<PAGE>

                                                                     EXHIBIT 4.3

                                     [FORM]

                                MOBILE MINI, INC.

                                       AND

                         [__________________________ ],
                                   as Trustee

                                    Indenture

                           Dated as of _______, 200__

                          SUBORDINATED DEBT SECURITIES

<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*

<TABLE>
<CAPTION>
                                                                                          PAGE
<S>                                                                                       <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...............................................................    4
               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
               Paying Agent............................................................    5
               Person..................................................................    5
               Preferred Stock ........................................................    5
               Principal Office of the Trustee.........................................    5
               QIB.....................................................................    5
               Record Date.............................................................    5
               Redemption Date.........................................................    6
               Redemption Price........................................................    6
               Regulation S............................................................    6
               Regulation S Security...................................................    6
</TABLE>

* The Table of Contents is not part of the Indenture.

                                       i

<PAGE>

<TABLE>
<S>                                                                                          <C>
                   Responsible Officers..................................................    6
                   Restricted Securities.................................................    6
                   Restricted Securities Legend..........................................    6
                   Restricted Subsidiary.................................................    6
                   Rule 144 A............................................................    6
                   Rule 144A Securities..................................................    6
                   Securities Act........................................................    6
                   Security..............................................................    7
                   Security Co-Registrar.................................................    7
                   Security Register; Security Registrar.................................    7
                   Securityholder; holder of Securities; holder;
                        registered holder................................................    7
                   Senior Indebtedness...................................................    7
                   Stated Maturity.......................................................    7
                   Subsidiary............................................................    7
                   Trustee...............................................................    7
                   Trust Indenture Act of 1939 or Trust Indenture Act....................    7
                   Unrestricted Subsidiary...............................................    8
                   Voting Stock..........................................................    8

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

SECTION 2.01.      Forms generally.......................................................    8
                   Record Dates..........................................................    8
                   Place of payment, denominations and numbering of Securities...........    8
SECTION 2.02.      Terms of series.......................................................    9
SECTION 2.03.      Certificate of authentication necessary to make Securities valid......   11
SECTION 2.04.      Form of certificate of authentication.................................   11
SECTION 2.05.      The Company to maintain register at office or agency in New York......   12
                   Registration and registration of transfer of Securities...............   12
                       Exchange of Securities............................................   13
                   Payment in connection with registration of transfer or exchange
                       of Securities.....................................................   13
                   Persons who may be treated as owners of Securities....................   14
SECTION 2.06.      Replacing Securities mutilated, destroyed, lost or stolen.............   15
SECTION 2.07.      Rights to interest accrued and unpaid, and to accrue, on
                   Securities delivered in exchange or substitution for other
                       Securities........................................................   16
SECTION 2.08.      Temporary Securities..................................................   16
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                      <C>
                                       ARTICLE THREE
                                    ISSUE OF SECURITIES

SECTION 3.01.   Authentication, Delivery and Dating...................................   16

                                       ARTICLE FOUR
                          REDEMPTION OF SECURITIES; SINKING FUND

SECTION 4.01.   Applicability of right of redemption..................................   19
SECTION 4.02.   Notice of redemption..................................................   20
                Interest to cease after redemption date...............................   20
                Selection of Securities on partial redemption.........................   20
SECTION 4.03.   Securities of any series to be canceled and
                    discharged on specific conditions.................................   21
SECTION 4.04.   Applicability of sinking fund.........................................   21
SECTION 4.05.   Mandatory sinking fund obligation.....................................   21
SECTION 4.06.   Optional redemption at sinking fund redemption price..................   22
SECTION 4.07.   Application of sinking fund payments..................................   22

                                       ARTICLE FIVE
                                 COVENANTS OF THE COMPANY

SECTION 5.01.   To pay principal, premium, if any, and interest.......................   23
SECTION 5.02.   To maintain office or agency in New York..............................   23
SECTION 5.03.   The Company, or paying agent, to hold in trust moneys
                    for payment of principal, premium, if any, and interest...........   24
SECTION 5.04.   Maintenance of corporate existence....................................   25
SECTION 5.05.   Payment of Taxes and other Claims.....................................   25
SECTION 5.06.   Annual statement concerning compliance with covenants.................   25
SECTION 5.07.   Compliance with covenants and conditions
                    may be waived by holders of Securities............................   25

                                        ARTICLE SIX
                          REMEDIES OF TRUSTEE AND SECURITYHOLDERS

SECTION 6.01.   Events of default.....................................................   26
SECTION 6.02.   Acceleration of maturity of principal on default......................   27
                Waiver of acceleration of maturity....................................   27
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                     <C>
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...............   28
               Upon failure to pay, Trustee may recover judgment
                   for ratable benefit of Securityholders............................   28
SECTION 6.04.  Trustee appointed attorney-in-fact for
                   Securityholders to file claims....................................   29
SECTION 6.05.  Application of moneys collected by Trustee............................   29
SECTION 6.06.  Securityholders may direct proceedings and waive defaults.............   30
SECTION 6.07.  Limitations on rights of Securityholders to institute proceedings.....   30
SECTION 6.08.  Assessment of costs and attorneys' fees in legal proceedings..........   31
SECTION 6.09.  Remedies cumulative...................................................   31


                                      ARTICLE SEVEN
                              CONCERNING THE SECURITYHOLDERS

SECTION 7.01.  Evidence of action by Securityholders.................................   32
SECTION 7.02.  Proof of execution of instruments and of holding of Securities........   32
SECTION 7.03.  Securities owned by the Company or other obligor on
                   the Securities to be disregarded in certain cases.................   33
SECTION 7.04.  Revocation by Securityholders of consents to action...................   33


                                      ARTICLE EIGHT
                                SECURITYHOLDERS' MEETINGS

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

                                       iv

<PAGE>

<TABLE>
<S>                                                                                               <C>
                                            ARTICLE NINE
                               REPORTS BY THE COMPANY AND THE TRUSTEE
                                     AND SECURITYHOLDERS' LISTS

SECTION  9.01.           Company to Furnish Trustee Names and Addresses of Holders.............   36
SECTION  9.02.           Preservation of Information; Communications to Holders................   36
SECTION  9.03.           Reports by Trustee....................................................   36
SECTION  9.04.           Reports by Company....................................................   37

                                            ARTICLE TEN
                                       CONCERNING THE TRUSTEE

SECTION 10.01.           Certain Rights of Trustee.............................................   37
SECTION 10.02.           Not Responsible for Recitals or Issuance of Securities................   38
SECTION 10.03.           May Hold Securities...................................................   38
SECTION 10.04.           Money Held in Trust...................................................   38
SECTION 10.05.           Compensation and Reimbursement........................................   39
SECTION 10.06.           Corporate Trustee Required; Eligibility...............................   39
SECTION 10.07.           Resignation and Removal; Appointment of Successor.....................   39
SECTION 10.08.           Acceptance of Appointment by Successor................................   41
SECTION 10.09.           Merger, Conversion, Consolidation or Succession to Business...........   42
SECTION 10.10.           Appointment of Authenticating Agent...................................   42
SECTION 10.11.           Notice of Defaults....................................................   44

                                           ARTICLE ELEVEN
                                             DEFEASANCE

SECTION 11.01.           Discharge of Indenture upon payment of Securities.....................   44
SECTION 11.02.           Discharge of Securities of any series upon deposit of moneys..........   44
SECTION 11.03.           Interest on moneys deposited..........................................   45
                         Moneys unclaimed for three years to be returned to the Company........   45
                         Moneys deposited with Trustee to pay principal,
                             premium, if any, or interest to be held in trust..................   45
</TABLE>

                                       v

<PAGE>

<TABLE>
<S>                                                                                        <C>
                                       ARTICLE TWELVE
                          IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                              OFFICERS, DIRECTORS AND EMPLOYEES

SECTION 12.01.   Liability solely corporate.............................................   45

                                      ARTICLE THIRTEEN
                                  SUPPLEMENTAL INDENTURES

SECTION 13.01.   Without consent of Securityholders, the Company and Trustee may
                     enter into supplemental indentures for specified purposes..........   46
SECTION 13.02.   Modification of Indenture by supplemental indenture with consent of
                     Securityholders....................................................   47
SECTION 13.03.   Upon request of the Company, Trustee to join in execution of
                     supplemental indenture.............................................   48
SECTION 13.04.   Effect of supplemental indenture.......................................   49
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...............   49
SECTION 13.06.   Supplemental indentures to conform to Trust Indenture Act of 1939......   49
SECTION 13.07.   Effect of supplemental indenture on Senior Indebtedness................   49

                                      ARTICLE FOURTEEN
                                  MISCELLANEOUS PROVISIONS

SECTION 14.01.   Consolidation, merger, sale or lease...................................   49
SECTION 14.02.   Rights under Indenture confined to parties and holders of Securities...   50
SECTION 14.03.   Evidence of compliance with conditions precedent.......................   50
                 As evidence of compliance, Officers' Certificate and Opinion of
                     Counsel to be furnished to Trustee.................................   50
                 Contents of certificates and opinions Trustee may examine books and
                     records of the Company.............................................   50
SECTION 14.04.   Cancellation of Securities.............................................   51
SECTION 14.05.   Provisions required by Trust Indenture Act of 1939 to control .........   51
SECTION 14.06.   Action of authorized committee deemed to be action
                     of Board of Directors..............................................   51
SECTION 14.07.   Notices................................................................   51
SECTION 14.08.   Act of Holders.........................................................   52
SECTION 14.09.   Payments due on Non-Business days......................................   53
SECTION 14.10.   Execution in counterparts..............................................   53
SECTION 14.11.   Indenture deemed a New York contract...................................   53
</TABLE>

                                       vi

<PAGE>

<TABLE>
<S>                                                                                         <C>
                                        ARTICLE FIFTEEN
                                  SUBORDINATION OF SECURITIES

SECTION 15.01.     Agreement to Subordinate..............................................   53
SECTION 15.02.     Distribution on Dissolution, Liquidation and Reorganization;
                       Subrogation of Securities.........................................   54
SECTION 15.03.     Unconditional Obligation of the Company to make Payments on
                       Securities........................................................   54
SECTION 15.04.     Prior Payments of Senior Indebtedness upon Maturity; No Payment on
                       Securities upon event of default on Senior Indebtedness...........   54
SECTION 15.05.     Payments on Securities Permitted......................................   55
SECTION 15.06.     Trustee as Holder of Senior Indebtedness..............................   56
SECTION 15.07.     No Impairment of Right to Enforce Subordination by Holders of Senior
                       Indebtedness......................................................   56
SECTION 15.08.     Authorization of Holders of Securities to Holders of Senior
                       Indebtedness and Trustee to Effect Subordination..................   56
SECTION 15.09.     No Fiduciary Duty by Trustee to Holders of Senior Indebtedness........   56
SECTION 15.10      All Provisions of Indenture Subject to this Article...................   56
SECTION 15.11      Contrary Provisions...................................................   56

TESTIMONIUM        ......................................................................   57
SIGNATURES AND SEALS.....................................................................   57
</TABLE>

                                      vii

<PAGE>

            INDENTURE, dated as of ________, 2005, between MOBILE MINI, INC., a
Delaware corporation (the "Company") 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:

                                       1
<PAGE>

                                   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:

            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 or Houston 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, with respect to
      any person, all Common Stock and Preferred Stock of such person.

            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

                                       2
<PAGE>

      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 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.

            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.

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

                                       3
<PAGE>

            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;

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

                                       4
<PAGE>

            (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.

            Paying Agent: The term "Paying Agent" shall mean any Person
      authorized by the Company to pay the principal of or any premium or
      interest on any Securities on behalf of the Company.

            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 2.01.

            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 2.01.

            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.

            Senior Indebtedness: The term "Senior Indebtedness" means the
      principal of (and premium, if any) and unpaid interest on (i) Indebtedness
      of the Company (including Indebtedness of others guaranteed by the
      Company), whether outstanding on the date hereof or thereafter created,
      incurred, assumed or guaranteed, for money borrowed (other than the
      Indebtedness evidenced by the Securities outstanding on the date hereof or
      thereafter created), unless in the instrument creating or evidencing the
      same or pursuant to which the same is outstanding it is provided that such
      Indebtedness is not senior or prior in right of payment to the Securities
      or is made subordinate to any other Indebtedness of the Company on the
      same or substantially the same basis as the Securities are made
      subordinate and (ii) renewals, extensions, modifications and refundings of
      any such Indebtedness.

            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.

                                       7
<PAGE>

            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 issuable in
substantially such form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification 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 2.01 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 2.01 shall prohibit the Company from issuing
Restricted Securities of a series offered and sold outside of the United States
of America in reliance

                                       8
<PAGE>

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 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
shall be subordinated in right of payment, to Senior Indebtedness as provided in
Article Fifteen.

            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

                                       9
<PAGE>

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;

                  (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;

                  (l) 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).

                                       10
<PAGE>

            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 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

                                       11
<PAGE>

                                     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-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

                                       12
<PAGE>

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 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

                                       13
<PAGE>

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.

            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

                                       14
<PAGE>

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 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.

                                       15
<PAGE>

            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

            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

                                       16
<PAGE>

            (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 by-laws 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

                  (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

                                       17
<PAGE>

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 Issuer 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:

      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

                                       18
<PAGE>

      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.

            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.

                                       19
<PAGE>

            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.

            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.

                                       20
<PAGE>

            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 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

                                       21
<PAGE>

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
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.

                                       22
<PAGE>

                                  ARTICLE FIVE
                            COVENANTS OF THE COMPANY

            The Company hereby covenants and agrees as follows:

            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 duly 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
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

                                       23
<PAGE>

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 14.01, 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.

            SECTION 5.05. The Company will cause to be paid and discharged all
lawful taxes, assessments and governmental charges or levies imposed upon the
Company or upon the

                                       24
<PAGE>

income or profits of the Company or upon property or any part thereof belonging
to the Company before the same shall be in default, as well as all lawful claims
for labor, materials and supplies which, if unpaid, might become a lien or
charge upon such property or any part thereof; provided, however, that the
Company shall not be required to cause to be paid or discharged any such tax,
assessment, charge, levy or claim so long as the validity or amount thereof
shall be contested in good faith by appropriate proceedings and the nonpayment
thereof does not, in the judgment of the Company, materially adversely affect
the ability of the Company to pay all obligations under this Indenture when due;
and provided, further, that the Company shall not be required to cause to be
paid or discharged any such tax, assessment, charge, levy or claim if, in the
judgment of the Company, such payment shall not be advantageous to the Company
in the conduct of its business and if the failure so to pay or discharge does
not, in its judgment, materially adversely affect the ability of the Company to
pay all obligations under this Indenture when due.

            SECTION 5.06. 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

                  (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 5.07. 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 this
Article 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

                                       25
<PAGE>

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, 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

                                       26
<PAGE>

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:

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

                        (i) the principal of all the Securities of such series
      declared to be due and payable, all arrears of interest, if any, upon all
      the Securities of such series (with interest, to the extent that interest
      thereon shall be legally enforceable, on any overdue installment of
      interest at the rate borne by the Securities of such series), and

                        (ii) the reasonable charges and expenses of the Trustee
      and its agents and attorneys and all other sums payable under this
      Indenture (except the principal of the Securities of such series, which
      would not be due and payable were it not for such declaration), or

                        (b) provisions deemed by the Trustee or by the holders
      of a majority in principal aggregate amount of the Securities of such
      series then outstanding to be adequate therefor shall have been made; 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.

                                       27
<PAGE>

            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.

            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

                                       28
<PAGE>

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:

            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.

                                       29
<PAGE>

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.

            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

                                       30
<PAGE>

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 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.

                                       31
<PAGE>

                                  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 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

                                       32
<PAGE>

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 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

                                       33
<PAGE>

(including the records of any Security Co-Registrar). Such notice shall be
mailed not less than 20 nor more than 180 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 25% 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 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

                                       34
<PAGE>

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 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

                                       35
<PAGE>

                  (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.

                  (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 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.

                                       36
<PAGE>

                                   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 any 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 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.

                                       37
<PAGE>

            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 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:

            (a) 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);

            (b) 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

            (c) 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

                                       38
<PAGE>

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 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;

                                       39
<PAGE>

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 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

                                       40
<PAGE>

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 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.

                                       41
<PAGE>

            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.

            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

                                       42
<PAGE>

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.

            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

                                       43
<PAGE>

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 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

                                       44
<PAGE>

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 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,

                                       45
<PAGE>

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 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.

                                       46
<PAGE>

            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 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.

                                       47
<PAGE>

            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 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.

                                       48
<PAGE>

            SECTION 13.07. No supplemental indenture shall adversely affect the
rights of any holder of Senior Indebtedness under Article Fifteen without the
consent of such holder.

                                ARTICLE FOURTEEN
                            MISCELLANEOUS PROVISIONS

            SECTION 14.01. The Company shall not consolidate with or merge with
or into, any other corporation, or transfer all or substantially all of its
assets to, any entity unless permitted by law and unless (1) the resulting,
surviving or transferee entity, which shall be a corporation organized and
existing under the laws of the United States, a State thereof or the District of
Columbia and assumes by supplemental indenture, in a form reasonably
satisfactory to the Trustee, all of the obligations of the Company under the
Securities and this Indenture and (2) immediately after giving effect to, and as
a result of, such transaction, no Default or Event of Default shall have
occurred and be continuing. Thereafter such successor corporation or
corporations shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the "Company" and all such obligations
of the predecessor corporation shall terminate.

            The Company shall deliver to the Trustee prior to the consummation
of the proposed transaction an Officers' Certificate to the foregoing effect and
an Opinion of Counsel stating that the proposed transaction and such
supplemental indenture comply with this Indenture.

            To the extent that an Authorizing Resolution or supplemental
indenture pertaining to any Series provides for different provisions relating to
the subject matter of this Article, the provisions in such Authorizing
Resolution or supplemental indenture shall govern for purposes of such Series.

            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

                                       49
<PAGE>

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 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.

                                       50
<PAGE>

            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) 894-6411; 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 (confirmation of
receipt requested) to it at ________________________ (telephone:
___________________ ; 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

                                       51
<PAGE>

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.

            (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.

                                       52
<PAGE>

            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.

                                 ARTICLE FIFTEEN
                           SUBORDINATION OF SECURITIES

            SECTION 15.01. The Company, for itself, its successors and assigns,
agrees, and each holder of Securities by accepting agrees, that the Indebtedness
evidenced by the Securities is subordinated in right of payment, to the extent
and in the manner provided in the Article, to the prior payment in full of all
Senior Indebtedness and that the subordination is for the benefit of the holders
of Senior Indebtedness.

            SECTION 15.02. In the event of any distribution of assets or
securities of the Company of any kind or character (whether in cash, property or
securities) upon any dissolution, winding-up, liquidation or reorganization of
the Company, whether voluntary or involuntary and whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for
the benefit of creditors or any other marshalling of the assets and liabilities
of the Company or otherwise,

            (a) the holders of all Senior Indebtedness shall be entitled to
receive payment in full of the principal and interest due (including interest
accruing after the commencement of any such proceeding) to the date of payment
on the Senior Indebtedness before holders of these Securities shall be entitled
to receive any payment of principal or interest on Securities; and

            (b) until the Senior Indebtedness is paid in full, any distribution
to which holders of the Securities would be entitled but for hits Article shall
be made to holders of Senior Indebtedness as their interests may appear, except
that holders of the Securities may receive securities that are subordinated to
Senior Indebtedness to at least the same extent as the Securities.

            SECTION 15.03. Nothing contained in this Article Fifteen or
elsewhere in this Indenture, or in any of the Securities of any series, is
intended to or shall impair, as between the Company, its creditors other than
the holders of Senior Indebtedness, and the holders of the Securities, the
obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Securities the principal of (and premium, if any) and interest on
the Securities, as and when the same shall become due and payable in accordance
with their terms, or affect the relative rights of the holders of the Securities
and creditors of the Company other than the holders of Senior Indebtedness, nor
shall anything herein or therein prevent the Trustee or the holder of any
Security from exercising all remedies otherwise permitted by applicable law upon

                                       53
<PAGE>

default under this Indenture, subject to the provisions of Article Six and the
rights, if any, under this Article Fifteen of the holders of Senior Indebtedness
in respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

            SECTION 15.04. (a) Upon the maturity of any Senior Indebtedness by
lapse of time, acceleration or otherwise, or upon the maturity of the Securities
of such series by acceleration thereof under Article 6, then all principal and
interest on all such matured Senior Indebtedness, or on all Senior Indebtedness
outstanding at the time of such acceleration under Article 6, respectively,
shall first be paid in full before any direct or indirect payment (in cash,
property, securities, by set-off or otherwise) on account of principal (and
premium, if any) or interest is made upon the Securities.

            (b) Upon a default in the payment of principal (and premium, if any)
or interest with respect to any Senior Indebtedness, then, unless and until such
default shall have been cured or waived or shall have ceased to exist, no direct
or indirect payment (in cash, property, securities, by set-off or otherwise)
shall be made or agreed to be made on account of the principal of (and premium,
if any) or interest on the Securities or as a sinking fund, if any, for the
Securities (except sinking fund payments, if any, made in Securities acquired by
the Company prior to such default), or in respect of any redemption, retirement,
purchase or other acquisition of any of the Securities. In the event that,
notwithstanding the foregoing, any direct or indirect payment or distribution
shall be received by the Trustee or by any holder of the Securities in
contravention of the provisions of Section 15.02 or this paragraph (b), then
such payments shall be held for the benefit of, and shall be paid over to, the
holders of all Senior Indebtedness at the time outstanding or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness
may have been issued, as their respective interests may appear, for application
to the pro rata payment of all such Senior Indebtedness until all such Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.

            (c) Upon the happening of an event of default (other than a default
in the payment of principal, premium, if any, or interest) with respect to any
Senior Indebtedness, as defined therein or in the instrument under which the
same is outstanding, permitting the holders thereof to accelerate the maturity
thereof, then, unless and until such event of default (other than a default in
the payment of principal, premium, if any, or interest) shall have been cured or
waived or shall have ceased to exist, no direct or indirect payment (in cash,
property, securities, by set-off or otherwise) shall be made or agreed to be
made on account of the principal of (and premium, if any) or interest on the
Securities or as a sinking fund, if any, for the Securities (except sinking fund
payments, if any, made in Securities acquired by the Company prior to such event
of default), or in respect of any redemption, retirement, purchase or other
acquisition of any of the Securities. In the event that, notwithstanding the
foregoing, any direct or indirect payment or distribution shall be received by
the Trustee or any holder of the Securities in contravention of the provisions
of Section 15.02 or this paragraph (c), then such payments shall be held for the
benefit of, and shall be paid over to, the holders of all Senior Indebtedness at
the time outstanding or their representative or representatives or to the
trustee or trustees under any

                                       54
<PAGE>

indenture under which any instruments evidencing any of such Senior Indebtedness
may have been issued, as their respective interests may appear, for application
to the pro rata payment of all such Senior Indebtedness until all such Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.

            SECTION 15.05. Nothing contained in this Article Fifteen or
elsewhere in this Indenture, or in any of the Securities, shall

            (a) prevent the Company from making any payment on account of
principal of (and premium, if any), sinking fund or interest on such Securities,
or deposits of moneys for such payments with the Trustee or any Paying Agent,
except during the existence of any of the conditions described in Section 15.02
or Section 15.04, or

            (b) prevent the Trustee, notwithstanding the existence of any of the
conditions described in Section 15.02 or Section 15.04, from applying any moneys
deposited with it hereunder for such purpose to the payment of the principal of
(and premium, if any), sinking fund for or interest on the Securities, unless,
at least one full business day prior to the date upon which such payment would
otherwise (except for the existence of any such condition) become due and
payable, the Trustee shall have received written notice of the existence of any
such condition and describing the same from the Company or any holder of Senior
Indebtedness or any trustee or agent for or similar representative of any such
holder, or

            (c) result in charging the Trustee with knowledge of the existence
of Senior Indebtedness or, in the absence of written notice of the existence of
any condition described in Sections 15.02 or 15.04 hereof, with knowledge of the
existence of such condition.

            SECTION 15.06. The Trustee shall be entitled to all the rights set
forth in this Article Fifteen in respect of any Senior Indebtedness at any time
held by it, to the same extent as any other holder of Senior Indebtedness and
nothing in this Indenture shall be construed to deprive the Trustee of any of
its rights as such holder. Any amounts due to the Trustee pursuant to Section
10.07 hereof shall be deemed to be Senior Indebtedness.

            SECTION 15.07. No right of any present or future holder of any
Senior Indebtedness of the Company to enforce subordination as herein provided,
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
any such holder may have or be otherwise charged with.

            SECTION 15.08. Each holder of a Security of any series by his
acceptance thereof (i) hereby irrevocably authorizes and empowers (but without
imposing any obligation on) each holder of any Senior Indebtedness at the time
outstanding and such holder's representatives, to demand, sue for, collect,
receive and receipt for such holder's ratable share of payments and
distributions in respect of the Securities which are required to be paid or
delivered to the holders

                                       55
<PAGE>

of Senior Indebtedness as provided in Sections 15.02 and 15.04 hereof, and to
file and prove all claims therefor and take all such other action (including the
right to vote such holder's ratable share of such Securities) in the name of the
holders of the Securities, or otherwise, as such holder or such holder's
representatives may determine to be necessary or appropriate for the enforcement
of the provisions of Sections 15.02 and 15.04 above; and (ii) agrees to execute
and deliver to each holder of Senior Indebtedness, and such holder's
representatives, all such further instruments confirming the authorization
hereinabove set forth, and all such powers of attorney, proofs of claim,
assignments of claim and other instruments, and to take all such other action as
may be requested by such holder or such holder's representatives in order to
enable such holder to enforce all claims upon or in respect of such holder's
ratable share of the Securities.

            Each holder of a Security of any series by his acceptance thereof
authorizes the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate, as between the holders of Senior Indebtedness and the
holders of such Securities, the subordination as provided in this Article
Fifteen, and appoints the Trustee his attorney-in-fact for any and all such
purposes.

            SECTION 15.09. Neither the Trustee nor Paying Agent shall be deemed
to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be
liable to any such holders if it shall, in the absence of bad faith, pay over or
distribute to holders of Securities, the Company or any other Person monies or
assets to which any holder of Senior Indebtedness shall be entitled by virtue of
this Article Fifteen or otherwise.

            SECTION 15.10. The Company shall promptly notify the Trustee and the
Paying Agent of any facts known to the Company that would cause a payment of
principal of or interest on the Securities to violate the Article, but failure
to give such notice shall not affect the subordination of the Securities to the
Senior Indebtedness provided in the Article. Nothing in this Article shall apply
to claims of, or payments to, the Trustee under or pursuant to Section 10.05.

            SECTION 15.11. Notwithstanding anything herein contained to the
contrary, all the provisions of this Indenture shall be subject to the
provisions of this Article Fifteen, except that this Article Fifteen is subject
to the provisions of Section 5.03.

                            [SIGNATURE PAGE FOLLOWS]

                                       56
<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, 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:

_______________

                                       57