at the office of any Security Co Registrar, and the Trustee or the
Authenticating Agent shall authenticate and deliver in exchange for such
temporary Securities an equal aggregate principal amount of definitive
Securities of the same series. Such exchange shall be made by the Company at its
own expense and without any charge therefor except that the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto. Until so exchanged, the temporary Securities
of a particular series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series authenticated
and delivered hereunder.

                                  ARTICLE THREE
                               ISSUE OF SECURITIES

                                       15
<PAGE>

            SECTION 3.01. At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee or the Authenticating Agent for
authentication. The Trustee or the Authenticating Agent shall thereupon
authenticate and deliver such Securities to or upon the written order of the
Company, signed by its Chairman of the Board of Directors, its President or a
Vice President, without any further action by the Company. In authenticating
such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 315 of the Trust Indenture Act) shall be fully
protected in relying upon:

                  (a) a Board Resolution relating thereto and, if applicable, an
appropriate record of any action taken pursuant to such resolution, certified by
the Secretary or an Assistant Secretary of the Company;

                  (b) an executed supplemental indenture, if any;

                  (c) an Officers' Certificate; and

                  (d) an Opinion of Counsel prepared in accordance with Section
14.03, which shall state

                        (1) that the form and terms of such Securities have been
      established by or pursuant to one or more Board Resolutions, by a
      supplemental indenture as permitted by Section 13.01(f), or by both such
      resolution or resolutions and such supplemental indenture, in conformity
      with the provisions of this Indenture;

                        (2) that the supplemental indenture, if any, when
      executed and delivered by the Company and the Trustee, will constitute a
      valid and legally binding obligation of the Company;

                        (3) that such Securities, when authenticated and
      delivered by the Trustee or the Authenticating Agent and issued by the
      Company in the manner and subject to any conditions specified in such
      Opinion of Counsel, will constitute valid and legally binding obligations
      of the Company, enforceable in accordance with their terms, and will be
      entitled to the benefits of this Indenture;

                        (4) that the Company has the corporate power to issue
      such Securities, and has duly taken all necessary corporate action with
      respect to such issuance;

                        (5) that the issuance of such Securities will not
      contravene the charter or bylaws of the Company or result in any violation
      of any of the terms or provisions of any law or regulation or of any
      indenture, mortgage or other agreement by which the Company is bound and
      under which long-term debt of the Company as reflected in its latest
      financial statements on file with the Securities and Exchange Commission
      is outstanding; and

                                       16
<PAGE>

                        (6) that all requirements of this Indenture applicable
      to the Company in respect of the execution and delivery by the Company of
      such Securities and of such supplemental indenture, if any, have been
      complied with and that, assuming (a) all requisite corporate authorization
      on the part of the Trustee, (b) continued compliance by the Trustee with
      the terms of the Indenture specifically applicable to the Trustee, and (c)
      due authentication and delivery of such Securities by the Trustee or the
      Authenticating Agent, the execution and delivery of such supplemental
      indenture, if any, will not violate the terms of this Indenture, and that,
      other than compliance with federal and state securities laws, no
      authorization, approval or consent by any regulatory or statutory or other
      public authority is required in connection with the execution and delivery
      of such supplemental indenture or for the creation, issuance,
      authentication and delivery of the Securities pursuant to this Indenture.

            If not all the Securities of any series are to be issued at one
time, it shall not be necessary to deliver an Opinion of Counsel at the time of
issuance of each Security, but such opinion with appropriate modifications shall
be delivered at or before the time of issuance of the first Security of such
series.

            If the Company shall establish pursuant to Section 2.02 that
Securities of a series may be issued in whole or in part in global form, then
the Company shall execute and the Trustee shall, in accordance with this Section
and the Company order of authentication with respect to such series,
authenticate and deliver one or more Securities in global form that (i) shall
represent and shall be denominated in an aggregate amount equal to the aggregate
principal amount of the Outstanding Securities of such series and tenor to be
represented by one or more Securities in global form, (ii) shall be registered,
in the name of the Depositary for such Security or Securities in global form or
the nominee of such Depositary, (iii) shall be delivered to such Depositary or
pursuant to such Depositary's instruction, and (iv) shall bear a legend
substantially to the following effect: "Unless this certificate is presented by
an authorized representative of The Depository Trust Company, a New York
corporation ("DTC") to the Company or its agent for transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein." Each Depositary designated
pursuant to Section 2.02 for a Security in global form must, at the time of its
designation and at all times while it serves as Depositary, be a clearing agency
registered under the Securities Exchange Act of 1934 and any other applicable
statute or regulation.

            If the Company, pursuant to Section 2.02, issues Rule 144A
Securities of a series that may be issued in whole or in part in global form,
the certificate shall bear a Restricted Securities Legend. The Restricted
Securities Legend shall be substantially to the following effect:

                                       17
<PAGE>

      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED ("THE SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR
      SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
      U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
      ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
      INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR
      (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
      TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2)
      AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k)
      UNDER THE SECURITIES ACT, AS AMENDED, RESELL OR OTHERWISE TRANSFER THIS
      SECURITY EXCEPT (A) TO THE ISSUER THEREOF OR ANY SUBSIDIARY THEREOF, (B)
      INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
      WITH RULE 144A OF THE SECURITIES ACT, AS AMENDED, (C) OUTSIDE THE UNITED
      STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
      SECURITIES ACT, AS AMENDED, (D) PURSUANT TO THE EXEMPTION FROM
      REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
      OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM
      THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
      LEGEND.

            If pursuant to Section 2.02, the Company issues Regulation S
Securities of a series that may be issued in whole or in part in global form,
the certificate shall bear a Restricted Securities Legend.

            The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section 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.

            Each Security shall be dated the date of its authentication.

                                  ARTICLE FOUR
                     REDEMPTION OF SECURITIES; SINKING FUND

            SECTION 4.01. Redemption of Securities (other than pursuant to a
sinking fund or analogous provision) permitted by the terms of any series of
Securities shall be made in accordance with such terms and Sections 4.02 and
4.03; provided, however, that if any such terms of a series of Securities shall
conflict with any provision of this Article, the terms of such series shall
govern.

                                       18
<PAGE>

            SECTION 4.02. The election of the Company to redeem any Securities
of any series shall be evidenced by or pursuant to a Board Resolution. If the
Company shall elect to redeem the Securities of any series in whole or in part
as aforesaid, it shall fix a date for redemption and give notice of its election
so to redeem by mailing or causing to be mailed written notice, postage prepaid,
at least 30 days prior to the redemption date, to all holders of Securities to
be redeemed as a whole or in part, addressed to them at their respective
addresses as the same shall then appear on the Security Register of the Company.
Any notice which shall be mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the holder shall
receive such notice. Failure to mail such notice, or any defect in the notice
mailed, to the holder of any Security designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Security.

            Each notice of redemption shall state such election on the part of
the Company, the Redemption Date and place of payment of the Securities to be
redeemed and the Redemption Price and that the Securities designated in such
notice for redemption are required to be presented on or after such Redemption
Date and at such place for payment and that interest to the Redemption Date on
the Securities and portions of Securities called for redemption will be paid as
specified in said notice and shall cease to accrue thereon on such date. If less
than all the outstanding Securities of a series are to be redeemed, the notice
shall also designate the Securities or portions of Securities that are to be
redeemed. If any Security is to be redeemed in part only, the notice shall also
state that upon presentation of such Security on or after the redemption date at
said place, such Security will be canceled and a new Security or Securities of
the same series, in an aggregate principal amount equal to the unredeemed
portion of such Security, will be issued and delivered without charge to the
holder.

            Notice having been so given, the Securities and portions of
Securities to be redeemed shall on the Redemption Date specified in such notice
become due and payable at the applicable Redemption Price, together with
interest accrued thereon to the Redemption Date, and from and after the
Redemption Date so specified (unless the Company shall default in the payment of
the Redemption Price of such Securities or any such accrued interest) interest
on such Securities and portions of Securities shall cease to accrue, and upon
presentation of such Securities at said place of payment and redemption in
accordance with said notice, such Securities and portions of Securities shall be
paid by the Company at the applicable Redemption Price, together with interest
accrued to the Redemption Date (except that, if the Redemption Date shall be an
Interest Payment Date, the interest payable on such date shall be paid to the
registered holders of such Securities at the close of business on the applicable
Record Date, subject to the provisions of Section 2.01).

            If the Company shall at any time elect to redeem less than all the
Securities of a series then outstanding, it shall at least 45 days prior to the
Redemption Date (unless a shorter notice shall be satisfactory to the Trustee)
notify the Trustee of the principal amount of Securities to be redeemed, and
thereupon the Trustee shall select, in such manner as the Trustee shall deem
appropriate and fair, the Securities (or portions thereof) of such series to be
redeemed. No Security of a denomination of $1,000 shall be redeemed in part and
Securities may be redeemed in part only in integral multiples of $1,000. The
Trustee shall promptly notify the Company in writing of the Securities and
portions of Securities so selected.

                                       19
<PAGE>

            SECTION 4.03. If Securities of any Series at the time outstanding
are to be redeemed under circumstances to which Section 11.02 is applicable, the
Company shall deliver to the Trustee (1) proof satisfactory to the Trustee that
notice of redemption thereof on a specified redemption date has been given as
hereinbefore provided, or (2) proof satisfactory to the Trustee that
arrangements have been made insuring to the satisfaction of the Trustee that
such notice will be so given, or (3) a written instrument in form and substance
satisfactory to the Trustee executed by the Company under its corporate seal,
and expressed to be irrevocable, authorizing the Trustee to give such notice for
and on behalf of the Company.

            SECTION 4.04. Redemption of Securities permitted or required
pursuant to a sinking fund for the retirement of Securities of a series by the
terms of such series of Securities shall be made in accordance with such terms
of such series of Securities and this Article; provided, however, that if any
such terms of a series of Securities shall conflict with any provision of this
Article, the terms of such series shall govern.

            The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "Mandatory Sinking
Fund Payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "Optional
Sinking Fund Payment". If provided for by the terms of Securities of any series,
the cash amount of any Mandatory Sinking Fund Payment may be subject to
reduction as provided in Section 4.05.

            SECTION 4.05. The Company may, at its option, satisfy any Mandatory
Sinking Fund Payment obligation, in whole or in part, with respect to a
particular series of Securities by (1) delivering to the Trustee outstanding
Securities of such series in transferable form theretofore purchased or
otherwise acquired by the Company or redeemed at the election of the Company
pursuant to Section 4.01 or (2) receiving credit for Securities of such series
(not previously so credited) acquired by the Company and theretofore delivered
to the Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment
obligation with an amount equal to the redemption price specified in such
Securities for redemption through operation of the sinking fund and the amount
of such Mandatory Sinking Fund Payment shall be reduced accordingly. If the
Company shall elect so to satisfy any Mandatory Sinking Fund Payment obligation,
it shall deliver to the Trustee not less than 45 days prior to the relevant
sinking fund payment date a written notice signed on behalf of the Company by
its Chairman of the Board of Directors, its President, one of its Vice
Presidents, its Treasurer or one of its Assistant Treasurers, which shall
designate the Securities (and portions thereof, if any) to be so delivered or
credited and which shall be accompanied by such Securities (to the extent not
theretofore delivered) in transferable form. In case of the failure of the
Company, at or before the time so required, to give such notice and deliver such
Securities, the Mandatory Sinking Fund Payment obligation shall be paid entirely
in cash.

            SECTION 4.06. In addition to the sinking fund requirements of
Section 4.05, to the extent, if any, provided for by the terms of a particular
series of Securities, the Company may, at its option, make an Optional Sinking
Fund Payment with respect to such Securities. Unless otherwise provided by such
terms, (a) to the extent that the right of the Company to make

                                       20
<PAGE>

such Optional Sinking Fund Payment shall not be exercised in any year, it shall
not be cumulative or carried forward to any subsequent year, and (b) such
optional payment shall operate to reduce the amount of any Mandatory Sinking
Fund Payment obligation as to Securities of the same series. If the Company
intends to exercise its right to make such optional payment in any year it shall
deliver to the Trustee not less than 45 days prior to the relevant sinking fund
payment date a certificate signed by its Chairman of the Board of Directors, its
President, one of its Vice Presidents, its Treasurer or one of its Assistant
Treasurers stating that the Company will exercise such optional right, and
specifying the amount which the Company will pay on or before the next
succeeding sinking fund payment date. Such certificate shall also state that no
event of default has occurred and is continuing.

            SECTION 4.07. If the sinking fund payment or payments made in funds
pursuant to either Section 4.05 or 4.06 with respect to a particular series of
Securities plus any unused balance of any preceding sinking fund payments made
in funds with respect to such series shall exceed $50,000 (or a lesser sum if
the Company shall so request), it shall be applied by the Trustee on the sinking
fund payment date next following the date of such payment, unless the date of
such payment shall be a sinking fund payment date, in which case such payment
shall be applied on such sinking fund payment date, to the redemption of
Securities of such series at the redemption price specified pursuant to Section
4.04. The Trustee shall select in the manner provided in Section 4.02, for
redemption on such sinking fund payment date, a sufficient principal amount of
Securities of such sinking fund payment date, a sufficient principal amount of
Securities of such series to absorb said funds, as nearly as may be, and shall,
at the expense and in the name of the Company, thereupon cause notice of
redemption of the Securities to be given in substantially the manner provided in
Section 4.02 for the redemption of Securities in part at the option of the
Company, except that the notice of redemption shall also state that the
Securities are being redeemed for the sinking fund. Any sinking fund moneys not
so applied by the Trustee to the redemption of Securities of such series shall
be added to the next sinking fund payment received in funds by the Trustee and,
together with such payment, shall be applied in accordance with the provisions
of this Section 4.07. Any and all sinking fund moneys held by the Trustee on the
last sinking fund payment date with respect to Securities of such series, and
not held for the payment or redemption of particular Securities of such series,
shall be applied by the Trustee to the payment of the principal of the
Securities of such series at Maturity.

            On or prior to each sinking fund payment date, the Company shall pay
to the Trustee a sum equal to all unpaid interest accrued to the date fixed for
redemption on Securities to be redeemed on such sinking fund payment date
pursuant to this Section 4.07.

            The Trustee shall not redeem any Securities of a series with sinking
fund moneys or mail any notice of redemption of Securities of such series by
operation of the sinking fund during the continuance of a default in payment of
interest on any Securities of such series or of any event of default (other than
an event of default occurring as a consequence of this paragraph) of which the
Trustee has actual knowledge, except that if the notice of redemption of any
Securities of such series shall theretofore have been mailed in accordance with
the provisions hereof, the Trustee shall redeem such Securities if funds
sufficient for that purpose shall be deposited with the Trustee in accordance
with the terms of this Article Four. Except as aforesaid, any moneys in the
sinking fund at the time any such default or event of default shall occur and

                                       21
<PAGE>

any moneys thereafter paid into the sinking fund shall, during the continuance
of such default or event of default, be held as security for the payment of all
the Securities of such series; provided, however, that in case such default or
event of default shall have been cured or waived as provided herein, such moneys
shall thereafter be applied on the next sinking fund payment date on which such
moneys are required to be applied pursuant to the provisions of this Section
4.07.

                                  ARTICLE FIVE
                            COVENANTS OF THE COMPANY

            SECTION 5.01. The Company shall pay the principal of and premium, if
any, on each of the Securities, and the interest which shall have accrued
hereon, at the date and place and in the manner provided in the Securities and
in this Indenture, and will comply with all other terms, agreements and
conditions contained in, or made in this Indenture for the benefit of, the
Securities.

            SECTION 5.02. The Company shall maintain in the city in the United
States in which the Company has its principal business office and in The City of
New York, and may maintain elsewhere, an office or agency where Securities may
be presented or surrendered for payment, where Securities may be surrendered for
transfer or exchange, where Securities of that series which are convertible may
be surrendered for conversion, if applicable, and where notices and demands to
or upon the Company in respect of the Securities and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of any such office or agency. If at
any time the Company shall fail to maintain 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 Principal Office of
the Trustee. The Company hereby initially appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.

            The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all of such purposes and may from time to time rescind such designations;
provided, however, that no such designation shall in any manner result in the
creation of a Security Register or Security Co Registrar in addition to the
Security Register required to be kept pursuant to Section 2.05 and any Security
Co Registrar appointed pursuant to Section 2.05. The Company will give prompt
written notice to the Trustee of any such designation and any change in the
location of any such other office or agency.

            SECTION 5.03. If the Company shall at any time act as its own paying
agent with respect to any series of Securities, then, on or before the date on
which the principal of and premium, if any, or interest on any of the Securities
of that series by their terms or as a result of the calling thereof for
redemption shall become payable, the Company will set apart and segregate and
hold in trust for the benefit of the holders of such Securities a sum sufficient
to pay such principal and premium, if any, or interest which shall have so
become payable and will notify the Trustee of its failure to act in that regard
and of any failure by the Company or any other obligor upon the securities of
that series to make any such payment. If the company shall appoint, and at the
time have, a paying agent for the payment of the principal of and premium, if

                                       22
<PAGE>

any, or interest on any series of Securities, then, on or before the date on
which the principal of and premium, if any, or interest on any of the Securities
of that series shall become payable as aforesaid, whether by their terms or as a
result of the calling thereof for redemption, the Company will pay to such
paying agent a sum sufficient to pay such principal and premium, if any, or
interest, to be held in trust for the benefit of the holders of such Securities.
If such paying agent shall be other than the Trustee, the Company will cause
such paying agent 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 5.03 and of Section 11.03, (1) that such paying agent shall hold
all sums held by such paying agent for the payment of the principal of and
premium, if any, or interest on the Securities of that series in trust for the
benefit of the holders of such Securities; (2) that such paying agent shall give
to the Trustee notice of any default by the Company or any other obligor upon
the Securities of that series in the making of any payment of the principal of
and premium, if any, or interest on the Securities of that series when the same
shall have become due and payable; and (3) that such paying agent shall, at any
time during the continuance of any such default, upon the written request of the
Trustee, deliver to the Trustee all sums so held in trust by it.

            Anything in this Section 5.03 to the contrary notwithstanding, the
Company may at any time, for the purpose of obtaining a release or satisfaction
of this Indenture or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust by it or by any paying agent other than the
Trustee as required by this Section 5.03, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such paying agent.

            Any money deposited with the Trustee or any paying agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, or interest on any Security and remaining unclaimed for two years after
such principal, premium, if any, or interest has become due and payable shall be
paid to the Company on Company request, or (if then held by the Company) shall
be discharged from such trust; and the holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such paying agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such paying agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each business day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

            SECTION 5.04. Subject to Section 5.05, the Company will do or cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence and that of each Subsidiary and the rights and
franchises of the Company as necessary or desirable in the normal conduct of its
business; provided, however, that the Company shall not be required to preserve
the corporate existence of any Subsidiary if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and the other Subsidiaries taken as a whole.

                                       23
<PAGE>

            SECTION 5.05. The Company will not consolidate with any other
corporation or accept a merger of any other corporation into the Company or
permit the Company to be merged into any other corporation, or sell or lease all
or substantially all its assets to another corporation, or purchase all or
substantially all the assets of another corporation, unless (i) either the
Company shall be the continuing corporation, or the successor, transferee or
lessee corporation (if other than the Company) shall be organized under the laws
of the United States or any state thereof or the District of Columbia and shall
expressly assume, by indenture supplemental hereto, executed and delivered by
such corporation prior to or simultaneously with such consolidation, merger,
sale or lease, the due and punctual payment of the principal of and interest and
premium, if any, on all the Securities, according to their tenor, and the due
and punctual performance and observance of all the covenants and conditions of
this Indenture to be performed or observed by the Company, and (ii) immediately
after such consolidation, merger, sale, lease or purchase the Company or the
successor, transferee or lessee corporation (if other than the Company) would
not be in default in the performance of any covenant or condition of this
Indenture. A purchase by a Subsidiary of all or substantially all of the assets
of another corporation shall not be deemed to be a purchase of such assets by
the Company.

            SECTION 5.06. The Company will not itself, and will not permit any
Subsidiary to, directly or indirectly, create, issue, assume, incur, guarantee
or permit to exist any Indebtedness that is secured by a mortgage, pledge, lien,
security interest or other encumbrance on any Common Stock of a Subsidiary owned
by the Company or by any Subsidiary (other than a Subsidiary which, at the time
of incurence of such secured indebtedness, has a net worth, as determined in
accordance with generally accepted accounting principles, of less than
$5,000,000)], unless the Company also secures all Securities then Outstanding
under this Indenture equally and ratably with, or prior to, the Indebtedness
being secured, together with, at the Company's election, any of the Company's or
any Subsidiary's other Indebtedness ranking on a parity with, or prior to, the
Securities for so long as such Indebtedness is outstanding and is so secured.
[DISCUSS]

            SECTION 5.07. The Company will not itself, and will not permit any
Subsidiary to, issue, sell, transfer or otherwise dispose of any shares of
Capital Stock of any Subsidiary, or any securities convertible into or
exercisable or exchangeable for shares of Capital Stock of any Subsidiary, or
warrants, rights or options to subscribe for or purchase shares of capital stock
of any Subsidiary, except for (i) any issuance, sale, assignment, transfer or
other disposition of directors' qualifying shares; (ii) any issuance, sale,
assignment, transfer or other disposition to the Company or another Subsidiary;
(iii) any issuance, sale, assignment, transfer or other disposition of all or
any part of the capital stock of any Subsidiary for consideration which is at
least equal to the fair value of such capital stock as determined by the Board
of Directors (acting in good faith); or (iv) any issuance, sale, assignment,
transfer or other disposition made in compliance with an order of a court or
regulatory authority of competent jurisdiction.

            SECTION 5.08. The Company will deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement signed by the
Chairman of the Board of Directors, the President, the Principal Financial
Officer or Principal Accounting Officer or the Treasurer or Controller of the
Company, stating that:

                                       24
<PAGE>

                  (a) a review of the activities of the Company during such year
with regard to its compliance with this Indenture has been made under his
supervision, and

                  (b) to the best of his knowledge, based on such review, the
Company has fulfilled all its obligations under this Indenture throughout such
year, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to him and the nature and status thereof.

            SECTION 5.09. Anything in this Indenture to the contrary
notwithstanding, the Company or any Restricted Subsidiary may fail or omit in
any particular instance to comply with a covenant or condition set forth in
Section 5.04, 5.05, 5.06 or 5.07 with respect to any series of Securities if the
Company shall have obtained and filed with the Trustee, prior to the time of
such failure or omission, evidence (as provided in Article Seven) of the consent
of the holders of at least a majority in aggregate principal amount of the
Securities of such series at the time outstanding, either waiving such
compliance in such instance or generally waiving compliance with such covenant
or condition, but no such waiver shall extend to or affect any obligation not
waived by the terms of such waiver or impair any right consequent thereon.

                                   ARTICLE SIX
                     REMEDIES OF TRUSTEE AND SECURITYHOLDERS

            SECTION 6.01. Except where otherwise indicated by the context or
where the term is otherwise defined for a specific purpose, the term "event of
default" as used in this Indenture with respect to Securities of any series
shall mean one of the following described events (whatever the reason for such
event of default and whether or not it shall be occasioned by the provisions of
Article Fifteen) unless it is either inapplicable to a particular series or it
is specifically deleted or modified in the supplemental indenture, if any, under
which such series of Securities is issued:

                  (a) the failure of the Company to pay any installment of
interest on any Security of such series, when and as the same shall become
payable, which failure shall have continued unremedied for a period of 30 days;

                  (b) the failure of the Company to pay the principal of (and
premium, if any, on) any Security of such series, when and as the same shall
become payable, whether at maturity as therein expressed, by call for redemption
(otherwise than pursuant to a sinking fund), by declaration as authorized by
this Indenture or otherwise;

                  (c) the failure of the Company to pay a sinking fund
installment, if any, when and as the same shall become payable by the terms of a
Security of such series, which failure shall have continued unremedied for a
period of 30 days;

                  (d) the entry by a court having jurisdiction in the premises
of a decree or order for relief in respect of the Company in an involuntary case
under the Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy,

                                       25
<PAGE>

insolvency or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar
official) of the Company or for substantially all of its property, or ordering
the winding up or liquidation of its affairs, which decree or order shall have
remained unstayed and in effect for a period of 90 consecutive days;

                  (e) the commencement by the Company of a voluntary case under
the Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy, insolvency or other similar law now or
hereafter in effect, or the consent by the Company to the entry of an order for
relief in an involuntary case under any such law, or the consent by the Company
to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian or sequestrator (or similar official) of the Company or for
substantially all of its property, or the making by it of an assignment for the
benefit of its creditors; or

                  (f) the occurrence of any other event of default with respect
to Securities of such series as provided in an Officers' Certificate delivered
pursuant to Section 2.02 or a supplemental indenture applicable to such series
of Securities pursuant to Section 13.01(b).

            The Trustee shall be deemed to have knowledge of an event of default
only upon receipt of written notice by a corporate trust officer of the Trustee.

            SECTION 6.02. If any one or more of the above described events of
default (other than those specified in clause (e) or (f) of Section 6.02) occurs
with respect to Securities of any series at the time outstanding, then, and in
each and every such case, during the continuance of any such event of default,
the Trustee or the holders of 25% or more in principal amount of the Securities
of such series then outstanding may declare the principal of all the Securities
of such series then outstanding, if not then due and payable, to be due and
payable, and upon any such declaration the same shall become and be immediately
due and payable, anything contained in this Indenture or in the Securities of
such series to the contrary notwithstanding.

            If the event of default specified in Section 6.01(e) or (f) occurs,
all unpaid principal of and accrued interest 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 principal amount of the Securities of such series then outstanding may, on
behalf of the holders of all the Securities of such series, waive the event of
default by reason of which the principal of the Securities of such series shall
have been so declared to be due and payable, and may rescind and annul such
declaration and its consequences if:

                                       26
<PAGE>

            (1) the Company has paid or deposited with the Trustee a sum of
      money sufficient to pay:

                  (a) the overdue interest on all Securities of such series;

                  (b) the principal of (a premium, if any, on) any Securities of
      that series which has become due otherwise than by such declaration of
      that acceleration and interest thereon at the rate or rates prescribed
      therefor in such Securities;

                  (c) all overdue sinking fund payments with respect to
      Securities of that series and interest thereon at the rate or rates
      prescribed therefore 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 (including reasonable legal fees and
      expenses; and

            (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 such sums of money with respect to Securities of such series,
      which shall have become due solely by such declaration of acceleration,
      shall have been cured or waived as provided in this Section 6.02, but no
      such waiver, rescission or annulment shall extend to or affect any
      subsequent default or event of default, or impair any right consequent
      thereon.

            Any declaration by the Trustee pursuant to this Section 6.02 shall
be by written notice to the Company, and any declaration or waiver by the
holders of Securities of any series pursuant to this Section 6.02 shall be by
written notice to the Company and the Trustee.

            The Company and the Trustee may, to the extent provided in Section
13.01, enter into one or more indentures supplemental hereto, with respect to
any series of the Securities, which may provide for additional or different
events of default with respect to such series of Securities.

            SECTION 6.03. If the Company shall fail for a period of 30 days to
pay any installment of interest on the Securities of any series or shall fail to
pay the principal of and premium, if any, on any of the Securities of such
series, when and as the same shall become due and payable, whether at Maturity,
or by call for redemption (otherwise than pursuant to the sinking fund) by
declaration as authorized by this Indenture, or otherwise, or shall fail for a
period of 30 days to make any sinking fund payment as to a series of Securities,
then, upon demand by the Trustee, the Company will pay to the Trustee for the
benefit of the holders of Securities of such series then outstanding, the whole
amount which shall then have become due and payable on all the Securities of
such series, with interest on the overdue principal and premium, if any, and (so
far as the same may be legally enforceable) on the overdue installments of
interest at the rate borne by the Securities of such series, and reasonable
compensation to the Trustee, its agents and attorneys, and any other reasonable
expenses and liabilities incurred by the Trustee under this Indenture without
negligence or bad faith.

                                       27
<PAGE>

            In case the Company shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceeding, at law or
in equity, for the collection of the sums so due and unpaid, and may prosecute
any such action or proceeding to judgment or final decree, and may enforce any
such judgment or final decree against the Company or any other obligor upon the
Securities of such series, and collect the moneys adjudged or decreed to be
payable out of the property of the Company or any other obligor upon the
Securities of such series, of the Company or any other obligor upon the
Securities of such series, wherever situated, in the manner provided by law.
Every recovery of judgment in any such action or other proceeding (subject to
the payment of the expenses, disbursements and compensation of the Trustee, its
agents and attorneys) shall be for the ratable benefit of the holders of such
series of Securities which shall be the subject of such action or proceeding.
All rights of action upon or under any of the Securities or this Indenture may
be enforced by the Trustee without the possession of any of the Securities and
without the production of any thereof at any trial or any proceeding relative
thereto.

            SECTION 6.04. The Trustee is hereby appointed, and each and every
holder of the Securities, by receiving and holding the same, shall be
conclusively deemed to have appointed the Trustee the true and lawful attorney
in fact of such holder, with authority (whether or not the Company shall be in
default in respect of the payment of the principal of, or interest on, any of
the Securities) to make or file, in its own name and as trustee of an express
trust, or otherwise as it shall deem advisable, in any receivership, insolvency,
liquidation, bankruptcy, reorganization or other judicial proceeding relative to
the Company or any other obligor upon the Securities, or to their respective
creditors or property, any and all claims, proofs of claim, proofs of debt,
petitions, consents, other papers and documents, and amendments of any thereof,
as may be necessary or advisable in order to have the claims of the Trustee and
of the holders of the Securities allowed in any such proceeding, and to collect
and receive any moneys or other property payable or deliverable on any such
claim, and to execute and deliver any and all other papers and documents and to
do and perform any and all other acts and things as it may deem necessary or
advisable, in order to enforce in any such proceeding any of the claims of the
Trustee and of any of such holders in respect of any of the Securities; and any
receiver, assignee, trustee, custodian or debtor in any such proceeding is
hereby authorized, and each and every holder of the Securities, by receiving and
holding the same, shall be conclusively deemed to have authorized any such
receiver, assignee, trustee, custodian or debtor to make any such payment or
delivery only to, or on the order of, the Trustee, and to pay to the Trustee any
amount due if for compensation and expenses, including counsel fees, incurred by
it to the date of such payment or delivery; provided, however, that nothing
herein contained shall be deemed to authorize or empower the Trustee to consent
to or accept or adopt, on behalf of any holder of Securities, any plan of
reorganization or readjustment of the Company affecting the Securities or the
rights of any holder thereof, or to authorize or empower the Trustee to vote in
respect of the claim of any holder of any Securities in any such proceeding.

            SECTION 6.05. Any moneys collected by the Trustee with respect to a
series of Securities under this Article Six shall be applied in the following
order, at the date or dates fixed by the Trustee for the distribution of such
moneys, upon presentation of the several Securities and stamping thereon the
payment, if only partially paid, and upon surrender thereof if fully paid:

                                       28
<PAGE>

            First: To the payment of all costs and expenses in connection with
      the collection of such moneys, and all amounts due to the Trustee under
      Section 10.05.

            Second: In case the principal of the outstanding Securities of such
      series shall not have become due and be unpaid, to the payment of interest
      on the Securities of such series, in the order of the maturity of the
      installments of such interest, with interest (to the extent that such
      interest has been collected by the Trustee) upon the overdue installments
      of interest at the rate borne by such Securities, such payments to be made
      ratably to the persons entitled thereto.

            Third: In case the principal of the outstanding Securities of such
      series shall have become due, by declaration or otherwise, to the payment
      of the whole amount then owing and unpaid upon the Securities of such
      series for principal and premium, if any, and interest, with interest on
      the overdue principal and premium, if any, and (to the extent that such
      interest has been collected by the Trustee) interest upon overdue
      installments of interest at the rate borne by the Securities of such
      series, and in case such moneys shall be insufficient to pay in full the
      whole amounts so due and unpaid upon the Securities of such series, then
      to the payment of such principal and premium, if any, and interest without
      preference or priority of principal and premium, if any, over interest, or
      of interest over principal and premium, if any, or of any installment of
      interest over any other installment of interest, or of any Security of
      such series over any other Security of such series, ratable to the
      aggregate of such principal and premium, if any, and accrued and unpaid
      interest.

            Any surplus then remaining shall be paid to the Company or to such
other persons as shall be entitled to receive it.

            SECTION 6.06. The holders of a majority in principal amount of the
Securities of any series at the time outstanding may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee
hereunder, or of exercising any trust or power hereby conferred upon the Trustee
with respect to the Securities of such series; provided, however, that, subject
to the provisions of Section 10.02, the Trustee shall have the right to decline
to follow any such direction if the Trustee being advised by counsel determines
that the action so directed may not lawfully be taken. Prior to any declaration
accelerating the Maturity of the Securities of any series, the holders of a
majority in aggregate principal amount of such series of Securities at the time
outstanding may on behalf of the holders of all of the Securities of such series
waive any past default or event of default hereunder and its consequences except
a default in the payment of interest or any premium on or the principal of the
Securities of such series. Upon any such waiver the Company, the Trustee and the
holders of the Securities of such series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or event of default or impair any right
consequent thereon. Whenever any default or event of default hereunder shall
have been waived as permitted by this Section 6.06, said default or event of
default shall for all purposes of the Securities of such series and this
Indenture be deemed to have been cured and to be not continuing.

                                       29
<PAGE>

            SECTION 6.07. No holder of any Security of any series shall have any
right to institute any action, suit or proceeding at law or in equity for the
execution of any trust hereunder or for the appointment of a receiver or for any
other remedy hereunder, in each case with respect to an event of default with
respect to such series of Securities, unless such holder previously shall have
given to the Trustee written notice of the happening of one or more of the
events of default herein specified with respect to such series of Securities,
and unless the holders of 25% in principal amount of the Securities of such
series then outstanding shall have requested the Trustee in writing to take
action in respect of the matter complained of, and unless there shall have been
furnished to the Trustee security and indemnity satisfactory to it against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after receipt of such notification, request and furnishing
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; such notification, request and furnishing of indemnity are hereby
declared in every such case to be conditions precedent to any such action, suit
or proceeding by any holder of any Security of such series; it being understood
and intended that no one or more of the holders of Securities of such series
shall have any right in any manner whatsoever by his or their action to enforce
any right hereunder, except in the manner herein provided, and that every
action, suit or proceeding at law or in equity shall be instituted, and
maintained in the manner herein provided, for the equal benefit of all holders
of the outstanding Securities of such series; provided, however, that nothing
contained in this Indenture or in the Securities of such series shall affect or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on the Securities of such
series to the respective holders of such Securities at the respective due dates
on such Securities stated, or affect or impair the right, which is also absolute
and unconditional, of such holders to institute suit to enforce the payment
thereof; provided further, that in the event property or assets are conveyed,
transferred, assigned, mortgaged or pledged to the Trustee as security for one
or more series of Securities, no holder of Securities shall be entitled to take
any action or institute any suit to enforce the payment of his Securities,
whether for principal, interest or premium, if any, to the extent that the
taking of such action or the institution or prosecution of any such suit or the
entry of judgment therein would under applicable law result in a surrender,
impairment, waiver or loss of the lien of this Indenture, if any, upon the trust
estate so created by such conveyance, transfer, assignment, mortgage or pledge,
or any part thereof, as security for Securities held by any other holder.

            SECTION 6.08. All parties to this Indenture and the holders of the
Securities agree that the court may in its discretion require, in any action,
suit or proceeding for the enforcement of any right or remedy under this
Indenture, or in any action, suit or proceeding against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in
such action, suit or proceeding of an undertaking to pay the costs of such
action, suit or proceeding, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such action, suit or proceeding, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; provided,
however, that the provisions of this Section 6.08 shall not apply to any action,
suit or proceeding instituted by the Trustee, to any action, suit or proceeding
instituted by any one or more holders of Securities holding in the aggregate
more than 10% in principal amount of the Securities of any series outstanding,
or to any action, suit or proceeding instituted by any holder

                                       30
<PAGE>

of Securities of any series for the enforcement of the payment of the principal
of, or premium, if any, or the interest on any of the Securities of such series,
on or after the respective due dates expressed in such Securities.

            SECTION 6.09. No remedy herein conferred upon or reserved to the
Trustee or to the holders of Securities of any series is intended to be
exclusive of any other remedy or remedies, and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute. No delay or omission of
the Trustee or of any holder of the Securities of any series to exercise any
right or power accruing upon any default or event of default shall impair any
such right or power or shall be construed to be a waiver of any such default or
event of default or an acquiescence therein, and every power and remedy given by
this Article Six to the Trustee and to the holders of Securities of any series,
respectively, may be exercised from time to time and as often as may be deemed
expedient by the Trustee or by the holders of Securities of such series, as the
case may be. In case the Trustee or any holder of Securities of any series shall
have proceeded to enforce any right under this Indenture and the proceedings for
the enforcement thereof shall have been discontinued or abandoned because of
waiver or for any other reason or shall have been adjudicated adversely to the
Trustee or to such holder of Securities, then and in every such case the
Company, the Trustee and the holders of the Securities of such series shall
severally and respectively be restored to their former positions and rights
hereunder and thereafter all rights, remedies and powers of the Trustee and the
holders of the Securities of such series shall continue as though no such
proceedings had been taken, except as to any matters so waived or adjudicated.

                                  ARTICLE SEVEN
                         CONCERNING THE SECURITYHOLDERS

            SECTION 7.01. Whenever in this Indenture it is provided that the
holders of a specified percentage or a majority in aggregate principal amount of
the Securities or of any series of Securities may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the holders of such specified percentage or majority have joined therein
may be evidenced (a) by any instrument or any number of instruments of similar
tenor, executed by Securityholders in person or by agent or proxy appointed in
writing, or (b) by the record of the holders of Securities voting in favor
thereof, at any meeting of Securityholders duly called and held in accordance
with the provisions of Article Eight, or (c) by a combination of such instrument
or instruments and any such record of such a meeting of Securityholders.

            SECTION 7.02. Proof of the execution of any instrument by a
Securityholder or his agent or proxy and proof of the holding by any person of
any of the Securities shall be sufficient if made in the following manner:

            The fact and date of the execution by any person of any such
instrument may be proved (a) by the certificate of any notary public or other
officer in any jurisdiction who, by the laws thereof, has power to take
acknowledgements or proof of deeds to be recorded within such jurisdiction, that
the person who signed such instrument did acknowledge before such notary

                                       31
<PAGE>

public or other officer the execution thereof, or (b) by the affidavit of a
witness of such execution sworn to before any such notary or other officer.
Where such execution is by a person acting in other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.

            The ownership of Securities shall be proved by the Security Register
of such Securities or by a certificate of the Security Registrar thereof.

            The Trustee may accept such other proof or may require such
additional proof of any matter referred to in this Section 7.02 as it shall deem
appropriate or necessary.

            SECTION 7.03. In determining whether the holders of the requisite
principal amount of the Securities have concurred in any direction, request,
waiver or consent under this Indenture, Securities which are owned by the
Company or by any other obligor on the Securities or by any person directly or
indirectly controlling, or controlled by, or under direct or indirect common
control with, the Company or any such other obligor shall be disregarded, except
that for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, request, waiver or consent, only Securities which
the Trustee actually knows are so owned shall be disregarded. Securities so
owned which have been pledged in good faith may be regarded as outstanding for
the purposes of this Section 7.03 if the pledgee shall establish to the
satisfaction of the Trustee the pledgee's right to vote such Securities, and
that the pledgee is not a person directly or indirectly controlling, or
controlled by, or under direct or indirect common control with, the Company or
any such other obligor. In case of a dispute as to such right, any decision by
the Trustee taken upon the advice of counsel shall be full protection to the
Trustee.

            SECTION 7.04. At any time prior to (but not after) the evidencing to
the Trustee, as provided in Section 7.01, of the taking of any action by the
holders of the percentage in aggregate principal amount of the Securities or of
any series of Securities specified in this Indenture in connection with such
action, any holder of a Security which is shown by the evidence to be included
in the Securities the holders of which have consented to such action may, by
filing written notice with the Trustee at its Principal Office and upon proof of
holding as provided in Section 7.02, revoke such action so far as concerns such
Security. Except as aforesaid, any such action taken by the holder of any
Security shall be conclusive and binding upon such holder and upon all future
holders and owners of such Security, irrespective of whether or not any notation
in regard thereto is made upon such Security or any Security issued in exchange
or substitution therefor.

                                  ARTICLE EIGHT
                            SECURITYHOLDERS' MEETINGS

            SECTION 8.01. A meeting of Securityholders may be called at any time
and from time to time pursuant to the provisions of this Article Eight for any
of the following purposes:

                  (a) to give any notice to the Company or to the Trustee, or to
give any directions to the Trustee, or to consent to the waiving of any default
hereunder and its

                                       32
<PAGE>

consequences, or to take any other action authorized to be taken by
Securityholders pursuant to any of the provisions of Article Six;

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

                  (c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 13.02; or

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

            SECTION 8.02. The Trustee may at any time call a meeting of
Securityholders of all series that may be affected by the action proposed to be
taken, to take any action specified in Section 8.01, to be held at such time and
at such place as the Trustee shall determine. Notice of every meeting of the
Securityholders of a 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 mailed to holders of Securities of such series at their addresses as
they shall appear on the Security Register (including the records of any
Security Co Registrar). Such notice shall be mailed not less than 20 nor more
than 90 days prior to the date fixed for the meeting.

            SECTION 8.03. In case at any time the Company, pursuant to a
resolution of its Board of Directors, or the holders of at least 10% in
aggregate principal amount of the Securities of a series then outstanding that
may be affected by the action proposed to be taken, shall have requested the
Trustee to call a meeting of Securityholders of such series, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within
20 days after receipt of such request, then the Company or such Securityholders
may determine the time and the place for such meeting and may call such meeting
to take any action authorized in Section 8.01, by mailing notice thereof as
provided in Section 8.02.

            SECTION 8.04. To be entitled to vote at any meeting of
Securityholders a person shall (a) be a holder of one or more Securities of a
series affected by the action proposed to be taken at the meeting or (b) be a
person appointed by an instrument in writing as proxy by a holder of one or more
such Securities. The only persons who shall be entitled to be present or to
speak at any meeting of Securityholders shall be the persons entitled to vote at
such meeting and their counsel and any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

            SECTION 8.05. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and

                                       33
<PAGE>

examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall think
fit.

            The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 8.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

            Subject to the provisions of Section 7.03, at any meeting of
Securityholders of a series, each Securityholder of such series or such
Securityholder's proxy shall be entitled to one vote for each $1,000 principal
amount of Securities of such series outstanding held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in
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 other than by virtue of Securities of such series held by him or
instruments in writing as aforesaid duly designating him as the person to vote
on behalf of other Securityholders of such series. At any meeting of the
Securityholders duly called pursuant to the provisions of Section 8.02 or 8.03,
the presence of persons holding or representing Securities in an aggregate
principal amount sufficient to take action upon the business for the transaction
of which such meeting was called shall be necessary to constitute a quorum, and
any such meeting may be adjourned from time to time by a majority of those
present, whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

            SECTION 8.06. The vote upon any resolution submitted to any meeting
of Securityholders of a 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 of the 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 duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat, and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 8.02. The record
shall show the principal amounts of the Securities voting in favor of or against
any resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved by the
Trustee.

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

            SECTION 8.07. Nothing contained in this Article Eight shall be
deemed or construed to authorize or permit, by reason of any call of a meeting
of Securityholders of any series or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance

                                       34
<PAGE>

or delay in the exercise of any right or rights conferred upon or reserved to
the Trustee or to the Securityholders of such series under any of the provisions
of this Indenture or of the Securities of such series.

                                  ARTICLE NINE
                     REPORTS BY THE COMPANY AND THE TRUSTEE
                           AND SECURITYHOLDERS' LISTS

            SECTION 9.01. In accordance with Section 312(a) of the Trust
Indenture Act, the Company shall furnish or cause to be furnished to the
Trustee:

                  (a) semiannually with respect to Securities of each series on
January 15 and July 15 of each year or upon such other dates as are set forth in
or pursuant to the Board Resolution or indenture supplemental hereto authorizing
such 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

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

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

            SECTION 9.02. The Trustee shall comply with the obligations imposed
upon it pursuant to Section 312 of the Trust Indenture Act.

            Every holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company, 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 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 under Section 312(b) of the Trust Indenture Act.

            SECTION 9.03. (a) Within 60 days after May 15 of each year
commencing with the first May 15 following the first issuance of Securities, if
required by Section 313(a) of the Trust Indenture Act, the Trustee shall
transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15 with respect to any of the events specified in said
Section 313(a) which may have occurred since the later of the immediately
preceding May 15 and the date of this Indenture.

                  (b) The Trustee shall transmit the reports required by Section
313(b) of the Trust Indenture Act and Section 10.11 hereof at the times
specified therein.

                                       35
<PAGE>

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

            SECTION 9.04. The Company, pursuant to Section 314(a) of the Trust
Indenture Act, shall:

                  (a) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934; or, if the Company is not required to file information, documents
or reports pursuant to either of said Sections, then it shall file with the
Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Securities Exchange Act of 1934 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;

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

                  (c) transmit to the holders 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 Company 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.

                                   ARTICLE TEN
                             CONCERNING THE TRUSTEE

            SECTION 10.01. Subject to Sections 315(a) through 315(d) of the
Trust Indenture Act:

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

                  (b) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by an Officers' Certificate and any resolution
of the Board of Directors or any committee thereof (or committee of officers or
other representatives of the Company, to the

                                       36
<PAGE>

extent any such committee or committees have been so authorized by the Board of
Directors) may be sufficiently evidenced by a Board Resolution;

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

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

                  (e) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by or pursuant to this Indenture at the
request or direction of any of the holders of Securities of any series pursuant
to this Indenture, unless such holders shall have furnished 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;

                  (f) 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 Company, personally or by agent or attorney; and

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

            SECTION 10.02. The recitals contained herein and in the Securities,
except those referring or relating to the Trustee or any of its agents, and
except for the Trustee's certificate of authentication, shall be taken as the
statements of the Company and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities, 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 a Statement of
Eligibility and Qualification on Forms T 1 supplied to the Company are and will
be 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 Company of the Securities or the proceeds thereof.

            SECTION 10.03. The Trustee, any Authenticating Agent, any Security
Registrar or any other person that may be an agent of the Trustee or the
Company, in its individual or any

                                       37
<PAGE>

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

            SECTION 10.04. Money held by the Trustee in trust hereunder need not
be segregated from other funds except to the extent required by law and, subject
to Section 11.02 hereof, may be invested in direct obligations of the United
States of America in such amounts and with such maturities that will ensure that
the principal of such obligations, together with the income thereon (without
consideration of any reinvestment thereof) will be sufficient to pay all sums
due for principal of, premium, if any, and interest on the Securities, as they
become due from time to time. The Trustee shall be under no liability for
interest on any money received by it or for losses on any investments made by it
pursuant to this Section 10.04 except as otherwise agreed with the Company.

            SECTION 10.05. The Company agrees:

            (1) to pay to the Trustee from time to time reasonable compensation
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) 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 (excluding, for so long as no event of default hereunder
has occurred and is continuing, any settlement that has not been approved by the
Company in writing prior to any such settlement) 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.

            The obligations of the Company under this Section to compensate and
indemnify the Trustee and each predecessor Trustee for expenses, disbursements
and advances shall constitute additional indebtedness hereunder and shall
survive the satisfaction and discharge of this Indenture.

            SECTION 10.06. There shall at all times be a Trustee hereunder that
is a corporation permitted by 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 $25,000,000. If at any

                                       38
<PAGE>

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 10.07. (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee pursuant
to Section 10.08.

                  (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 10.08 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.

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

                  (d) If at any time:

                        (1) 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 Company 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

                        (2) the Trustee shall cease to be eligible under Section
      10.06 and shall fail to resign after written request therefor by the
      Company or any such holder; or

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

      then, in any such case, (i) the Company, by 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.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series which shall
occur only with the express prior written consent of

                                       39
<PAGE>

the Company, the Company, 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 10.08. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 10.08, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the holders of Securities and accepted appointment
in the manner required by Section 10.08, 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.

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

            SECTION 10.08. (a) 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 Company 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, trusts and duties hereunder of the retiring Trustee;
but, on the request of the Company 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 5.03, 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 10.05.

                  (b) Upon the appointment hereunder of any successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
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

                                       40
<PAGE>

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 Company 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 5.03 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.

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

                  (d) No 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 10.09. 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.

                                       41
<PAGE>

            SECTION 10.10. The Trustee may appoint one or more Authenticating
Agents acceptable to the Company 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 pursuant to Section
2.06, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

            Each Authenticating Agent shall be acceptable to the Company and,
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 $5,000,000. 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 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.

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

            The provisions of Sections 2.05, 10.02 and 10.03 shall be applicable
to each Authenticating Agent.

                                       42
<PAGE>

            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 Company wishes to have Securities of such series 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 Company),
shall appoint in accordance with this Section an Authenticating Agent having an
office in a place of payment designated by the Company with respect to such
series of Securities.

            SECTION 10.11. The Trustee shall, within ninety days after the
occurrence of a default with respect to the Securities of any series, mail to
all holders of Securities of that series entitled to receive reports pursuant to
Section 9.03, notice of all defaults with respect to that series known to the
Trustee, unless such defaults shall have been cured before the giving of such
notice; provided, however, that, except in the case of default in the payment of
the principal of, premium, if any, or interest on any of the Securities of such
series or in the making of any sinking fund payment with respect to such series,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors or trustees, the executive committee, or a trust committee of
directors or trustees or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
holders of Securities of such series. 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 hereunder.

                                 ARTICLE ELEVEN
                                   DEFEASANCE

            SECTION 11.01. If and when the principal of, and the premium, if
any, and the interest on, all the Securities outstanding hereunder and all other
sums due hereunder shall have been well and truly paid at the times and in the
manner therein and herein expressed, this Indenture shall cease and determine,
and, at the written request of the Company, accompanied by the Officers'
Certificate and Opinion of Counsel required by Section 14.03, and upon proof
being given to the reasonable satisfaction of the Trustee that all the
Securities have been paid or satisfied and upon payment of the costs, charges
and expenses incurred or to be incurred by the Trustee in relation thereto or in
carrying out the provisions of this Indenture, the Trustee shall cancel this
Indenture and execute and deliver to the company such instruments as shall be
requisite to evidence the satisfaction hereof.

            SECTION 11.02. If, at any time after the date hereof, the Company
shall deposit with the Trustee, in trust for the benefit of the holders thereof,
(i) funds sufficient to pay, or (ii) such amount of direct obligations of the
United States of America as will or will together with the income thereon
without consideration of any reinvestment thereof be sufficient to pay, all sums
due for principal of, premium, if any, and interest on the Securities of a
particular series, as they shall become due from time to time, and shall pay all
costs, charges and expenses incurred or to be incurred by the Trustee in
relation thereto or in carrying out the provisions of this Indenture in relation
thereto, this Indenture shall cease to be of further effect with respect to
Securities of such series (except as to (i) rights of registration of transfer,
substitution and exchange of Securities of such series, (ii) rights of holders
to receive payments of principal of, premium, if any, and interest on the
Securities of such series as they shall become due from time

                                       43
<PAGE>

to time and other rights, duties and obligations of Securityholders as
beneficiaries hereof with respect to the amounts so deposited with the Trustee,
and (iii) the rights, obligations and immunities of the Trustee hereunder (for
which purposes the Securities of such series shall be deemed outstanding), and
the Trustee, on the written request of the Company, accompanied by the Officers'
Certificate and Opinion of Counsel required by Section 14.03, and an Opinion of
Counsel to the effect that holders of the Securities of such series will not
recognize income, gain or loss for Federal income tax purposes as a result of
the Company's action under this Section 11.02 and will be subject to Federal
income tax in the same amount, in the same manner and at the same times as would
have been the case if such action had not been taken, shall execute and deliver
to the Company such instruments as shall be requisite to evidence the
satisfaction thereof with respect to Securities of such series. The Trustee
shall apply the moneys so deposited solely to the payment to the holders of the
Securities of such series of all sums due thereon for principal, premium, if
any, and interest, and the Trustee shall have no claim for itself, for fees,
expenses or otherwise, to such moneys so deposited. Money and securities held in
trust pursuant to this Section 11.02 shall not be subject to Article Fifteen.

            SECTION 11.03. Neither the Trustee nor any other paying agent shall
be required to pay interest on any moneys deposited pursuant to the provisions
of this Indenture, except such as it shall agree in writing with the Company to
pay thereon. Any moneys so deposited for the payment of the principal of,
premium, if any, or interest on the Securities of any series and remaining
unclaimed for two years after the date of the Maturity of the Securities of such
series or the date fixed for the redemption of all the Securities of such series
at the time outstanding, as the case may be, shall be repaid by the Trustee or
such other paying agent to the Company upon its written request and thereafter,
anything in this Indenture to the contrary notwithstanding, any rights of the
holders of Securities of such series in respect of which such moneys shall have
been deposited shall be enforceable only against the Company, and all liability
of the Trustee or such other paying agent with respect to such moneys shall
thereafter cease.

            Subject to the provisions of the foregoing paragraph, any moneys
which at any time shall be deposited by the Company or on its behalf with the
Trustee or any other paying agent for the purpose of paying the principal of,
premium, if any, and interest on any of the Securities shall be and are hereby
assigned, transferred and set over to the Trustee or such other paying agent in
trust for the respective holders of the Securities for the purpose for which
such moneys shall have been deposited; but such moneys need not be segregated
from other funds except to the extent required by law.

                                 ARTICLE TWELVE
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                        OFFICERS, DIRECTORS AND EMPLOYEES

            SECTION 12.01. No recourse shall be had for the paying of the
principal of, or the premium, if any, or interest on, any Security or for any
claim based thereon or otherwise in respect thereof or of the indebtedness
represented thereby, or upon any obligation, covenant or agreement of this
Indenture, against any incorporator, stockholder, officer, director or employee,
as such, past, present or future, of the Company or of any successor
corporation, either directly

                                       44
<PAGE>

or through the Company or any successor corporation, whether by virtue of any
constitutional provision, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly agreed and understood
that this Indenture and the Securities are solely corporate obligations, and
that no personal liability whatsoever shall attach to, or be incurred by, any
incorporator, stockholder, officer, director or employee, as such, past, present
or future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, because of the incurring of
the indebtedness hereby authorized or under or by reason of any of the
obligations, covenants, promises or agreements contained in this Indenture or in
any of the Securities or to be implied herefrom or therefrom, and that all
liability, if any, of that character against every such incorporator,
stockholder, officer, director and employee is, by the acceptance of the
Securities and as a condition of, and as part of the consideration for, the
execution of this Indenture and the issue of the Securities expressly waived and
released.

                                ARTICLE THIRTEEN
                             SUPPLEMENTAL INDENTURES

            SECTION 13.01. The Company (when authorized by resolution of its
Board of Directors or Executive Committee) 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 one or more of the following purposes:

                  (a) to add to the covenants and agreements of the Company, to
be observed thereafter and during the period, if any, in such supplemental
indenture or indentures expressed, to surrender any right or power hereunder
conferred upon the Company, and to add events of default, in each case for the
protection or benefit of the holders of all or any series of the Securities (and
if such covenants, agreements, surrender of rights or powers and events of
default are to be for the benefit of fewer than all series of Securities,
stating that such covenants, agreements, surrender of rights or powers and
events of default are expressly being included for the benefit of such series as
shall be identified therein);

                  (b) to change or eliminate any provisions of the Indenture
with respect to all or any series of the Securities not then outstanding (and,
if such change is applicable to fewer than all such series of the Securities,
specifying the series to which such change is applicable), and to specify the
rights and remedies of the Trustee and the holders of such Securities in
connection therewith;

                  (c) to evidence the succession of another corporation to the
Company, the Trustee, or successive successions, and the assumption by a
successor, transferee or lessee corporation of the covenants and obligations of
the Company or Trustee, as the case may be, contained in the Securities of one
or more series or in this Indenture;

                  (d) to cure any ambiguity or to correct or supplement any
provision contained herein or in any indenture supplemental hereto which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make any other provision in regard to matters or
questions arising under this Indenture which the Board of

                                       45
<PAGE>

Directors of the Company may deem necessary or desirable and which shall not
adversely affect the interests of the holders of the Securities;

                  (e) to prohibit the authentication and delivery of additional
series of Securities;

                  (f) to add to or change any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate the
issuance of Securities in bearer form, registrable or not registrable as to
principal and with or without interest coupons;

                  (g) to establish the form and terms of the Securities of any
series as permitted in Sections 2.01 and 2.02, or to authorize the issuance of
additional Securities of a series previously authorized or to add to the
conditions, limitations or restrictions on the authorized amount, terms or
purposes of issue, authentication or delivery of the Securities of any series,
as herein set forth, or other conditions, limitations or restrictions thereafter
to be observed; and

                  (h) to modify, alter, amend or supplement this Indenture in
any other respect which is not materially adverse to the holders, so long as
such change does not require the consent of the holders pursuant to any other
provision of this Indenture and is not inconsistent with any other provisions of
this Indenture and which, in the judgment of the Trustee, is not to the
prejudice of the Trustee and maintains adequate protection to the Trustee when
the same becomes operative.

            Subject to the provisions of Section 13.03, the Trustee is
authorized to join with the Company in the execution of any such supplemental
indenture, to make the further agreements and stipulations which may be therein
contained and to accept the conveyance, transfer, assignment, mortgage or pledge
of any property or assets thereunder.

            Any supplemental indenture authorized by the provisions of this
Section 13.01 may be executed by the Company and the Trustee without the consent
of the holders of any of the Securities at the time outstanding, notwithstanding
any of the provisions of Section 13.02.

            SECTION 13.02. With the consent (evidenced as provided in Article
Seven) of the holders of not less than a majority in aggregate principal amount
of the Securities at the time outstanding which are affected by such indenture
supplemental hereto, the Company, when authorized by a resolution of its Board
of Directors, and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the holders of the
Securities of any series to be affected; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any Securities, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
amount of the principal thereof, or reduce any premium payable upon the
redemption thereof, or make the principal thereof or interest or premium thereon
payable in any coin or currency other than that provided in the Securities, or
impair the right to institute suit for the enforcement of any such payment on or
after the maturity thereof as provided in Section 6.07, or

                                       46
<PAGE>

adversely affect the right to convert any Security as may be provided pursuant
to Section 2.02 herein, without the consent of the holder of each Security so
affected, or (ii) reduce the aforesaid percentage of Securities of any series,
the holders of which are required to consent to any such supplemental indenture,
or modify any of the provisions of this Indenture relating to the subordination
of the Securities in a manner adverse to the holder thereof, without the consent
of the holders of all the Securities then outstanding, or (iii) modify, without
the written consent of the Trustee, the rights, duties or immunities of the
Trustee.

            A supplemental indenture which changes or eliminates any provision
of this Indenture which has expressly been included solely for the benefit of
one or more particular series of Securities, or which modifies the rights of the
holders of Securities of such series with respect to such 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 the consent of the Securityholders
under this Section 13.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

            Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 13.02, the
Company shall mail a notice, setting forth in general terms the substance of
such supplemental indenture, to the holders of Securities affected by such
supplemental indenture at their addresses as the same shall then appear in the
register of the Company. Any failure of the Company to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

            SECTION 13.03. Upon the request of the Company, accompanied by the
Officers' Certificate and Opinion of Counsel required by Section 14.03 and by

                  (a) a supplemental indenture duly executed on behalf of the
Company,

                  (b) a copy of a resolution of the Board of Directors of the
Company, certified by the Secretary or an Assistant Secretary of the Company,
authorizing the execution of said supplemental indenture,

                  (c) an Opinion of Counsel, stating that said supplemental
indenture complies with, and that the execution thereof is authorized or
permitted by, the provisions of this Indenture, and

                  (d) if said supplemental indenture shall be executed pursuant
to Section 13.02, evidence (as provided in Article Seven) of the consent thereto
of the Securityholders required to consent thereto as in Section 13.02 provided,

the Trustee shall join with the Company in the execution of said supplemental
indenture unless said supplemental indenture affects the Trustee's own rights,
duties or immunities under this

                                       47
<PAGE>

Indenture or otherwise, in which case the Trustee may in its discretion but
shall not be obligated to, enter into said supplemental indenture.

            SECTION 13.04. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article Thirteen, this Indenture shall be and
shall be deemed to be modified and amended in accordance therewith and, except
as herein otherwise expressly provided, the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of all of the Securities or of the Securities of any
series affected, as the case may be, shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and shall be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

            SECTION 13.05. Securities authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article Thirteen may bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company or the
Trustee shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Board of Directors of the Company, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Securities then Outstanding in equal aggregate principal
amounts, and such exchange shall be made without cost to the holders of the
Securities.

            SECTION 13.06. Every supplemental indenture executed pursuant to the
provisions of this Article Thirteen shall conform to the requirements of the
Trust Indenture Act of 1939 as then in effect.

                                ARTICLE FOURTEEN
                            MISCELLANEOUS PROVISIONS

            SECTION 14.01. Subject to the provisions of Section 5.05, nothing
contained in this Indenture or in the Securities shall be deemed to prevent the
consolidation or merger of the Company with or into any other corporation, or
the merger into the Company of any other corporation, or the sale or lease by
the Company of its property and assets as, or substantially as, an entirety, or
otherwise.

            Upon any consolidation or merger, or any sale other than for cash or
lease of all or substantially all of the assets of the Company in accordance
with the provisions of Section 5.05, the corporation formed by such
consolidation or into which the Company shall have been merged or to which such
sale or lease shall have been made shall succeed to and be substituted for the
Company with the same effect as if it had been named herein as a party hereto,
and thereafter from time to time such corporation may exercise each and every
right and power of the Company under this Indenture, in the name of the Company
or in its own name; and any act or proceeding by any provision of this Indenture
required or permitted to be done by the Board of Directors or any officer of the
Company may be done with like force and effect by the like board or officer of
any corporation that shall at the time be the successor of the Company
hereunder. In

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<PAGE>

the event of any such sale or conveyance, but not any such lease, the Company
(or any successor corporation which shall theretofore have become such in the
manner described in Section 5.05) shall be discharged from all obligations and
covenants under this Indenture and the Securities and may thereupon be dissolved
and liquidated.

            Anything in this Section 14.01 to the contrary notwithstanding, no
such consolidation or merger shall be entered into, and no such conveyance or
transfer shall be made, by the Company with or to another corporation or person
which has outstanding any obligations secured by a Lien if, as a result thereof,
any of the properties of any character owned by the Company immediately prior
thereto would be subject to such Lien, unless simultaneously therewith or prior
thereto effective provision shall be made to secure all of the Securities
equally and ratably with (or prior to) such other secured obligations.

            SECTION 14.02. Nothing in this Indenture expressed and nothing that
may be implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or to give to, any person or corporation other than
the parties hereto and their successors and the holders of the Securities any
right, remedy or claim under or by reason of this Indenture or any covenant,
condition, stipulation, promise or agreement hereof, and all covenants,
conditions, stipulations, promises and agreements in this Indenture contained
shall be for the sole and exclusive benefit of the parties hereto and their
successors and of the holders of the Securities.

            SECTION 14.03. As evidence of compliance with the conditions
precedent provided for in this Indenture (including any covenants compliance
with which constitutes a condition precedent) which relate to the authentication
and delivery of the Securities, to the satisfaction and discharge of this
Indenture or to any other action to be taken by the Trustee at the request or
upon the application of the Company, the Company will furnish to the Trustee an
Officers' Certificate, stating that such conditions precedent have been complied
with and an Opinion of Counsel stating that in the opinion of such Counsel such
conditions precedent have been complied with. Such Opinion of Counsel may be in
the form and contain such assumptions, qualifications and limitations as
customarily appear in legal opinions issued in the jurisdiction in which any
such opinion of counsel is rendered.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include (1) a
statement that the person making such certificate or opinion has read such
condition or covenant; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; (3) a statement that, in the opinion of
such person, such examination or investigation as is necessary to enable the
expression of an informed opinion as to whether or not such condition or
covenant has been complied with has been made; and (4) a statement as to whether
or not, in the opinion of such person, such condition or covenant has been
complied with.

            Notwithstanding any provision of this Indenture authorizing the
Trustee conclusively to rely upon any certificates or opinions, the Trustee,
before granting any application by the Company or taking or refraining from
taking any other action in reliance thereon, may require any further evidence or
make any further investigation as to the facts or

                                       49
<PAGE>

matters stated therein which it may, in good faith, deem reasonable in the
circumstances, and in connection therewith the Trustee may examine or cause to
be examined the pertinent books, records and premises of the Company or of any
Subsidiary; and the Trustee shall, in any such case, require such further
evidence or make such further investigation as may be requested by the holders
of a majority in principal amount of the Securities then outstanding, provided
that, if payment to the Trustee of the costs, expenses and liabilities likely to
be incurred by it in making such investigation is not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee before making such investigation may require reasonable indemnity
against such costs, expenses and liabilities. Any further evidence which may be
requested by the Trustee pursuant to any of the provisions of this paragraph
shall be furnished by the Company at its own expense; and any cost, expenses and
liabilities incurred by the Trustee pursuant to any of the provisions of this
paragraph shall be paid by the Company, or, if paid by the Trustee, shall be
repaid by the Company, upon demand, with interest at the highest rate borne by
the Securities, and, until such repayment, shall be secured by a lien on any
moneys held by the Trustee hereunder prior to any rights therein of the holders
of Securities.

            SECTION 14.04. All Securities paid, redeemed, exchanged, surrendered
for registration of transfer or retired pursuant to the sinking fund or
otherwise shall, if surrendered to the Company or to any paying agent, be
delivered to the Trustee for cancellation and shall be cancelled by it or, if
surrendered to the Trustee, shall be cancelled by it, and, except as otherwise
provided in Sections 2.04, 2.05, 2.07, 4.02, 4.07 and 13.05, no Securities shall
be issued under the Indenture in lieu thereof. The Trustee shall make
appropriate notations in its records in respect of all such Securities and shall
destroy such Securities and deliver a certificate of such destruction to the
Company. If the Company shall acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation.

            SECTION 14.05. If any provision of this Indenture limits, qualifies
or conflicts with any duties under any required provision of the Trust Indenture
Act imposed hereon by Section 318(c) thereof, such required provision shall
control.

            SECTION 14.06. Whenever action is required by this Indenture by the
Board of Directors of the Company and there is at the time constituted a
committee of the Board of Directors duly authorized to take such action, such
action by said committee shall be deemed to be the action of the Board of
Directors and shall be sufficient for all purposes of this Indenture where
action by the Board of Directors is specified.

            SECTION 14.07. Any notice or demand authorized by this Indenture to
be given to the Company shall be sufficiently given for all purposes, if it
shall be given or made in writing, by hand, telecopier (with confirmation of
receipt) or certified or registered mail (confirmation of receipt requested) to
the Company addressed to it at 7420 South Kyrene Road, Suite 101, Tempe, Arizona
85283 (telephone: (480) 894-6311; telecopier: (480) 894-6433) to the attention
of its Executive Vice President - General Counsel or at such other address as
may have been furnished in writing to the Trustee by the Company. Any notice,
direction, request or demand to or upon the Trustee shall be sufficiently given,
for all purposes, if it shall be given or made in writing, by hand, telecopier
(with confirmation of receipt) or certified or registered mail

                                       50
<PAGE>

(confirmation of receipt requested) to it at ___________________________
(telephone: ___________________ and telecopier: ________________) to the
attention of Corporate Trust Group, or at such other address as may have been
furnished in writing to the Company by the Trustee. Any notice required or
permitted to be given to Securityholders shall be sufficiently given if given by
first class mail, postage prepaid, to such holders, at their addresses as the
same shall appear on the Security Register. A failure to give notice with
respect to any particular holder or any defect therein shall not affect the
sufficiency of notice given to any other holder. Notice may be waived in writing
by the person entitled to receive such notice either before or after such event
and such waiver shall be the equivalent of receipt of such notice.

            SECTION 14.08. (a) 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. 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 Company. 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. 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 and the Company and
any agent of the Trustee or the Company, if made in the manner provided in this
Section 14.08.

                  Without limiting the generality of this Section 14.08, unless
otherwise provided in or pursuant to this Indenture, a holder, including a
Depositary 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 action provided in or
pursuant to this Indenture to be made, given or taken by holders, and a
Depositary that is a holder of a global Security may provide for the beneficial
owners of interests in any such global Security to direct such Depositary in
taking such action through such Depositary's standing instructions and customary
practices. The Depositary shall report only one result of its solicitation of
proxies to the Trustee.

                  (b) 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.

                  (c) The ownership, principal amount and serial numbers of
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.

                                       51
<PAGE>

                  (d) If the Company shall solicit from the holders of any
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company shall, by Board Resolution, fix in advance a
record date for the determination of holders of Securities entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act.
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
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 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 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.

                  (e) Any request, demand, authorization, direction, notice,
consent, waiver or other action 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 or the Company in reliance thereon, whether or not notation of such
action is made upon such Security.

            SECTION 14.09. In any case where the date of maturity of interest on
or principal of the Securities or the date fixed for redemption of any
Securities shall not be a business day, then payment of interest, principal and
premium, if any, may be made on the next succeeding business day with the same
force and effect as if made on the date of maturity and no interest shall accrue
for the period after such date.

            SECTION 14.10. 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.

            SECTION 14.11. This Indenture and each Security shall be deemed to
be a contract made under the law of the State of New York, and for all purposes
shall be construed in accordance with the law of said State.

                            [SIGNATURE PAGE FOLLOWS]

                                       52
<PAGE>

            IN WITNESS WHEREOF, Mobile Mini, Inc. has caused this Indenture to
be executed in its corporate name by one of its officers thereunto duly
authorized, and its corporate seal to be hereunto affixed and to be attested by
its Secretary or one of its Assistant Secretaries, and the trustee named below
has caused this Indenture to be executed in its corporate name by one of its
authorized officers thereunto duly authorized.

                                       MOBILE MINI, INC.

[Seal]

                                       By: ______________________________
                                       Title: ___________________________

Attest:

________________________________

                                       [__________________________________],
                                       as Trustee

[Seal]

                                       By: ______________________________
                                       Title: ___________________________
Attest:

_________________________________

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