<PAGE>

                                                                     Exhibit 4.4

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

                          WESTLAKE CHEMICAL CORPORATION

                                                                       as Issuer

         THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO

                                                        as Subsidiary Guarantors

                                       and

                                 [             ]
                                   -----------
                                                                      as Trustee

                                   ----------

                                    Indenture

                       Dated as of                 , 2005
                                   ----------------

                                   ----------

                          Subordinated Debt Securities

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

<PAGE>

                          WESTLAKE CHEMICAL CORPORATION

           Reconciliation and tie between Trust Indenture Act of 1939
                  and Indenture, dated as of            , 2005
                                             -----------

                                   ----------

   Section of
Trust Indenture                                                    Section(s) of
  Act of 1939                                                        Indenture
---------------                                                   --------------
(S) 310 (a)(1).................................................   7.10
        (a)(2).................................................   7.10
        (a)(3).................................................   Not Applicable
        (a)(4).................................................   Not Applicable
        (a)(5).................................................   7.10
        (b)....................................................   7.08, 7.10
(S) 311 (a)....................................................   7.11
        (b)....................................................   7.11
        (c)....................................................   Not Applicable
(S) 312 (a)....................................................   2.07
        (b)....................................................   12.03
        (c)....................................................   12.03
(S) 313 (a)....................................................   7.06
        (b)....................................................   7.06
        (c)....................................................   7.06
        (d)....................................................   7.06
(S) 314 (a)....................................................   4.03, 4.04
        (b)....................................................   Not Applicable
        (c)(1).................................................   12.04
        (c)(2).................................................   12.04
        (c)(3).................................................   Not Applicable
        (d)....................................................   Not Applicable
        (e)....................................................   12.05
(S) 315 (a)....................................................   7.01(b)
        (b)....................................................   7.05
        (c)....................................................   7.01(a)
        (d)....................................................   7.01(c)
        (d)(1).................................................   7.01(c)(1)
        (d)(2).................................................   7.01(c)(2)
        (d)(3).................................................   7.01(c)(3)
        (e)....................................................   6.11
(S) 316 (a)(1)(A)..............................................   6.05
        (a)(1)(B)..............................................   6.04
        (a)(2).................................................   Not Applicable
        (a)(last sentence).....................................   2.11
        (b)....................................................   6.07
(S) 317 (a)(1).................................................   6.08
        (a)(2).................................................   6.09
        (b)....................................................   2.06
(S) 318 (a)....................................................   12.01

----------

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

                                       i

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>                                                                                              <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE..............................................1

    SECTION 1.01   Definitions....................................................................1
    SECTION 1.02   Other Definitions..............................................................7
    SECTION 1.03   Incorporation by Reference of Trust Indenture Act..............................8
    SECTION 1.04   Rules of Construction..........................................................8

ARTICLE II THE SECURITIES.........................................................................9

    SECTION 2.01   Amount Unlimited; Issuable in Series...........................................9
    SECTION 2.02   Denominations.................................................................12
    SECTION 2.03   Forms Generally...............................................................12
    SECTION 2.04   Execution, Authentication, Delivery and Dating................................13
    SECTION 2.05   Registrar and Paying Agent....................................................15
    SECTION 2.06   Paying Agent to Hold Money in Trust...........................................15
    SECTION 2.07   Holder Lists..................................................................15
    SECTION 2.08   Transfer and Exchange.........................................................16
    SECTION 2.09   Replacement Securities........................................................16
    SECTION 2.10   Outstanding Securities........................................................17
    SECTION 2.11   Original Issue Discount, Foreign-Currency Denominated
                      and Treasury Securities....................................................17
    SECTION 2.12   Temporary Securities..........................................................17
    SECTION 2.13   Cancellation..................................................................18
    SECTION 2.14   Payments; Defaulted Interest..................................................18
    SECTION 2.15   Persons Deemed Owners.........................................................19
    SECTION 2.16   Computation of Interest.......................................................19
    SECTION 2.17   Global Securities; Book-Entry Provisions......................................19

ARTICLE III REDEMPTION...........................................................................21

    SECTION 3.01   Applicability of Article......................................................21
    SECTION 3.02   Notice to the Trustee.........................................................21
    SECTION 3.03   Selection of Securities To Be Redeemed........................................22
    SECTION 3.04   Notice of Redemption..........................................................22
    SECTION 3.05   Effect of Notice of Redemption................................................23
    SECTION 3.06   Deposit of Redemption Price...................................................23
    SECTION 3.07   Securities Redeemed in Part...................................................24
    SECTION 3.08   Purchase of Securities........................................................24
    SECTION 3.09   Mandatory and Optional Sinking Funds..........................................24
    SECTION 3.10   Satisfaction of Sinking Fund Payments with Securities.........................24
    SECTION 3.11   Redemption of Securities for Sinking Fund.....................................25

ARTICLE IV COVENANTS.............................................................................26

    SECTION 4.01   Payment of Securities.........................................................26
    SECTION 4.02   Maintenance of Office or Agency...............................................26
    SECTION 4.03   SEC Reports; Financial Statements.............................................27
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                              <C>
    SECTION 4.04   Compliance Certificate........................................................27
    SECTION 4.05   Corporate Existence...........................................................28
    SECTION 4.06   Waiver of Stay, Extension or Usury Laws.......................................28
    SECTION 4.07   Additional Amounts............................................................28

ARTICLE V SUCCESSORS.............................................................................29

    SECTION 5.01   Limitations on Mergers and Consolidations.....................................29
    SECTION 5.02   Successor Person Substituted..................................................29

ARTICLE VI DEFAULTS AND REMEDIES.................................................................30

    SECTION 6.01   Events of Default.............................................................30
    SECTION 6.02   Acceleration..................................................................32
    SECTION 6.03   Other Remedies................................................................32
    SECTION 6.04   Waiver of Defaults............................................................33
    SECTION 6.05   Control by Majority...........................................................33
    SECTION 6.06   Limitations on Suits..........................................................33
    SECTION 6.07   Rights of Holders to Receive Payment..........................................34
    SECTION 6.08   Collection Suit by Trustee....................................................34
    SECTION 6.09   Trustee May File Proofs of Claim..............................................34
    SECTION 6.10   Priorities....................................................................35
    SECTION 6.11   Undertaking for Costs.........................................................36

ARTICLE VII TRUSTEE..............................................................................36

    SECTION 7.01   Duties of Trustee.............................................................36
    SECTION 7.02   Rights of Trustee.............................................................37
    SECTION 7.03   May Hold Securities...........................................................38
    SECTION 7.04   Trustee's Disclaimer..........................................................38
    SECTION 7.05   Notice of Defaults............................................................38
    SECTION 7.06   Reports by Trustee to Holders.................................................38
    SECTION 7.07   Compensation and Indemnity....................................................38
    SECTION 7.08   Replacement of Trustee........................................................39
    SECTION 7.09   Successor Trustee by Merger, etc..............................................41
    SECTION 7.10   Eligibility; Disqualification.................................................41
    SECTION 7.11   Preferential Collection of Claims Against the Company or a Subsidiary
                      Guarantor..................................................................42
ARTICLE VIII DISCHARGE OF INDENTURE..............................................................42

    SECTION 8.01   Termination of the Company's and the Subsidiary Guarantors' Obligations.......42
    SECTION 8.02   Application of Trust Money....................................................46
    SECTION 8.03   Repayment to Company or Subsidiary Guarantor..................................46
    SECTION 8.04   Reinstatement.................................................................46

ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS................................................47

    SECTION 9.01   Without Consent of Holders....................................................47
    SECTION 9.02   With Consent of Holders.......................................................48
    SECTION 9.03   Compliance with Trust Indenture Act...........................................50
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                              <C>
    SECTION 9.04   Revocation and Effect of Consents.............................................50
    SECTION 9.05   Notation on or Exchange of Securities.........................................51
    SECTION 9.06   Trustee to Sign Amendments, etc...............................................51

ARTICLE X SUBORDINATION OF SECURITIES AND GUARANTEE..............................................51

   SECTION 10.01   Securities and Guarantee Subordinated to Senior Debt..........................51
   SECTION 10.02   No Payment on Securities in Certain Circumstances.............................52
   SECTION 10.03   Securities and Guarantee Subordinated to Prior Payment of All Senior Debt
                      on Dissolution, Liquidation or Reorganization..............................53
   SECTION 10.04   Subrogation to Rights of Holders of Senior Debt...............................54
   SECTION 10.05   Obligations of the Company and the Subsidiary Guarantors Unconditional........55
   SECTION 10.06   Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice.......55
   SECTION 10.07   Application by Trustee of Amounts Deposited with It...........................55
   SECTION 10.08   Subordination Rights Not Impaired by Acts or Omissions of the Company, the
                      Subsidiary Guarantors or Holders of Senior Debt............................56
   SECTION 10.09   Trustee to Effectuate Subordination of Securities.............................56
   SECTION 10.10   Right of Trustee to Hold Senior Debt..........................................57
   SECTION 10.11   Article X Not to Prevent Events of Default....................................57
   SECTION 10.12   No Fiduciary Duty of Trustee to Holders of Senior Debt........................57
   SECTION 10.13   Article Applicable to Paying Agent............................................57

ARTICLE XI GUARANTEE.............................................................................58

   SECTION 11.01   Guarantee.....................................................................58
   SECTION 11.02   Execution and Delivery of Guarantee...........................................60
   SECTION 11.03   Limitation on Liability of the Subsidiary Guarantors..........................60
   SECTION 11.04   Release of Subsidiary Guarantors from Guarantee...............................60
   SECTION 11.05   Contribution..................................................................61

ARTICLE XII MISCELLANEOUS........................................................................61

   SECTION 12.01   Trust Indenture Act Controls..................................................61
   SECTION 12.02   Notices.......................................................................61
   SECTION 12.03   Communication by Holders with Other Holders...................................63
   SECTION 12.04   Certificate and Opinion as to Conditions Precedent............................63
   SECTION 12.05   Statements Required in Certificate or Opinion.................................63
   SECTION 12.06   Rules by Trustee and Agents...................................................63
   SECTION 12.07   Legal Holidays................................................................64
   SECTION 12.08   No Recourse Against Others....................................................64
   SECTION 12.09   Governing Law.................................................................64
   SECTION 12.10   No Adverse Interpretation of Other Agreements.................................64
   SECTION 12.11   Successors....................................................................64
   SECTION 12.12   Severability..................................................................64
   SECTION 12.13   Counterpart Originals........................................................ 64
   SECTION 12.14   Table of Contents, Headings, etc............................................. 65
</TABLE>

                                       iv

<PAGE>

          INDENTURE (this "Indenture") dated as of            , 2005 among
                                                   ----------
Westlake Chemical Corporation, a Delaware corporation (the "Company"), the
subsidiary guarantors listed on the signature pages hereto (the "Subsidiary
Guarantors"), and                , a                  , as trustee
                  ---------------    -----------------
(the "Trustee").

          The Company and the Subsidiary Guarantors have duly authorized the
execution and delivery of this Indenture to provide for the issuance from time
to time of the Company's subordinated debentures, notes, bonds or other
evidences of indebtedness to be issued from time to time in one or more series
(herein called the "Securities"), and the Guarantee by each of the Subsidiary
Guarantors of the Securities, as provided in this Indenture.

          The Company and the Subsidiary Guarantors are members of the same
consolidated group of companies. The Subsidiary Guarantors will derive direct
and indirect economic benefit from the issuance of the Securities. Accordingly,
each Subsidiary Guarantor has duly authorized the execution and delivery of this
Indenture to provide for its full, unconditional and joint and several guarantee
of the Securities to the extent provided in or pursuant to this Indenture.

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

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

          "Additional Amounts" means any additional amounts required by the
express terms of a Security or by or pursuant to a Board Resolution, under
circumstances specified therein or pursuant thereto, to be paid by the Company
or any Subsidiary Guarantor, as the case may be, with respect to certain taxes,
assessments or other governmental charges imposed on certain Holders and that
are owing to such Holders.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

          "Agent" means any Registrar or Paying Agent.

          "Bankruptcy Law" means Title 11 of the United States Code or any
similar federal, state or foreign law for the relief of debtors.

          "Board of Directors," when used with reference to the Company or a
Subsidiary Guarantor, means the Board of Directors or comparable governing body
of the Company or such Subsidiary Guarantor, as the case may be, or any
committee thereof duly authorized, with respect to any particular matter, to act
by or on behalf of the Board of Directors or comparable governing body of the
Company or such Subsidiary Guarantor, as the case may be.

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

          "Borrowed Money Indebtedness" means all notes, bonds, debentures or
other similar evidences of debt for money borrowed, and any guarantee thereof.

                                       1

<PAGE>

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

          "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants or options (whether or not currently exercisable),
participations or other equivalents of or interests (however designated) in the
equity (which includes, but is not limited to, common stock, preferred stock and
partnership, limited liability company and joint venture interests) of such
Person (excluding any Debt or other debt securities that are convertible into,
or exchangeable for, such equity).

          "Capitalized Lease Obligation" of any Person means any obligation of
such Person to pay rent or other amounts under a lease of property, real or
personal, that is required to be capitalized for financial reporting purposes in
accordance with GAAP; and the amount of such obligation shall be the capitalized
amount thereof determined in accordance with GAAP.

          "Common Equity" of any Person means all Capital Stock of such Person
that is generally entitled to (i) vote in the election of directors of such
Person or (ii) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers or others
that will control the management and policies of such Person.

          "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person; provided, however, that for purposes
of any provision contained herein which is required by the TIA, "Company" shall
also mean each other obligor (if any), other than a Subsidiary Guarantor, on the
Securities of a series.

          "Company Order" and "Company Request" mean, respectively, a written
order or request signed in the name of the Company or each Subsidiary Guarantor
by two Officers of the Company and delivered to the Trustee.

          "Corporate Trust Office of the Trustee" means the principal office of
the Trustee at which at any particular time its corporate trust business shall
be administered, which, in the case of              , shall be
                                       -------------
                     , New York, New York           .
---------------------                     ----------

          "Debt" of any Person means, without duplication: (i) all indebtedness
or obligations of such Person for borrowed money (whether or not the recourse of
the lender is to the whole of the assets of such Person or only to a portion
thereof); (ii) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments; (iii) all obligations of such Person in
respect of letters of credit or other similar instruments (or reimbursement
obligations with respect thereto), other than standby letters of credit, bid or
performance bonds and other obligations issued by or for the account of such
Person in the ordinary course of business, to the extent not drawn or, to the
extent drawn, if such drawing is reimbursed not later than the third Business
Day following demand for reimbursement; (iv) all obligations of such Person to
pay the deferred and unpaid purchase price of property or services, except trade
payables and accrued expenses incurred in the ordinary course of business; (v)
all Capitalized Lease Obligations of such Person; (vi) all Debt of others
secured by a lien on any asset of such Person, whether or not such Debt is
assumed by such Person (provided that if the obligations so

                                        2

<PAGE>

secured have not been assumed in full by such Person or are not otherwise such
Person's legal liability in full, then such obligations shall be deemed to be in
an amount equal to the greater of (a) the lesser of (1) the full amount of such
obligations and (2) the fair market value of such assets, as determined in good
faith by the Board of Directors of such Person, which determination shall be
evidenced by a Board Resolution, and (b) the amount of obligations as have been
assumed by such Person or which are otherwise such Person's legal liability);
and (vii) all Debt of others (other than endorsements in the ordinary course of
business) guaranteed by such Person to the extent of such guarantee.

          "Default" means any event, act or condition that is, or after notice
or the passage of time or both would be, an Event of Default.

          "deliver" or "delivery" means, in the context of certificated
Securities, actual physical delivery of the certificated Securities to the
relevant Person required hereunder, together with all endorsements, and in the
context of Global Securities, the designation on the records of the Depositary
of a change in the beneficial interests of a holder in a Global Security.

          "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in global form, the Person specified
pursuant to Section 2.01 hereof as the initial Depositary with respect to the
Securities of such series, until a successor shall have been appointed and
become such pursuant to the applicable provision of this Indenture, and
thereafter "Depositary" shall mean or include such successor.

          "Designated Senior Debt," unless otherwise provided with respect to
the Securities of a series as contemplated by Section 2.01, means any Senior
Debt that (i) in the instrument evidencing the same or the assumption or
guarantee thereof (or related documents to which the Company or any Subsidiary
Guarantor, as the case may be, is a party) is expressly designated as
"Designated Senior Debt" for purposes of this Indenture and (ii) satisfies such
other conditions as may be provided with respect to the Securities of such
series; provided that such instruments or documents may place limitations and
conditions on the right of such Senior Debt to exercise the rights of Designated
Senior Debt.

          "Disqualified Capital Stock" means, when used with respect to the
Securities of any series, (a) except as set forth in (b), with respect to the
Company or the Subsidiary Guarantors, as the case may be, Capital Stock of the
Company or the Subsidiary Guarantors, as the case may be, that, by its terms or
by the terms of any security into which it is convertible, exercisable or
exchangeable, is, or upon the happening of an event or the passage of time would
be, required to be redeemed or repurchased (including at the option of the
holder thereof) by the Company, any Subsidiary Guarantor or any other
Subsidiary, in whole or in part, on or prior to the Stated Maturity of the
Securities of such series, and (b) with respect to any other Subsidiary, any
Capital Stock other than any Common Equity of such Subsidiary with no
preference, privileges, or redemption or repayment provisions.

          "Dollar" or "$" means a dollar or other equivalent unit in such coin
or currency of the United States as at the time shall be legal tender for the
payment of public and private debt.

                                       3

<PAGE>

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any successor statute.

          "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect from time to time.

          "Global Security" means a Security that is issued in global form in
the name of the Depositary with respect thereto or its nominee.

          "Government Obligations" means, with respect to a series of
Securities, (i) direct obligations of a government that issues the currency in
which the Securities of the series are payable for the payment of which the full
faith and credit of such government is pledged, or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of such
government, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by such government, which, in either case under clause (i)
or (ii) above, are not callable or redeemable at the option of the issuer
thereof; or (iii) depository receipts issued by a bank or trust company as
custodian with respect to any such Government Obligations or a specific payment
of interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation
evidenced by such depository receipt.

          "Guarantee" shall mean the guarantee of the Company's obligations
under the Securities by a Subsidiary Guarantor as provided in Article XI.

          "Holder" means a Person in whose name a Security is registered.

          "Indenture" means this Indenture as amended or supplemented from time
to time pursuant to the provisions hereof, and includes the terms of a
particular series of Securities established as contemplated by Section 2.01.

          "interest" means, with respect to an Original Issue Discount Security
that by its terms bears interest only after Maturity, interest payable after
Maturity.

          "Interest Payment Date," when used with respect to any Security, shall
have the meaning assigned to such term in the Security as contemplated by
Section 2.01.

          "Issue Date" means, with respect to Securities of a series, the first
date on which the Securities of such series are originally issued under this
Indenture.

          "Junior security" means, when used with respect to the Securities of
any series, any Qualified Capital Stock of the Company, any Subsidiary Guarantor
or any other Subsidiary or any Debt of the Company or the Subsidiary Guarantors,
as the case may be, that is

                                       4

<PAGE>

subordinated in right of payment to the Securities of such series and/or any
related Guarantee and has no scheduled installment of principal due, by
redemption, sinking fund payment or otherwise, on or prior to the Stated
Maturity of the Securities of such series.

          "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in any of The City of New York, New York; Houston, Texas or a Place
of Payment are authorized or obligated by law, regulation or executive order to
remain closed.

          "Maturity" means, with respect to any Security, the date on which the
principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity thereof,
or by declaration of acceleration, call for redemption or otherwise.

          "Officer" means the Chairman of the Board, any Vice Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary or any Assistant Secretary of a Person.

          "Officers' Certificate" means a certificate signed by two Officers of
a Person.

          "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. Such counsel may be an employee of or counsel to the
Company, the Subsidiary Guarantor or the Trustee.

          "Original Issue Discount Security" means any Security that provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

          "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint stock company, trust, unincorporated organization or government or other
agency, instrumentality or political subdivision thereof or other entity of any
kind.

          "Place of Payment" means, with respect to the Securities of any
series, the place or places where the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of that
series are payable as specified in accordance with Section 2.01 subject to the
provisions of Section 4.02.

          "principal" of a Security means the principal of the Security plus,
when appropriate, the premium, if any, on the Security.

          "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

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

                                       5

<PAGE>

          "Redemption Price" means, with respect to any Security to be redeemed,
the price at which it is to be redeemed pursuant to this Indenture.

          "Responsible Officer" means any officer within the corporate trust
department of the Trustee having direct responsibility for the administration of
this Indenture or any other officer to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

          "Rule 144A Securities" means Securities of a series designated
pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b).

          "SEC" means the Securities and Exchange Commission.

          "Securities" has the meaning stated in the preamble of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

          "Security Custodian" means, with respect to Securities of a series
issued in global form, the Trustee for Securities of such series, as custodian
with respect to the Securities of such series, or any successor entity thereto.

          "Senior Debt", unless otherwise provided with respect to the
Securities of a series as contemplated by Section 2.01, means (i) all Debt of
the Company and, in the case of the Guarantee, the Subsidiary Guarantors,
whether currently outstanding or hereafter created, incurred or assumed, unless,
by the terms of the instrument creating or evidencing such Debt or pursuant to
which such Debt is outstanding, it is provided that such Debt is not superior in
right of payment to the Securities, in the case of the Company, or the
Guarantee, in the case of the Subsidiary Guarantors, or to other Debt which is
pari passu with or subordinated to the Securities, in the case of the Company,
or the Guarantee, in the case of the Subsidiary Guarantors, and (ii) any
modifications, refunding, deferrals, renewals or extensions of any such Debt or
any securities, notes or other evidences of Debt issued in exchange for such
Debt; provided that, unless otherwise provided with respect to the Securities of
a series as contemplated by Section 2.01, in no event shall "Senior Debt"
include (a) Debt evidenced by the Securities or any Guarantee, (b) Debt of the
Company or any of the Subsidiary Guarantors owed or owing to any Subsidiary or
any officer, director or employee of the Company, any of the Subsidiary
Guarantors or any other Subsidiary, (c) Debt of any of the Subsidiary Guarantors
owed or owing to the Company, (d) Debt to trade creditors, (e) any liability for
taxes owed or owing by the Company or the Subsidiary Guarantors or (f) Debt of
any Subsidiary Guarantor in the event there is no series of Securities
outstanding that is entitled to the benefits of a Guarantee.

          "Stated Maturity" means, when used with respect to any Security or any
installment of principal thereof or interest thereon, the date specified in such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable.

          "Subsidiary" means a Person at least a majority of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting

                                       6

<PAGE>

stock" means stock having voting power for the election of directors, whether at
all times or only so long as no senior class of stock has such voting power by
reason of any contingency.

          "Subsidiary Guarantors" means the Person or Persons named as the
"Subsidiary Guarantors" in the first paragraph of this Indenture, in each case
until a successor to such Person or Persons shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Subsidiary
Guarantors" shall mean such successor Person or Persons, and any other
Subsidiary of the Company who may execute this Indenture, or a supplement
thereto, for the purpose of providing a Guarantee pursuant to this
Indenture.

          "surrender" shall have the same meaning as "deliver" in the context of
the surrender of a Security.

          "TIA" means the Trust Indenture Act of 1939, as amended, as in effect
on the date hereof; provided, however, that, in the event the Trust Indenture
Act of 1939 is amended after such date, "TIA" means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.

          "Trustee" means the Person named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture, and
thereafter "Trustee" means each Person who is then a Trustee hereunder, and if
at any time there is more than one such Person, "Trustee" as used with respect
to the Securities of any series means the Trustee with respect to Securities of
that series.

          "United States" means the United States of America (including the
States and the District of Columbia) and its territories and possessions, which
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

          "U.S. Government Obligations" means Government Obligations with
respect to Securities payable in Dollars.

SECTION 1.02 Other Definitions.

                                                                        Defined
Term                                                                  in Section
----                                                                  ----------

                                       7

<PAGE>

"Agent Members"....................................................       2.17
"Bankruptcy Custodian".............................................       6.01
"Conversion Event".................................................       6.01
"covenant defeasance"..............................................       8.01
"Event of Default".................................................       6.01
"Exchange Rate"....................................................       2.11
"Funding Guarantor"................................................      11.05
"Judgment Currency"................................................       6.10
"legal defeasance".................................................       8.01
"mandatory sinking fund payment"...................................       3.09
"optional sinking fund payment"....................................       3.09
"Paying Agent".....................................................       2.05
"Payment Blocking Notice"..........................................      10.02
"Payment Default"..................................................      10.02
"Registrar"........................................................       2.05
"Required Currency"................................................       6.10
"Successor"........................................................       5.01

SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

          Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture (and
if the Indenture is not qualified under the TIA at the time, as if it were so
qualified unless otherwise provided). The following TIA terms used in this
Indenture have the following meanings:

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture security holder" means a Holder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.

          "obligor" on the indenture securities means the Company, any
Subsidiary Guarantor or any other obligor on the Securities.

          All terms used in this Indenture that are defined by the TIA, defined
by a TIA reference to another statute or defined by an SEC rule under the TIA
have the meanings so assigned to them.

SECTION 1.04 Rules of Construction.

          Unless the context otherwise requires:

          (1)  a term has the meaning assigned to it;

                                       8

<PAGE>

          (2)  an accounting term not otherwise defined has the meaning assigned
               to it in accordance with GAAP;

          (3)  "or" is not exclusive;

          (4)  words in the singular include the plural, and in the plural
               include the singular;

          (5)  provisions apply to successive events and transactions; and

          (6)  all references in this instrument to Articles and Sections are
               references to the corresponding Articles and Sections in and of
               this instrument.

                                   ARTICLE II
                                 THE SECURITIES

SECTION 2.01 Amount Unlimited; Issuable in Series.

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

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

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

          (2) if there is to be a limit, the limit upon the aggregate principal
     amount of the Securities of the series that may be authenticated and
     delivered under this Indenture (except for Securities authenticated and
     delivered upon registration of transfer of, or in exchange for, or in lieu
     of, other Securities of the series pursuant to Section 2.08, 2.09, 2.12,
     2.17, 3.07 or 9.05 and except for any Securities that, pursuant to Section
     2.04 or 2.17, are deemed never to have been authenticated and delivered
     hereunder); provided, however, that unless otherwise provided in the terms
     of the series, the authorized aggregate principal amount of such series may
     be increased before or after the issuance of any Securities of the series
     by a Board Resolution (or action pursuant to a Board Resolution) to such
     effect;

          (3) whether any Securities of the series are to be issuable initially
     in temporary global form and whether any Securities of the series are to be
     issuable in permanent global form, as Global Securities or otherwise, and,
     if so, whether beneficial owners of interests in any such Global Security
     may exchange such interests for Securities of such series and of like tenor
     of any authorized form and denomination and the circumstances under which
     any such exchanges may occur, if other than in the manner provided in
     Section 2.17, and the initial Depositary and Security Custodian, if any,
     for any Global Security or Securities of such series;

                                       9

<PAGE>

          (4) the manner in which any interest payable on a temporary Global
     Security on any Interest Payment Date will be paid if other than in the
     manner provided in Section 2.14;

          (5) the date or dates on which the principal of and premium (if any)
     on the Securities of the series is payable or the method of determination
     thereof;

          (6) the rate or rates, or the method of determination thereof, at
     which the Securities of the series shall bear interest, if any, whether and
     under what circumstances Additional Amounts with respect to such Securities
     shall be payable, the date or dates from which such interest shall accrue,
     the Interest Payment Dates on which such interest shall be payable and the
     record date for the interest payable on any Securities on any Interest
     Payment Date, or if other than provided herein, the Person to whom any
     interest on Securities of the series shall be payable;

          (7) the place or places where, subject to the provisions of Section
     4.02, the principal of, premium (if any) and interest on and any Additional
     Amounts with respect to the Securities of the series shall be payable;

          (8) the period or periods within which, the price or prices (whether
     denominated in cash, securities or otherwise) at which and the terms and
     conditions upon which Securities of the series may be redeemed, in whole or
     in part, at the option of the Company, if the Company is to have that
     option, and the manner in which the Company must exercise any such option,
     if different from those set forth herein;

          (9) whether Securities of the series are entitled to the benefits of
     any Guarantee of any Subsidiary Guarantor pursuant to this Indenture;

          (10) 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 period or periods
     within which, the price or prices (whether denominated in cash, securities
     or otherwise) at 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;

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

          (12) if other than Dollars, the currency or currencies (including
     composite currencies) or the form, including equity securities, other debt
     securities (including Securities), warrants or any other securities or
     property of the Company, any Subsidiary Guarantor or any other Person, in
     which payment of the principal of, premium (if any) and interest on and any
     Additional Amounts with respect to the Securities of the series shall be
     payable;

          (13) if the principal of, premium (if any) or interest on or any
     Additional Amounts with respect to the Securities of the series are to be
     payable, at the election of the Company or a Holder thereof, in a currency
     or currencies (including composite

                                       10

<PAGE>

     currencies) other than that in which the Securities are stated to be
     payable, the currency or currencies (including composite currencies) in
     which payment of the principal of, premium (if any) and interest on and any
     Additional Amounts with respect to Securities of such series as to which
     such election is made shall be payable, and the periods within which and
     the terms and conditions upon which such election is to be made;

          (14) if the amount of payments of principal of, premium (if any) and
     interest on and any Additional Amounts with respect to the Securities of
     the series may be determined with reference to any commodities, currencies
     or indices, values, rates or prices or any other index or formula, the
     manner in which such amounts shall be determined;

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

          (16) any additional means of satisfaction and discharge of this
     Indenture and any additional conditions or limitations to discharge with
     respect to Securities of the series and the related Guarantee pursuant to
     Article VIII or any modifications of or deletions from such conditions or
     limitations;

          (17) any deletions or modifications of or additions to the Events of
     Default set forth in Section 6.01 or covenants of the Company or any
     Subsidiary Guarantor set forth in Article IV pertaining to the Securities
     of the series;

          (18) any restrictions or other provisions with respect to the transfer
     or exchange of Securities of the series, which may amend, supplement,
     modify or supersede those contained in this Article II;

          (19) if the Securities of the series are to be convertible into or
     exchangeable for capital stock, other debt securities (including
     Securities), warrants, other equity securities or any other securities or
     property of the Company, any Subsidiary Guarantor or any other Person, at
     the option of the Company or the Holder or upon the occurrence of any
     condition or event, the terms and conditions for such conversion or
     exchange;

          (20) whether the Securities of the series are to be entitled to the
     benefit of Section 4.03(b) (and accordingly constitute Rule 144A
     Securities);

          (21) any modifications to the definitions of "Designated Senior Debt"
     and "Senior Debt," to Article X or to the other provisions regarding
     subordination with respect to the Securities of the series; and

          (22) any other terms of the series (which terms shall not be
     prohibited by the provisions of this Indenture).

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 2.03) set
forth, or determined in the manner provided,

                                       11

<PAGE>

in the Officers' Certificate or Company Order referred to above or in any such
indenture supplemental hereto.

          If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action,
together with such Board Resolution, shall be set forth in an Officers'
Certificate or certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate or Company Order setting forth the terms of the series.

          The Securities shall be subordinated in right of payment to Senior
Debt as provided in Article X and/or as specified as contemplated pursuant to
this Section 2.01.

SECTION 2.02 Denominations.

          The Securities of each series shall be issuable in such denominations
as shall be specified as contemplated by Section 2.01. In the absence of any
such provisions with respect to the Securities of any series, the Securities of
such series denominated in Dollars shall be issuable in denominations of $1,000
and any integral multiples thereof.

SECTION 2.03 Forms Generally.

          The Securities of each series shall be in fully registered form and in
substantially such form or forms (including temporary or permanent global form)
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto. The Securities may have notations, legends or endorsements
required by law, securities exchange rule, the Company's certificate of
incorporation, bylaws or other similar governing documents, agreements to which
the Company is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Company). A copy of the
Board Resolution establishing the form or forms of Securities of any series
shall be delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 2.04 for the authentication and delivery of such
Securities.

          The definitive Securities of each series shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the Officers executing such Securities, as
evidenced by their execution thereof.

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

                                       12

<PAGE>

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

                                          [                  ], as Trustee
                                           ------------------


                                          By:
                                              ----------------------------------
                                              Authorized Officer".

SECTION 2.04 Execution, Authentication, Delivery and Dating.

          Two Officers of the Company shall sign the Securities on behalf of the
Company and, with respect to the Guarantee of the Securities, an Officer of each
Subsidiary Guarantor shall sign the Securities on behalf of such Subsidiary
Guarantor, in each case by manual or facsimile signature.

          If an Officer of the Company or a Subsidiary Guarantor whose signature
is on a Security no longer holds that office at the time the Security is
authenticated, the Security shall be valid nevertheless.

          A Security shall not be entitled to any benefit under this Indenture
or the related Guarantees or be valid or obligatory for any purpose until
authenticated by the manual signature of an authorized signatory of the Trustee,
which signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. Notwithstanding the foregoing, if any
Security has been authenticated and delivered hereunder but never issued and
sold by the Company, and the Company delivers such Security to the Trustee for
cancellation as provided in Section 2.13, together with a written statement
(which need not comply with Section 12.05 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold by
the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture or the related Guarantees.

          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 and each Subsidiary Guarantor to the Trustee for authentication, and the
Trustee shall authenticate and deliver such Securities for original issue upon a
Company Order for the authentication and delivery of such Securities or pursuant
to such procedures acceptable to the Trustee as may be specified from time to
time by Company Order. Such order shall specify the amount of the Securities to
be authenticated, the date on which the original issue of Securities is to be
authenticated, the name or names of the initial Holder or Holders and any other
terms of the Securities of such series not otherwise determined. If provided for
in such procedures, such Company Order may authorize (1) authentication and
delivery of Securities of such series for original issue from time to time, with
certain terms (including, without limitation, the Maturity dates or dates,
original issue date or dates and interest rate or rates) that differ from
Security to Security and (2) may authorize authentication and delivery pursuant
to oral or electronic instructions from the Company or its duly authorized
agent, which instructions shall be promptly confirmed in writing.

                                       13

<PAGE>

          If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Section 2.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in addition to the Company Order referred
to above and the other documents required by Section 12.04), and (subject to
Section 7.01) shall be fully protected in relying upon:

          (a) an Officers' Certificate of the Company setting forth the Board
     Resolution and, if applicable, an appropriate record of any action taken
     pursuant thereto, as contemplated by the last paragraph of Section 2.01;
     and

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

               (i) the form of such Securities has been established in
          conformity with the provisions of this Indenture;

               (ii) the terms of such Securities have been established in
          conformity with the provisions of this Indenture; and

               (iii) that such Securities and the related Guarantee, when
          authenticated and delivered by the Trustee and issued by the Company
          in the manner and subject to any conditions specified in such Opinion
          of Counsel, will constitute valid and binding obligations of the
          Company and the Subsidiary Guarantors, respectively, enforceable
          against the Company and the Subsidiary Guarantors, respectively, in
          accordance with their respective terms, except as the enforceability
          thereof may be limited by applicable bankruptcy, insolvency,
          reorganization, moratorium, fraudulent conveyance or transfer or other
          similar laws in effect from time to time affecting the rights of
          creditors generally, and the application of general principles of
          equity (regardless of whether such enforceability is considered in a
          proceeding in equity or at law).

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

          The Trustee shall not be required to authenticate such Securities if
the issuance of such Securities pursuant to this Indenture would affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner not reasonably acceptable to the Trustee.

          The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company, any Subsidiary Guarantor or an
Affiliate of the Company or any Subsidiary Guarantor.

                                       14

<PAGE>

          Each Security shall be dated the date of its authentication.

SECTION 2.05 Registrar and Paying Agent.

          The Company shall maintain an office or agency for each series of
Securities where Securities of such series may be presented for registration of
transfer or exchange ("Registrar") and an office or agency where Securities of
such series may be presented for payment ("Paying Agent"). The Registrar shall
keep a register of the Securities of such series and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent.

          The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. The Company may change any Paying Agent or Registrar
without notice to any Holder. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company, any Subsidiary Guarantor or any other Subsidiary may act as Paying
Agent or Registrar.

          The Company initially appoints the Trustee as Registrar and Paying
Agent.

SECTION 2.06 Paying Agent to Hold Money in Trust.

          The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, or interest on or any Additional Amounts with
respect to Securities and will notify the Trustee of any default by the Company
in making any such payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee and to account for any funds disbursed.
Upon payment over to the Trustee and upon accounting for any funds disbursed,
the Paying Agent (if other than the Company, a Subsidiary Guarantor or another
Subsidiary of the Company) shall have no further liability for the money. If the
Company, a Subsidiary Guarantor or another Subsidiary of the Company acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Each Paying Agent
shall otherwise comply with TIA (S) 317(b).

SECTION 2.07 Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with TIA (S) 312(a). If the Trustee is not
the Registrar with respect to a series of Securities, the Company shall furnish
to the Trustee at least five Business Days before each Interest Payment Date
with respect to such series of Securities, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the

                                       15

<PAGE>

names and addresses of Holders of such series, and the Company shall otherwise
comply with TIA (S) 312(a).

SECTION 2.08 Transfer and Exchange.

          Except as set forth in Section 2.17 or as may be provided pursuant to
Section 2.01:

          When Securities of any series are presented to the Registrar with the
request to register the transfer of such Securities or to exchange such
Securities for an equal principal amount of Securities of the same series of
like tenor and of other authorized denominations, the Registrar shall register
the transfer or make the exchange as requested if its requirements and the
requirements of this Indenture for such transactions are met; provided, however,
that the Securities presented or surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instruction of
transfer in form reasonably satisfactory to the Registrar duly executed by the
Holder thereof or by his attorney, duly authorized in writing, on which
instruction the Registrar can rely.

          To permit registrations of transfers and exchanges, the Company and
the Subsidiary Guarantors shall execute and the Trustee shall authenticate
Securities at the Registrar's written request and submission of the Securities
or Global Securities. No service charge shall be made to a Holder for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than such transfer tax or similar governmental charge payable upon
exchanges pursuant to Section 2.12, 3.07 or 9.05). The Trustee shall
authenticate Securities in accordance with the provisions of Section 2.04.
Notwithstanding any other provisions of this Indenture to the contrary, the
Company shall not be required to register the transfer or exchange of (a) any
Security selected for redemption in whole or in part pursuant to Article III,
except the unredeemed portion of any Security being redeemed in part, or (b) any
Security during the period beginning 15 Business Days prior to the mailing of
notice of any offer to repurchase Securities of the series required pursuant to
the terms thereof or of redemption of Securities of a series to be redeemed and
ending at the close of business on the day of mailing.

SECTION 2.09 Replacement Securities.

          If any mutilated Security is surrendered to the Trustee, or if the
Holder of a Security claims that the Security has been destroyed, lost or stolen
and the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of such Security, the Company shall issue, the
Subsidiary Guarantors shall execute and the Trustee shall authenticate a
replacement Security of the same series if the Trustee's requirements are met.
If any such mutilated, destroyed, lost or stolen Security has become or is about
to become due and payable, the Company in its discretion may, instead of issuing
a new Security, pay such Security. If required by the Trustee, any Subsidiary
Guarantor or the Company, such Holder must furnish an indemnity bond that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, each Subsidiary Guarantor, the Trustee, any Agent or any authenticating
agent from

                                       16

<PAGE>

any loss that any of them may suffer if a Security is replaced. The Company and
the Trustee may charge a Holder for their expenses in replacing a Security.

          Every replacement Security is an additional obligation of the Company.

SECTION 2.10 Outstanding Securities.

          The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Security
effected by the Trustee hereunder and those described in this Section 2.10 as
not outstanding.

          If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.

          If the principal amount of any Security is considered paid under
Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

          A Security does not cease to be outstanding because the Company, a
Subsidiary Guarantor or an Affiliate of the Company or a Subsidiary Guarantor
holds the Security.

SECTION 2.11 Original Issue Discount, Foreign-Currency Denominated and Treasury
             Securities.

          In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, amendment, supplement, waiver or
consent, (a) the principal amount of an Original Issue Discount Security shall
be the principal amount thereof that would be due and payable as of the date of
such determination upon acceleration of the Maturity thereof pursuant to Section
6.02, (b) the principal amount of a Security denominated in a foreign currency
shall be the Dollar equivalent, as determined by the Company by reference to the
noon buying rate in The City of New York for cable transfers for such currency,
as such rate is certified for customs purposes by the Federal Reserve Bank of
New York (the "Exchange Rate") on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent, as determined by the Company by reference to
the Exchange Rate on the date of original issuance of such Security, of the
amount determined as provided in (a) above), of such Security and (c) Securities
owned by the Company, a Subsidiary Guarantor or any other obligor upon the
Securities or any Affiliate of the Company, of a Subsidiary Guarantor or of such
other obligor shall be disregarded, except that, for the purpose of determining
whether the Trustee shall be protected in relying upon any such direction,
amendment, supplement, waiver or consent, only Securities that a Responsible
Officer of the Trustee actually knows are so owned shall be so disregarded.

SECTION 2.12 Temporary Securities.

          Until definitive Securities of any series are ready for delivery, the
Company may prepare, the Subsidiary Guarantors shall execute and the Trustee
shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities, but

                                       17

<PAGE>

may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare, the
Subsidiary Guarantors shall execute and the Trustee shall authenticate
definitive Securities in exchange for temporary Securities. Until so exchanged,
the temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

SECTION 2.13 Cancellation.

          The Company or any Subsidiary Guarantor at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange, payment or redemption or for credit against any sinking
fund payment. The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange, payment, redemption, replacement or
cancellation or for credit against any sinking fund. Unless the Company shall
direct in writing that canceled Securities be returned to it, after written
notice to the Company all canceled Securities held by the Trustee shall be
disposed of in accordance with the usual disposal procedures of the Trustee, and
the Trustee shall maintain a record of their disposal. The Company may not issue
new Securities to replace Securities that have been paid or that have been
delivered to the Trustee for cancellation.

SECTION 2.14 Payments; Defaulted Interest.

          Unless otherwise provided as contemplated by Section 2.01, interest
(except defaulted interest) on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Persons who are registered Holders of that Security at the close of business on
the record date next preceding such Interest Payment Date, even if such
Securities are canceled after such record date and on or before such Interest
Payment Date. The Holder must surrender a Security to a Paying Agent to collect
principal payments. Unless otherwise provided with respect to the Securities of
any series, the Company will pay the principal of, premium (if any) and interest
on and any Additional Amounts with respect to the Securities in Dollars. Such
amounts shall be payable at the offices of the Trustee or any Paying Agent,
provided that at the option of the Company, the Company may pay such amounts (1)
by wire transfer with respect to Global Securities or (2) by check payable in
such money mailed to a Holder's registered address with respect to any
Securities.

          If the Company defaults in a payment of interest on the Securities of
any series, the Company shall pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest on the defaulted interest, in each case at
the rate provided in the Securities of such series and in Section 4.01. The
Company may pay the defaulted interest to the Persons who are Holders on a
subsequent special record date. At least 15 days before any special record date
selected by the Company, the Company (or the Trustee, in the name of and at the
expense of the Company upon 20 days' prior written notice from the Company
setting forth such special record date and the interest amount to be paid) shall
mail to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

                                       18

<PAGE>

SECTION 2.15 Persons Deemed Owners.

          The Company, the Subsidiary Guarantors, the Trustee, any Agent and any
authenticating agent may treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payments
of principal of, premium (if any) or interest on or any Additional Amounts with
respect to such Security and for all other purposes. None of the Company, any
Subsidiary Guarantor, the Trustee, any Agent or any authenticating agent shall
be affected by any notice to the contrary.

SECTION 2.16 Computation of Interest.

          Except as otherwise specified as contemplated by Section 2.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year comprising twelve 30-day months.

SECTION 2.17 Global Securities; Book-Entry Provisions.

          If Securities of a series are issuable in global form as a Global
Security, as contemplated by Section 2.01, then, notwithstanding clause (11) of
Section 2.01 and the provisions of Section 2.02, any such Global Security shall
represent such of the outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges, transfers or
redemptions. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of outstanding Securities represented
thereby shall be made by the Trustee (i) in such manner and upon instructions
given by such Person or Persons as shall be specified in such Security or in a
Company Order to be delivered to the Trustee pursuant to Section 2.04 or (ii)
otherwise in accordance with written instructions or such other written form of
instructions as is customary for the Depositary for such Security, from such
Depositary or its nominee on behalf of any Person having a beneficial interest
in such Global Security. Subject to the provisions of Section 2.04 and, if
applicable, Section 2.12, the Trustee shall deliver and redeliver any Security
in permanent global form in the manner and upon instructions given by the Person
or Persons specified in such Security or in the applicable Company Order. With
respect to the Securities of any series that are represented by a Global
Security, the Company and the Subsidiary Guarantors authorize the execution and
delivery by the Trustee of a letter of representations or other similar
agreement or instrument in the form customarily provided for by the Depositary
appointed with respect to such Global Security. Any Global Security may be
deposited with the Depositary or its nominee, or may remain in the custody of
the Trustee or the Security Custodian therefor pursuant to a FAST Balance
Certificate Agreement or similar agreement between the Trustee and the
Depositary. If a Company Order has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 12.05 and need not be accompanied by an Opinion of Counsel.

          Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the

                                       19

<PAGE>

Depositary, or the Trustee or the Security Custodian as its custodian, or under
such Global Security, and the Depositary may be treated by the Company, any
Subsidiary Guarantor, the Trustee or the Security Custodian and any agent of the
Company, any Subsidiary Guarantor, the Trustee or the Security Custodian as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, (i) the registered holder of a Global Security of
a series may grant proxies and otherwise authorize any Person, including Agent
Members and Persons that may hold interests through Agent Members, to take any
action that a Holder of Securities of such series is entitled to take under this
Indenture or the Securities of such series and (ii) nothing herein shall prevent
the Company, any Subsidiary Guarantor, the Trustee or the Security Custodian, or
any agent of the Company, any Subsidiary Guarantor, the Trustee or the Security
Custodian, from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or shall impair, as between the
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a beneficial owner of any Security.

          Notwithstanding Section 2.08, and except as otherwise provided
pursuant to Section 2.01, transfers of a Global Security shall be limited to
transfers of such Global Security in whole, but not in part, to the Depositary,
its successors or their respective nominees. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and procedures
of the Depositary. Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in a Global Security if, and only if,
either (1) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for the Global Security and a successor Depositary is not
appointed by the Company within 90 days of such notice, (2) an Event of Default
has occurred with respect to such series and is continuing and the Registrar has
received a request from the Depositary to issue Securities in lieu of all or a
portion of the Global Security (in which case the Company shall deliver
Securities within 30 days of such request) or (3) the Company in its sole
discretion determines not to have the Securities represented by a Global
Security.

          In connection with any transfer of a portion of the beneficial
interests in a Global Security to beneficial owners pursuant to this Section
2.17, the Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Global Security in an amount equal to
the principal amount of the beneficial interests in the Global Security to be
transferred, and the Company and the Subsidiary Guarantors shall execute, and
the Trustee upon receipt of a Company Order for the authentication and delivery
of Securities shall authenticate and deliver, one or more Securities of the same
series of like tenor and amount.

          In connection with the transfer of all of the beneficial interests in
a Global Security to beneficial owners pursuant to this Section 2.17, the Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and
the Company and the Subsidiary Guarantors shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depositary
in exchange for its beneficial interests in the Global Security, an equal
aggregate principal amount of Securities of authorized denominations.

          None of the Company, any Subsidiary Guarantor or the Trustee will have
any responsibility or liability for any aspect of the records relating to, or
payments made on account of, Securities by the Depositary, or for maintaining,
supervising or reviewing any records of the Depositary relating to such
Securities. None of the Company, any Subsidiary Guarantor or the

                                       20

<PAGE>

Trustee shall be liable for any delay by the related Global Security Holder or
the Depositary in identifying the beneficial owners, and each such Person may
conclusively rely on, and shall be protected in relying on, instructions from
such Global Security Holder or the Depositary for all purposes (including with
respect to the registration and delivery, and the respective principal amounts,
of the Securities to be issued).

          The provisions of the last sentence of the third paragraph of Section
2.04 shall apply to any Global Security if such Global Security was never issued
and sold by the Company and the Company or a Subsidiary Guarantor delivers to
the Trustee the Global Security together with written instructions (which need
not comply with Section 12.05 and need not be accompanied by an Opinion of
Counsel) with regard to the cancellation or reduction in the principal amount of
Securities represented thereby, together with the written statement contemplated
by the last sentence of the third paragraph of Section 2.04.

          Notwithstanding the provisions of Sections 2.03 and 2.14, unless
otherwise specified as contemplated by Section 2.01, payment of principal of,
premium (if any) and interest on and any Additional Amounts with respect to any
Global Security shall be made to the Depositary.

          The Company in issuing Securities of any series may use CUSIP numbers
(if then generally in use), and, if so, the Trustee shall use CUSIP numbers in
notices of redemption as a convenience to Holders of Securities of such series;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities of such series
or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities of such
series, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the CUSIP numbers.

          Notwithstanding anything herein to the contrary, delivery or surrender
of a Security shall not be required in the case of Global Securities in order to
obtain the rights or benefits provided hereunder upon the delivery or surrender
of a Security.

                                   ARTICLE III
                                   REDEMPTION

SECTION 3.01 Applicability of Article.

          Securities of any series that are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.01 for Securities of any
series) in accordance with this Article III.

SECTION 3.02 Notice to the Trustee.

          If the Company elects to redeem Securities of any series pursuant to
this Indenture, it shall notify the Trustee of the Redemption Date and the
principal amount of Securities of such series to be redeemed. The Company shall
so notify the Trustee at least 45 days before the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee) by delivering to the
Trustee an Officers' Certificate stating that such redemption will comply with

                                       21

<PAGE>

the provisions of this Indenture and of the Securities of such series. Any such
notice may be canceled at any time prior to the mailing of such notice of such
redemption to any Holder and shall thereupon be void and of no effect.

SECTION 3.03 Selection of Securities To Be Redeemed.

          If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the outstanding
Securities of such series (and tenor) not previously called for redemption,
either pro rata, by lot or by such other method as the Trustee shall deem
appropriate in accordance with industry standards at the time of such redemption
and that may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series or of the principal amount of Global Securities of such series;
provided that, if at the time of redemption such Securities are registered as a
Global Security, the Depositary shall determine, in accordance with its
procedures, the principal amount of such Securities held by each beneficial
owner of Securities to be redeemed.

          The Trustee shall promptly notify the Company and the Registrar in
writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.

          For purposes of this Indenture, unless the context otherwise requires,
all provisions relating to redemption of Securities shall relate, in the case of
any of the Securities redeemed or to be redeemed only in part, to the portion of
the principal amount thereof which has been or is to be redeemed.

SECTION 3.04 Notice of Redemption.

          Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 days (or not less than 15 days in the case of
convertible Securities) nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at the address of such Holder
appearing in the register of Securities maintained by the Registrar.

          All notices of redemption shall identify the Securities to be redeemed
and shall state:

          (1) the Redemption Date;

          (2) the Redemption Price (or the method of calculating or determining
     the Redemption Price);

          (3) that, unless the Company and the Subsidiary Guarantors default in
     making the redemption payment, interest on Securities called for redemption
     ceases to accrue on and after the Redemption Date, and the only remaining
     right of the Holders of such

                                       22

<PAGE>

     Securities is to receive payment of the Redemption Price upon surrender to
     the Paying Agent of the Securities redeemed;

          (4) if any Security is to be redeemed in part, the portion of the
     principal amount thereof to be redeemed and that on and after the
     Redemption Date, upon surrender for cancellation of such Security to the
     Paying Agent, a new Security or Securities in the aggregate principal
     amount equal to the unredeemed portion thereof will be issued without
     charge to the Holder;

          (5) that Securities called for redemption must be surrendered to the
     Paying Agent to collect the Redemption Price and the name and address of
     the Paying Agent;

          (6) that the redemption is for a sinking or analogous fund, if such is
     the case;

          (7) if such Securities are convertible into or exchangeable for
     capital stock, other debt securities (including Securities), warrants,
     other equity securities or any other securities or property of the Company,
     any Subsidiary Guarantor or any other Person, the name and address of the
     conversion or exchange agent, the date on which the right to convert or
     exchange is terminated and the conversion or exchange rate; and

          (8) the CUSIP number, if any, relating to such Securities.

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

SECTION 3.05 Effect of Notice of Redemption.

          Once notice of redemption is mailed, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price. Upon
surrender to the Paying Agent, such Securities called for redemption shall be
paid at the Redemption Price, but interest installments whose maturity is on or
prior to such Redemption Date will be payable on the relevant Interest Payment
Dates to the Holders of record at the close of business on the relevant record
dates specified pursuant to Section 2.01.

SECTION 3.06 Deposit of Redemption Price.

          By 11:00 a.m., New York City time, on any Redemption Date, the Company
or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent
(or, if the Company or such Subsidiary Guarantor is acting as the Paying Agent,
segregate and hold in trust as provided in Section 2.06) an amount of money in
same day funds sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on and any
Additional Amounts with respect to, the Securities or portions thereof which are
to be redeemed on that date, other than Securities or portions thereof called
for redemption on that date which have been delivered by the Company or a
Subsidiary Guarantor to the Trustee for cancellation.

                                       23

<PAGE>

          If the Company or a Subsidiary Guarantor complies with the preceding
paragraph, then, unless the Company and the Subsidiary Guarantors default in the
payment of such Redemption Price, interest on the Securities to be redeemed will
cease to accrue on and after the applicable Redemption Date, whether or not such
Securities are presented for payment, and the Holders of such Securities shall
have no further rights with respect to such Securities except for the right to
receive the Redemption Price upon surrender of such Securities. If any Security
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal, premium, if any, any Additional Amounts, and, to the
extent lawful, accrued interest thereon shall, until paid, bear interest from
the Redemption Date at the rate specified pursuant to Section 2.01 or provided
in the Securities or, in the case of Original Issue Discount Securities, such
Securities' yield to maturity.

SECTION 3.07 Securities Redeemed in Part.

          Upon surrender to the Paying Agent of a Security to be redeemed in
part, the Company and the Subsidiary Guarantors shall execute and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge a new Security or Securities, of the same series and of any authorized
denomination as requested by such Holder in aggregate principal amount equal to,
and in exchange for, the unredeemed portion of the principal of the Security so
surrendered that is not redeemed.

SECTION 3.08 Purchase of Securities.

          Unless otherwise specified as contemplated by Section 2.01, the
Company, any Subsidiary Guarantor and any Affiliate of the Company or any
Subsidiary Guarantor may at any time purchase or otherwise acquire Securities in
the open market or by private agreement. Any such acquisition shall not operate
as or be deemed for any purpose to be a redemption of the indebtedness
represented by such Securities. Any Securities purchased or acquired by the
Company or a Subsidiary Guarantor may be delivered to the Trustee and, upon such
delivery, the indebtedness represented thereby shall be deemed to be satisfied.
Section 2.13 shall apply to all Securities so delivered.

SECTION 3.09 Mandatory and Optional Sinking Funds.

          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." Unless otherwise provided by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 3.10. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series and by this Article III.

SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities.

          The Company or a Subsidiary Guarantor may deliver outstanding
Securities of a series (other than any previously called for redemption) and may
apply as a credit Securities of a series that have been redeemed either at the
election of the Company pursuant to the terms of

                                       24

<PAGE>

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

SECTION 3.11 Redemption of Securities for Sinking Fund.

          Not less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate of
the Company specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivery of or by crediting Securities of that
series pursuant to Section 3.10 and will also deliver or cause to be delivered
to the Trustee any Securities to be so delivered. Failure of the Company to
timely deliver or cause to be delivered such Officers' Certificate and
Securities specified in this paragraph, if any, shall not constitute a default
but shall constitute the election of the Company (i) that the mandatory sinking
fund payment for such series due on the next succeeding sinking fund payment
date shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (ii) that the Company will make
no optional sinking fund payment with respect to such series as provided in this
Section.

          If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $100,000 (or the Dollar equivalent thereof based on the applicable
Exchange Rate on the date of original issue of the applicable Securities) or a
lesser sum if the Company shall so request with respect to the Securities of any
particular series, such cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such series at the sinking
fund redemption price together with accrued interest to the date fixed for
redemption. If such amount shall be $100,000 (or the Dollar equivalent thereof
as aforesaid) or less and the Company makes no such request then it shall be
carried over until a sum in excess of $100,000 (or the Dollar equivalent thereof
as aforesaid) is available. Not less than 30 days before each such sinking fund
payment date, the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 3.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 3.04. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 3.05, 3.06 and 3.07.

                                       25

<PAGE>

                                   ARTICLE IV
                                    COVENANTS

SECTION 4.01 Payment of Securities.

          The Company shall pay the principal of, premium (if any) and interest
on and any Additional Amounts with respect to the Securities of each series on
the dates and in the manner provided in the Securities of such series and in
this Indenture. Principal, premium, interest and any Additional Amounts shall be
considered paid on the date due if the Paying Agent (other than the Company, a
Subsidiary Guarantor or a Subsidiary) holds by 11:00 a.m., New York City time,
on that date money deposited by the Company or a Subsidiary Guarantor designated
for and sufficient to pay all principal, premium, interest and any Additional
Amounts then due.

          The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal and premium (if
any), at a rate equal to the then applicable interest rate on the Securities to
the extent lawful; and it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest
and any Additional Amount (without regard to any applicable grace period) at the
same rate to the extent lawful.

SECTION 4.02 Maintenance of Office or Agency.

          The Company will maintain in each Place of Payment for any series of
Securities an office or agency (which may be an office of the Trustee, the
Registrar or the Paying Agent) where Securities of that series may be presented
for registration of transfer or exchange, where Securities of that series may be
presented for payment and where notices and demands to or upon the Company or a
Subsidiary Guarantor in respect of the Securities of that series and this
Indenture may be served. Unless otherwise designated by the Company by written
notice to the Trustee and the Subsidiary Guarantors, such office or agency shall
be the office of the Trustee in The City of New York, which on the date hereof
is located at                         , New York, New York           . The
              ------------------------                     ----------
Company will give prompt written notice to the Trustee and the Subsidiary
Guarantors of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee and the Subsidiary
Guarantors with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

          The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

                                       26

<PAGE>

SECTION 4.03 SEC Reports; Financial Statements.

          (a) If the Company is subject to Section 13 or 15(d) of the Exchange
Act, the Company shall file with the Trustee, within 15 days after it files the
same with the SEC, copies of the annual reports and the information, documents
and other reports (or copies of such portions of any of the foregoing as the SEC
may by rules and regulations prescribe) that the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If this
Indenture is qualified under the TIA, but not otherwise, the Company shall also
comply with the provisions of TIA (S) 314(a).

          (b) If the Company is not subject to the requirements of Section 13 or
15(d) of the Exchange Act, the Company shall furnish to all Holders of Rule 144A
Securities and prospective purchasers of Rule 144A Securities designated by the
Holders of Rule 144A Securities, promptly upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) promulgated under the
Securities Act of 1933, as amended.

          (c) The Company intends to file the reports, information and documents
referred to in Section 4.03(a) hereof with the SEC in electronic form pursuant
to Regulation S-T promulgated by the SEC using the SEC's Electronic Data
Gathering, Analysis and Retrieval ("EDGAR") system. The Company shall notify the
Trustee in the manner prescribed herein of each such filing. The Trustee is
hereby authorized and directed to access the EDGAR system for purposes of
retrieving the reports so filed. Compliance with the foregoing shall constitute
delivery by the Company of such reports to the Trustee in compliance with the
provisions of TIA (S) 314(a). The Trustee shall have no duty to search for or
obtain any electronic or other filings that the Company makes with the SEC,
regardless of whether such filings are periodic, supplemental or otherwise.
Delivery of the reports, information and documents to the Trustee pursuant to
this Section 4.03 shall be solely for the purposes of compliance with this
Section 4.03 and with TIA (S) 314(a). The Trustee's receipt of such reports,
information and documents shall not constitute notice to it of the content
thereof or of any matter determinable from the content thereof, including the
Company's and any Subsidiary Guarantor's compliance with any of their covenants
hereunder, as to which the Trustee is entitled to rely upon Officers'
Certificates.

SECTION 4.04 Compliance Certificate.

          (a) Each of the Company and the Subsidiary Guarantors shall deliver to
the Trustee, within 120 days after the end of each fiscal year of the Company
and the Subsidiary Guarantors, a statement signed by the principal executive
officer, principal financial officer or principal accounting officer of the
Company or such Subsidiary Guarantor, as the case may be, which need not
constitute an Officers' Certificate, complying with TIA (S) 314(a)(4) and
stating that in the course of performance by the signing Officer of his duties
as such Officer of the Company or such Subsidiary Guarantor, as the case may be,
he would normally obtain knowledge of the keeping, observing, performing and
fulfilling by the Company or such Subsidiary Guarantor, as the case may be, of
its obligations under this Indenture, and further stating that to the best of
his knowledge the Company or such Subsidiary Guarantor, as the case may be, has
kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions hereof (or, if a Default or Event of
Default shall have occurred, describing all

                                       27

<PAGE>

such Defaults or Events of Default of which such Officer may have knowledge and
what action the Company or such Subsidiary Guarantor, as the case may be, is
taking or proposes to take with respect thereto).

          (b) The Company or any Subsidiary Guarantor shall, so long as
Securities of any series are outstanding, deliver to the Trustee, as soon as
practicable, but in no event more than five Business Days, after any Officer of
the Company or such Subsidiary Guarantor, as the case may be, becoming aware of
any Default or Event of Default under this Indenture, an Officers' Certificate
specifying such Default or Event of Default and what action the Company or such
Subsidiary Guarantor, as the case may be, is taking or proposes to take with
respect thereto.

SECTION 4.05 Corporate Existence.

          Subject to Article V, each of the Company and the Subsidiary
Guarantors shall do or cause to be done all things necessary to preserve and
keep in full force and effect its existence. This Section 4.05 shall not
prohibit or restrict the Company or any Subsidiary Guarantor from converting
into a different form of legal entity.

SECTION 4.06 Waiver of Stay, Extension or Usury Laws.

          Each of the Company and the Subsidiary Guarantors covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law or any usury law or other law that would prohibit or
forgive it from paying all or any portion of the principal of or interest on the
Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that it may lawfully do so) each of the Company
and the Subsidiary Guarantors hereby expressly waives all benefit or advantage
of any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

SECTION 4.07 Additional Amounts.

          If the Securities of a series expressly provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of such
series Additional Amounts as expressly provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of or
any premium or interest on, or in respect of, any Security of any series or the
net proceeds received from the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided for in this Section 4.07 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section 4.07 and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

                                       28

<PAGE>

                                   ARTICLE V
                                   SUCCESSORS

SECTION 5.01 Limitations on Mergers and Consolidations.

          Neither the Company nor any Subsidiary Guarantor shall consolidate
with or merge into any Person, or sell, lease, convey, assign, transfer or
otherwise dispose of, in any transaction or series of transactions, all or
substantially all of its assets to any Person (other than a consolidation or
merger of the Company and one or more Subsidiary Guarantors or two or more
Subsidiary Guarantors, or a sale, lease, conveyance, assignment, transfer or
other disposition of all or substantially all of the assets of the Company to a
Subsidiary Guarantor, a Subsidiary Guarantor to the Company or of a Subsidiary
Guarantor to another Subsidiary Guarantor), unless:

          (1) either (a) the Company or such Subsidiary Guarantor, as the case
     may be, shall be the continuing Person or (b) the Person (if other than the
     Company or such Subsidiary Guarantor) formed by such consolidation or into
     which the Company or such Subsidiary Guarantor is merged, or to which such
     sale, lease, conveyance, assignment, transfer or other disposition shall be
     made (collectively, the "Successor"), is organized and validly existing
     under the laws of the United States of America, any political subdivision
     thereof or any State thereof or the District of Columbia, and expressly
     assumes by supplemental indenture, in the case of the Company, the due and
     punctual payment of the principal of, premium (if any) and interest on and
     any Additional Amounts with respect to all the Securities and the
     performance of the Company's covenants and obligations under this Indenture
     and the Securities, or, in the case of such Subsidiary Guarantor, the
     performance of the Guarantee and such Subsidiary Guarantor's covenants and
     obligations under this Indenture and the Securities;

          (2) immediately after giving effect to such transaction or series of
     transactions, no Default or Event of Default shall have occurred and be
     continuing or would result therefrom; and

          (3) in the case of clause (1)(b) above, the Successor delivers to the
     Trustee an Officers' Certificate and an Opinion of Counsel, each stating
     that the transaction and such supplemental indenture comply with this
     Indenture.

SECTION 5.02 Successor Person Substituted.

          Upon any consolidation or merger of the Company or a Subsidiary
Guarantor, as the case may be, or any sale, lease, conveyance, assignment,
transfer or other disposition of all or substantially all of the assets of the
Company or such Subsidiary Guarantor in accordance with Section 5.01, the
Successor formed by such consolidation or into which the Company or such
Subsidiary Guarantor is merged or to which such sale, lease, conveyance,
assignment, transfer or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of the Company or such
Subsidiary Guarantor, as the case may be, under this Indenture and the
Securities with the same effect as if such Successor had been named as the
Company or such Subsidiary Guarantor, as the case may be, herein, and the
predecessor

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Company or Subsidiary Guarantor, in the case of a sale, conveyance, assignment,
transfer or other disposition, shall be released from all obligations under this
Indenture, the Securities and, in the case of a Subsidiary Guarantor, the
Guarantee.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

          Unless either inapplicable to a particular series or specifically
deleted or modified in or pursuant to the supplemental indenture or Board
Resolution establishing such series of Securities or in the form of Security for
such series, an "Event of Default," wherever used herein with respect to
Securities of any series, occurs if:

                    (1) the Company defaults in the payment of interest on or
          any Additional Amounts with respect to any Security of that series
          when the same becomes due and payable and such default continues for a
          period of 30 days;

                    (2) the Company defaults in the payment of (A) the principal
          of any Security of that series at its Maturity or (B) premium (if any)
          on any Security of that series when the same becomes due and payable;

                    (3) the Company defaults in the deposit of any sinking fund
          payment, when and as due by the terms of a Security of that series,
          and such default continues for a period of 30 days;

                    (4) the Company or any Subsidiary Guarantor fails to comply
          with any of its other covenants or agreements in, or provisions of,
          the Securities of such series or this Indenture (other than an
          agreement, covenant or provision that has expressly been included in
          this Indenture solely for the benefit of one or more series of
          Securities other than that series) which shall not have been remedied
          within the specified period after written notice, as specified in the
          last paragraph of this Section 6.01;

                    (5) the Company, or if that series of Securities is entitled
          to the benefits of a Guarantee by the Subsidiary Guarantors, any of
          such Subsidiary Guarantors, pursuant to or within the meaning of any
          Bankruptcy Law:

                    (A) commences a voluntary case,

                    (B) consents to the entry of an order for relief against it
               in an involuntary case,

                    (C) consents to the appointment of a Bankruptcy Custodian of
               it or for all or substantially all of its property, or

                    (D) makes a general assignment for the benefit of its
               creditors;

                    (6) a court of competent jurisdiction enters an order or
          decree under any Bankruptcy Law that remains unstayed and in effect
          for 90 days and that:

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<PAGE>

                    (A) is for relief against the Company or any Subsidiary
               Guarantor as debtor in an involuntary case,

                    (B) appoints a Bankruptcy Custodian of the Company or any
               Subsidiary Guarantor or a Bankruptcy Custodian for all or
               substantially all of the property of the Company or any
               Subsidiary Guarantor, or

                    (C) orders the liquidation of the Company or any Subsidiary
               Guarantor;

                    (7) that series of Securities is entitled to the benefits of
          a Guarantee by the Subsidiary Guarantors, the Guarantee of any of the
          Subsidiary Guarantors ceases to be in full force and effect with
          respect to Securities of that series (except as otherwise provided in
          this Indenture) or is declared null and void in a judicial proceeding,
          or any such Subsidiary Guarantor denies or disaffirms its obligations
          under this Indenture or such Guarantee; or

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

          The term "Bankruptcy Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

          When a Default or Event of Default is cured, it ceases.

          Notwithstanding the foregoing provisions of this Section 6.01, if the
principal of, premium (if any) or interest on or Additional Amounts with respect
to any Security is payable in a currency or currencies (including a composite
currency) other than Dollars and such currency or currencies are not available
to the Company or a Subsidiary Guarantor for making payment thereof due to the
imposition of exchange controls or other circumstances beyond the control of the
Company or such Subsidiary Guarantor (a "Conversion Event"), each of the Company
and the Subsidiary Guarantors will be entitled to satisfy its obligations to
Holders of the Securities by making such payment in Dollars in an amount equal
to the Dollar equivalent of the amount payable in such other currency, as
determined by the Company or the Subsidiary Guarantor, as the case may be, by
reference to the Exchange Rate on the date of such payment, or, if such rate is
not then available, on the basis of the most recently available Exchange Rate.
Notwithstanding the foregoing provisions of this Section 6.01, any payment made
under such circumstances in Dollars where the required payment is in a currency
other than Dollars will not constitute an Event of Default under this Indenture.

          Promptly after the occurrence of a Conversion Event, the Company or a
Subsidiary Guarantor shall give written notice thereof to the Trustee; and the
Trustee, promptly after receipt of such notice, shall give notice thereof in the
manner provided in Section 12.02 to the Holders. Promptly after the making of
any payment in Dollars as a result of a Conversion Event, the Company or the
Subsidiary Guarantor, as the case may be, shall give notice in the manner
provided in Section 12.02 to the Holders, setting forth the applicable Exchange
Rate and describing the calculation of such payments.

                                       31

<PAGE>

          A Default under clause (4) or (8) of this Section 6.01 is not an Event
of Default until the Trustee notifies the Company and the Subsidiary Guarantors,
or the Holders of at least 25% in principal amount of the then outstanding
Securities of the series affected by such Default (or, in the case of a Default
under clause (4) of this Section 6.01, if outstanding Securities of other series
are affected by such Default, then at least 25% in principal amount of the then
outstanding Securities so affected) notify the Company, the Subsidiary
Guarantors and the Trustee, of the Default, and the Company or the applicable
Subsidiary Guarantor, as the case may be, fails to cure the Default within 60
days after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a "Notice of Default."

SECTION 6.02 Acceleration.

          If an Event of Default with respect to any Securities of any series at
the time outstanding (other than an Event of Default specified in clause (5) or
(6) of Section 6.01) occurs and is continuing, the Trustee by notice to the
Company and the Subsidiary Guarantors, or the Holders of at least 25% in
principal amount of the then outstanding Securities of the series affected by
such Event of Default (or, in the case of an Event of Default described in
clause (4) of Section 6.01, if outstanding Securities of other series are
affected by such Event of Default, then at least 25% in principal amount of the
then outstanding Securities so affected) by notice to the Company, the
Subsidiary Guarantors and the Trustee, may declare the principal of (or, if any
such Securities are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) and all
accrued and unpaid interest on all then outstanding Securities of such series or
of all series, as the case may be, to be due and payable. Upon any such
declaration, the amounts due and payable on the Securities shall be due and
payable immediately. If an Event of Default specified in clause (5) or (6) of
Section 6.01 hereof occurs, such amounts shall ipso facto become and be
immediately due and payable without any declaration, notice or other act on the
part of the Trustee or any Holder. The Holders of a majority in principal amount
of the then outstanding Securities of the series affected by such Event of
Default or all series so affected, as the case may be, by written notice to the
Trustee may rescind an acceleration and its consequences (other than nonpayment
of principal of or premium or interest on or any Additional Amounts with respect
to the Securities) if (i) the rescission would not conflict with any judgment or
decree, (ii) all existing Events of Default with respect to Securities of that
series (or of all series, as the case may be) have been cured or waived, except
nonpayment of principal, premium, interest or any Additional Amounts that has
become due solely because of the acceleration, and (iii) the Trustee has been
paid any amounts due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07.

SECTION 6.03 Other Remedies.

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal of, or premium,
if any, or interest on the Securities or to enforce the performance of any
provision of the Securities or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall

                                       32

<PAGE>

not impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

SECTION 6.04 Waiver of Defaults.

          Subject to Sections 6.07 and 9.02, the Holders of a majority in
principal amount of the then outstanding Securities of any series or of all
series affected thereby (acting as one class) by notice to the Trustee may waive
an existing or past Default or Event of Default with respect to such series or
all series so affected, as the case may be, and its consequences (including
waivers obtained in connection with a tender offer or exchange offer for
Securities of such series or all series so affected or a solicitation of
consents in respect of Securities of such series or all series so affected,
provided that in each case such offer or solicitation is made to all Holders of
then outstanding Securities of such series or all series so affected (but the
terms of such offer or solicitation may vary from series to series)), except (1)
a continuing Default or Event of Default in the payment of the principal of, or
premium, if any, or interest on or any Additional Amounts with respect to any
Security or (2) a continued Default in respect of a provision that under Section
9.02 cannot be amended or supplemented without the consent of each Holder
affected. Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

SECTION 6.05 Control by Majority.

          With respect to Securities of any series, the Holders of a majority in
principal amount of the then outstanding Securities of such series may direct in
writing the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on it
relating to or arising under an Event of Default described in clause (1), (2),
(3) or (7) of Section 6.01, and with respect to all Securities, the Holders of a
majority in principal amount of all the then outstanding Securities affected may
direct in writing the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on it not relating to or arising under such an Event of Default. However, the
Trustee may refuse to follow any direction that conflicts with applicable law or
this Indenture, that the Trustee determines may be unduly prejudicial to the
rights of other Holders, or that may involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion from Holders directing the Trustee against all
losses and expenses caused by taking or not taking such action.

SECTION 6.06 Limitations on Suits.

          Subject to Section 6.07 hereof, a Holder of a Security of any series
may pursue a remedy with respect to this Indenture or the Securities of such
series only if:

          (1) the Holder gives to the Trustee written notice of a continuing
     Event of Default with respect to such series;

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<PAGE>

          (2) the Holders of at least 25% in principal amount of the then
     outstanding Securities of such series make a written request to the Trustee
     to pursue the remedy;

          (3) such Holder or Holders offer to the Trustee indemnity satisfactory
     to the Trustee against any loss, liability or expense;

          (4) the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer of indemnity; and

          (5) during such 60-day period, the Holders of a majority in principal
     amount of the Securities of such series do not give the Trustee a direction
     inconsistent with the request.

          A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.

SECTION 6.07 Rights of Holders to Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Security to receive payment of principal of and premium, if any,
and interest on and any Additional Amounts with respect to the Security, on or
after the respective due dates expressed in the Security, or to bring suit for
the enforcement of any such payment on or after such respective dates, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

SECTION 6.08 Collection Suit by Trustee.

          If an Event of Default specified in clause (1) or (2) of Section 6.01
hereof occurs and is continuing, the Trustee is authorized to recover judgment
in its own name and as trustee of an express trust against the Company or a
Subsidiary Guarantor for the amount of principal, premium (if any), interest and
any Additional Amounts remaining unpaid on the Securities of the series affected
by the Event of Default, and interest on overdue principal and premium, if any,
and, to the extent lawful, interest on overdue interest, and such further amount
as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.

SECTION 6.09 Trustee May File Proofs of Claim.

          The Trustee is authorized to file such proofs of claim and other
papers or documents and to take such actions, including participating as a
member, voting or otherwise, of any committee of creditors, as may be necessary
or advisable to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Company or a Subsidiary Guarantor or their respective creditors
or properties and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims
and any Bankruptcy Custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the

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<PAGE>

Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07. To the extent that the payment of
any such compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07 out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties which the
Holders of the Securities may be entitled to receive in such proceeding whether
in liquidation or under any plan of reorganization or arrangement or otherwise.
Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 6.10 Priorities.

          If the Trustee collects any money pursuant to this Article VI, subject
to Article X, it shall pay out the money in the following order:

          First: to the Trustee for amounts due under Section 7.07;

          Second: to Holders for amounts due and unpaid on the Securities in
     respect of which or for the benefit of which such money has been collected,
     for principal, premium (if any), interest and any Additional Amounts
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on such Securities for principal, premium (if any),
     interest and any Additional Amounts, respectively; and

          Third: to the Company.

          The Trustee, upon prior written notice to the Company, may fix record
dates and payment dates for any payment to Holders pursuant to this Article VI.

          To the fullest extent allowed under applicable law, if for the purpose
of obtaining a judgment against the Company or a Subsidiary Guarantor in any
court it is necessary to convert the sum due in respect of the principal of,
premium (if any) or interest on or Additional Amounts with respect to the
Securities of any series (the "Required Currency") into a currency in which a
judgment will be rendered (the "Judgment Currency"), the rate of exchange used
for purposes of rendering the judgment shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the Business Day in The
City of New York next preceding that on which final judgment is given. None of
the Company, any Subsidiary Guarantor or the Trustee shall be liable for any
shortfall nor shall it benefit from any windfall in payments to Holders of
Securities under this Section 6.10 caused by a change in exchange rates between
the time the amount of a judgment against it is calculated as above and the time
the Trustee converts the Judgment Currency into the Required Currency to make
payments under this Section 6.10 to Holders of Securities, but payment of such
judgment shall discharge all amounts owed by the Company and the Subsidiary
Guarantors on the claim or claims underlying such judgment.

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<PAGE>

SECTION 6.11 Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in
principal amount of the then outstanding Securities of any series.

                                   ARTICLE VII
                                     TRUSTEE

SECTION 7.01 Duties of Trustee.

          (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in such exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person's
own affairs.

          (b) Except during the continuance of an Event of Default with respect
to the Securities of any series:

          (1) the Trustee need perform only those duties that are specifically
     set forth in this Indenture and no others, and no implied covenants or
     obligations shall be read into this Indenture against the Trustee; and

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine such certificates and opinions to determine
     whether, on their face, they appear to conform to the requirements of this
     Indenture.

          (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

          (1) this paragraph does not limit the effect of Section 7.01(b);

          (2) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it is proved that the Trustee
     was negligent in ascertaining the pertinent facts; and

          (3) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05.

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<PAGE>

          (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to the
provisions of this Section 7.01.

          (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee may refuse to perform
any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

          (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company and the
Subsidiary Guarantors. Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law. All money received by the
Trustee shall, until applied as herein provided, be held in trust for the
payment of the principal of, premium (if any) and interest on and Additional
Amounts with respect to the Securities.

SECTION 7.02 Rights of Trustee.

          (a) The Trustee may conclusively rely on any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

          (b) Before the Trustee acts or refrains from acting, it may require
instruction, an Officers' Certificate or an Opinion of Counsel or both to be
provided. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such instruction, Officers' Certificate or
Opinion of Counsel. The Trustee may consult at the Company's expense with
counsel of its selection 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.

          (c) The Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.

          (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers conferred upon it by this Indenture.

          (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company or any Subsidiary
Guarantor shall be sufficient if signed by an Officer of the Company or such
Subsidiary Guarantor, as the case may be.

          (f) The Trustee shall not be charged with knowledge of any Default or
Event of Default with respect to the Securities, unless either (1) a Responsible
Officer shall have actual knowledge of such Default or Event of Default or (2)
written notice of such Default or Event of Default shall have been given to the
Trustee by the Company, any Subsidiary Guarantor or by any Holder of the
Securities, and such notice references the Securities and this Indenture.

          (g) The permissive rights of the Trustee enumerated herein shall not
be construed as duties.

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<PAGE>

SECTION 7.03 May Hold Securities.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company, any
Subsidiary Guarantor or any of their respective Affiliates with the same rights
it would have if it were not Trustee. Any Agent may do the same with like rights
and duties. However, the Trustee is subject to Sections 7.10 and 7.11.

SECTION 7.04 Trustee's Disclaimer.

          The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities or any money paid to the Company or any
Subsidiary Guarantor or upon the Company's or such Subsidiary Guarantor's
direction under any provision hereof, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee and
it shall not be responsible for any statement or recital herein or any statement
in the Securities other than its certificate of authentication.

SECTION 7.05 Notice of Defaults.

          If a Default or Event of Default with respect to the Securities of any
series occurs and is continuing and it is known to the Trustee, the Trustee
shall mail to Holders of Securities of such series a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium (if any) and interest on
and Additional Amounts or any sinking fund installment with respect to the
Securities of such series, the Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Holders of Securities of such
series.

SECTION 7.06 Reports by Trustee to Holders.

          Within 60 days after each June 15 of each year after the execution of
this Indenture, the Trustee shall mail to Holders of a series, the Subsidiary
Guarantors and the Company a brief report dated as of such reporting date that
complies with TIA (S) 313(a); provided, however, that if no event described in
TIA (S) 313(a) has occurred within the twelve months preceding the reporting
date with respect to a series, no report need be transmitted to Holders of such
series. The Trustee also shall comply with TIA (S) 313(b). The Trustee shall
also transmit by mail all reports if and as required by TIA (S)(S) 313(c) and
313(d).

          A copy of each report at the time of its mailing to Holders of a
series of Securities shall be filed by the Company or a Subsidiary Guarantor
with the SEC and each securities exchange, if any, on which the Securities of
such series are listed. The Company shall notify the Trustee if and when any
series of Securities is listed on any securities exchange.

SECTION 7.07 Compensation and Indemnity.

          The Company agrees to pay to the Trustee for its acceptance of this
Indenture and services hereunder such compensation as the Company and the
Trustee shall from time to time

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<PAGE>

agree in writing. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company agrees to reimburse
the Trustee upon request for all reasonable disbursements, advances and expenses
incurred by it. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

          The Company hereby indemnifies the Trustee and any predecessor Trustee
against any and all loss, liability, damage, claim or expense, including taxes
(other than taxes based upon, measured by or determined by the income of the
Trustee), incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, except as set forth in the
next following paragraph. The Trustee shall notify the Company and the
Subsidiary Guarantors promptly of any claim for which it may seek indemnity. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent.

          The Company shall not be obligated to reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through the
Trustee's negligence or bad faith.

          To secure the payment obligations of the Company in this Section 7.07,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal of,
premium (if any) and interest on and any Additional Amounts with respect to
Securities of any series. Such lien and the Company's obligations under this
Section 7.07 shall survive the resignation or removal of the Trustee and the
satisfaction and discharge of this Indenture.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 7.08 Replacement of Trustee.

          A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

          The Trustee may resign and be discharged at any time with respect to
the Securities of one or more series by so notifying the Company and the
Subsidiary Guarantors. The Holders of a majority in principal amount of the then
outstanding Securities of any series may remove the Trustee with respect to the
Securities of such series by so notifying the Trustee, the Company and the
Subsidiary Guarantors. The Company may remove the Trustee if:

          (1) the Trustee fails to comply with Section 7.10;

          (2) the Trustee is adjudged a bankrupt or an insolvent or an order for
     relief is entered with respect to the Trustee under any Bankruptcy Law;

          (3) a Bankruptcy Custodian or public officer takes charge of the
     Trustee or its property; or

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<PAGE>

          (4) the Trustee otherwise becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to the Securities of one or more
series, the Company 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). Within one year after
the successor Trustee with respect to the Securities of any series takes office,
the Holders of a majority in principal amount of the Securities of such series
then outstanding may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.

          If a successor Trustee with respect to the Securities of any series
does not take office within 30 days after the retiring or removed Trustee
resigns or is removed, the retiring or removed Trustee (at the expense of the
Company), the Company, any Subsidiary Guarantor or the Holders of at least 10%
in principal amount of the then outstanding Securities of such series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

          If the Trustee with respect to the Securities of a series fails to
comply with Section 7.10, any Holder of Securities of such series may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee with respect to the Securities of such
series.

          In case of the appointment of a successor Trustee with respect to all
Securities, each such successor Trustee shall deliver a written acceptance of
its appointment to the retiring Trustee, to the Company and to the Subsidiary
Guarantors. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the retiring Trustee under this Indenture. The successor Trustee
shall mail a notice of its succession to Holders. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07.

          In case of the appointment of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the Subsidiary
Guarantors, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more (but not all) series shall execute and deliver an
indenture supplemental hereto in which each successor Trustee shall accept such
appointment and that (1) shall confer to each successor Trustee all the rights,
powers 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
confirm that all the rights, powers 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. Nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust, and each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered

                                       40

<PAGE>

by any other such Trustee. Upon the execution and delivery of such supplemental
indenture, the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee shall
have all the rights, powers 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. On request of the Company or any successor Trustee,
such retiring Trustee shall transfer to such successor Trustee all property held
by such retiring Trustee as Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates. Such
retiring Trustee shall, however, have the right to deduct its unpaid fees and
expenses, including attorneys' fees.

          Notwithstanding replacement of the Trustee or Trustees pursuant to
this Section 7.08, the obligations of the Company under Section 7.07 shall
continue for the benefit of the retiring Trustee or Trustees.

SECTION 7.09 Successor Trustee by Merger, etc.

          Subject to Section 7.10, if the Trustee consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee; provided, however, that in the case of a
transfer of all or substantially all of its corporate trust business to another
corporation, the transferee corporation expressly assumes all of the Trustee's
liabilities hereunder.

          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; and in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Securities or
in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10 Eligibility; Disqualification.

          There shall at all times be a Trustee hereunder which shall be a
corporation or banking association organized and doing business under the laws
of the United States, any State thereof or the District of Columbia and
authorized under such laws to exercise corporate trust power, shall be subject
to supervision or examination by Federal or State (or the District of Columbia)
authority and shall have, or be a subsidiary of a bank or bank holding company
having, a combined capital and surplus of at least $50 million as set forth in
its most recent published annual report of condition.

          The Indenture shall always have a Trustee who satisfies the
requirements of TIA (S)(S) 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is
subject to and shall comply with the provisions of TIA (S) 310(b) during the
period of time required by this Indenture. Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA (S) 310(b).

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<PAGE>

SECTION 7.11 Preferential Collection of Claims Against the Company or a
             Subsidiary Guarantor.

          The Trustee is subject to and shall comply with the provisions of
TIA (S) 311(a), excluding any creditor relationship listed in TIA (S) 311(b). A
Trustee who has resigned or been removed shall be subject to TIA (S) 311(a) to
the extent indicated therein.

                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE

SECTION 8.01 Termination of the Company's and the Subsidiary Guarantors'
             Obligations.

          (a) This Indenture shall cease to be of further effect with respect to
the Securities of a series (except that the Company's obligations under Section
7.07, the Trustee's and Paying Agent's obligations under Section 8.03 and the
rights, powers, protections and privileges accorded the Trustee under Article
VII shall survive), and the Trustee, on demand of the Company, shall execute
proper instruments acknowledging the satisfaction and discharge of this
Indenture with respect to the Securities of such series, when:

          (1) either:

               (A) all outstanding Securities of such series theretofore
          authenticated and issued (other than destroyed, lost or stolen
          Securities that have been replaced or paid) have been delivered to the
          Trustee for cancellation; or

               (B) all outstanding Securities of such series not theretofore
          delivered to the Trustee for cancellation:

                    (i)  have become due and payable, or

                    (ii) will become due and payable at their Stated Maturity
                         within one year, or

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

          and, in the case of clause (i), (ii) or (iii) above, the Company or a
          Subsidiary Guarantor has irrevocably deposited or caused to be
          deposited with the Trustee as funds (immediately available to the
          Holders in the case of clause (i)) in trust for such purpose (x) money
          in the currency in which payment of the Securities of such series is
          to be made in an amount, or (y) Government Obligations with respect to
          such series, maturing as to principal and interest at such times and
          in such amounts as will ensure the availability of money in the
          currency in which payment of the Securities of such series is to be
          made in an amount or (z) a combination thereof, which will be
          sufficient, in the opinion (in the case of

                                       42

<PAGE>

          clauses (y) and (z)) of a nationally recognized firm of independent
          public accountants expressed in a written certification thereof
          delivered to the Trustee, to pay and discharge the entire indebtedness
          on the Securities of such series for principal and interest to the
          date of such deposit (in the case of Securities which have become due
          and payable) or for principal, premium, if any, and interest to the
          Stated Maturity or Redemption Date, as the case may be; or

               (C) the Company and the Subsidiary Guarantors have properly
          fulfilled such other means of satisfaction and discharge as is
          specified, as contemplated by Section 2.01, to be applicable to the
          Securities of such series;

          (2) the Company or a Subsidiary Guarantor has paid or caused to be
     paid all other sums payable by them hereunder with respect to the
     Securities of such series; and

          (3) the Company has delivered to the Trustee an Officers' Certificate
     stating that all conditions precedent to satisfaction and discharge of this
     Indenture with respect to the Securities of such series have been complied
     with, together with an Opinion of Counsel to the same effect.

          (b) Unless this Section 8.01(b) is specified as not being applicable
to Securities of a series as contemplated by Section 2.01, the Company may, at
its option, terminate certain of its and the Subsidiary Guarantors' respective
obligations under this Indenture ("covenant defeasance") with respect to the
Securities of a series if:

          (1) the Company or a Subsidiary Guarantor has irrevocably deposited or
     caused to be irrevocably deposited with the Trustee as trust funds in trust
     for the purpose of making the following payments, specifically pledged as
     security for and dedicated solely to the benefit of the Holders of
     Securities of such series, (i) money in the currency in which payment of
     the Securities of such series is to be made in an amount, or (ii)
     Government Obligations with respect to such series, maturing as to
     principal and interest at such times and in such amounts as will ensure the
     availability of money in the currency in which payment of the Securities of
     such series is to be made in an amount or (iii) a combination thereof, that
     is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a
     nationally recognized firm of independent public accountants expressed in a
     written certification thereof delivered to the Trustee, to pay the
     principal of and premium (if any) and interest on all Securities of such
     series on each date that such principal, premium (if any) or interest is
     due and payable and (at the Stated Maturity thereof or upon redemption as
     provided in Section 8.01(e)) to pay all other sums payable by it hereunder;
     provided that the Trustee shall have been irrevocably instructed to apply
     such money and/or the proceeds of such Government Obligations to the
     payment of said principal, premium (if any) and interest with respect to
     the Securities of such series as the same shall become due;

          (2) the Company has delivered to the Trustee an Officers' Certificate
     stating that all conditions precedent to satisfaction and discharge of this
     Indenture with respect to the Securities of such series have been complied
     with, and an Opinion of Counsel to the same effect;

                                       43

<PAGE>

          (3) no Default or Event of Default with respect to the Securities of
     such series shall have occurred and be continuing on the date of such
     deposit;

          (4) the Company shall have delivered to the Trustee an Opinion of
     Counsel from a nationally recognized counsel acceptable to the Trustee or a
     private letter ruling issued by the United States Internal Revenue Service
     to the effect that the Holders will not recognize income, gain or loss for
     United States Federal income tax purposes as a result of the Company's
     exercise of its option under this Section 8.01(b) and will be subject to
     United States Federal income tax on the same amount and in the same manner
     and at the same times as would have been the case if such option had not
     been exercised;

          (5) the Company and the Subsidiary Guarantors have complied with any
     additional conditions specified pursuant to Section 2.01 to be applicable
     to the discharge of Securities of such series pursuant to this Section
     8.01; and

          (6) such deposit and discharge shall not cause the Trustee to have a
     conflicting interest as defined in TIA (S)310(b).

          In such event, this Indenture shall cease to be of further effect
(except as set forth in this paragraph), and the Trustee, on demand of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge under this Indenture. However, the Company's and the Subsidiary
Guarantors' respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09,
4.01, 4.02, 7.07, 7.08, 8.04 and 11.01, the Trustee's and Paying Agent's
obligations in Section 8.03 and the rights, powers, protections and privileges
accorded the Trustee under Article VII shall survive until all Securities of
such series are no longer outstanding. Thereafter, only the Company's
obligations in Section 7.07 and the Trustee's and Paying Agent's obligations in
Section 8.03 shall survive with respect to Securities of such series.

          After such irrevocable deposit made pursuant to this Section 8.01(b)
and satisfaction of the other conditions set forth herein, the Trustee upon
request shall acknowledge in writing the discharge of the Company's and the
Subsidiary Guarantors' obligations under this Indenture with respect to the
Securities of such series except for those surviving obligations specified
above.

          In order to have money available on a payment date to pay principal of
or premium (if any) or interest on the Securities, the Government Obligations
shall be payable as to principal or interest on or before such payment date in
such amounts as will provide the necessary money. Government Obligations shall
not be callable at the issuer's option.

          (c) If the Company and the Subsidiary Guarantors have previously
complied or are concurrently complying with Section 8.01(b) (other than any
additional conditions specified pursuant to Section 2.01 that are expressly
applicable only to covenant defeasance) with respect to Securities of a series,
then, unless this Section 8.01(c) is specified as not being applicable to
Securities of such series as contemplated by Section 2.01, the Company may elect
that its and the Subsidiary Guarantors' respective obligations to make payments
with respect to Securities of such series be discharged ("legal defeasance"),
if:

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<PAGE>

          (1) no Default or Event of Default under clauses (5) and (6) of
     Section 6.01 hereof shall have occurred at any time during the period
     ending on the 91st day after the date of deposit contemplated by Section
     8.01(b) (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period);

          (2) unless otherwise specified with respect to Securities of such
     series as contemplated by Section 2.01, the Company has delivered to the
     Trustee an Opinion of Counsel from a nationally recognized counsel
     acceptable to the Trustee to the effect referred to in Section 8.01(b)(4)
     with respect to such legal defeasance, which opinion is based on (i) a
     private letter ruling issued by the United States Internal Revenue Service
     addressed to the Company, (ii) a published ruling of the United States
     Internal Revenue Service pertaining to a comparable form of transaction or
     (iii) a change in the applicable United States Federal income tax law
     (including regulations) after the date of this Indenture;

          (3) the Company and the Subsidiary Guarantors have complied with any
     other conditions specified pursuant to Section 2.01 to be applicable to the
     legal defeasance of Securities of such series pursuant to this Section
     8.01(c); and

          (4) the Company has delivered to the Trustee a Company Request
     requesting such legal defeasance of the Securities of such series and an
     Officers' Certificate stating that all conditions precedent with respect to
     such legal defeasance of the Securities of such series have been complied
     with, together with an Opinion of Counsel to the same effect.

          In such event, the Company and the Subsidiary Guarantors will be
discharged from their respective obligations under this Indenture and the
Securities of such series to pay principal of, premium (if any) and interest on
and any Additional Amounts with respect to Securities of such series, the
Company's and the Subsidiary Guarantors' respective obligations under Sections
4.01, 4.02 and 11.01 shall terminate with respect to such Securities, and the
entire indebtedness of the Company evidenced by such Securities and of the
Subsidiary Guarantors evidenced by the related Guarantee shall be deemed paid
and discharged.

          (d) If and to the extent additional or alternative means of
satisfaction, discharge or defeasance of Securities of a series are specified to
be applicable to such series as contemplated by Section 2.01, each of the
Company and the Subsidiary Guarantors may terminate any or all of its
obligations under this Indenture with respect to Securities of a series and any
or all of its obligations under the Securities of such series if it fulfills
such other means of satisfaction and discharge as may be so specified, as
contemplated by Section 2.01, to be applicable to the Securities of such series.

          (e) If Securities of any series subject to subsection (a), (b), (c)
or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory or optional sinking fund provisions, the terms of the applicable trust
arrangement shall provide for such redemption, and the Company shall make such
arrangements as are reasonably satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

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<PAGE>

SECTION 8.02 Application of Trust Money.

          The Trustee or a trustee satisfactory to the Trustee and the Company
shall hold in trust money or Government Obligations deposited with it pursuant
to Section 8.01 hereof. It shall apply the deposited money and the money from
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of, premium (if any) and interest on and
any Additional Amounts with respect to the Securities of the series with respect
to which the deposit was made. Money and securities held in trust are not
subject to Article X.

SECTION 8.03 Repayment to Company or Subsidiary Guarantor.

          The Trustee and the Paying Agent shall promptly pay to the Company or
any Subsidiary Guarantor any excess money or Government Obligations (or proceeds
therefrom) held by them at any time upon the written request of the Company.

          Subject to the requirements of any applicable abandoned property laws,
the Trustee and the Paying Agent shall pay to the Company upon written request
any money held by them for the payment of principal, premium (if any), interest
or any Additional Amounts that remain unclaimed for two years after the date
upon which such payment shall have become due. After payment to the Company,
Holders entitled to the money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another Person,
and all liability of the Trustee and the Paying Agent with respect to such money
shall cease.

SECTION 8.04 Reinstatement.

          If the Trustee or the Paying Agent is unable to apply any money or
Government Obligations deposited with respect to Securities of any series in
accordance with Section 8.01 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the obligations of the
Company and the Subsidiary Guarantors under this Indenture with respect to the
Securities of such series and under the Securities of such series shall be
revived and reinstated as though no deposit had occurred pursuant to Section
8.01 until such time as the Trustee or the Paying Agent is permitted to apply
all such money or Government Obligations in accordance with Section 8.01;
provided, however, that if the Company or any Subsidiary Guarantor has made any
payment of principal of, premium (if any) or interest on or any Additional
Amounts with respect to any Securities because of the reinstatement of its
obligations, the Company or such Subsidiary Guarantor, as the case may be, shall
be subrogated to the rights of the Holders of such Securities to receive such
payment from the money or Government Obligations held by the Trustee or the
Paying Agent.

                                       46

<PAGE>

                                   ARTICLE IX
                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01 Without Consent of Holders.

          The Company, the Subsidiary Guarantors and the Trustee may amend or
supplement this Indenture or the Securities or waive any provision hereof or
thereof without the consent of any Holder:

          (1) to cure any ambiguity, omission, defect or inconsistency;

          (2) to comply with Section 5.01;

          (3) to provide for uncertificated Securities in addition to or in
     place of certificated Securities, or to provide for the issuance of bearer
     Securities (with or without coupons);

          (4) to provide any security for, or to add any guarantees of or
     additional obligors on, any series of Securities or the related Guarantee;

          (5) to comply with any requirement in order to effect or maintain the
     qualification of this Indenture under the TIA;

          (6) to add to the covenants of the Company or any Subsidiary Guarantor
     for the benefit of the Holders of all or any series of Securities (and if
     such covenants are to be for the benefit of less than all series of
     Securities, stating that such covenants are expressly being included solely
     for the benefit of such series), or to surrender any right or power herein
     conferred upon the Company or any Subsidiary Guarantor;

          (7) to add any additional Events of Default with respect to all or any
     series of the Securities (and, if any such Event of Default is applicable
     to less than all series of Securities, specifying the series to which such
     Event of Default is applicable);

          (8) to change or eliminate any of the provisions of this Indenture;
     provided that any such change or elimination shall become effective only
     when there is no outstanding Security of any series created prior to the
     execution of such amendment or supplemental indenture that is adversely
     affected in any material respect by such change in or elimination of such
     provision;

          (9) to establish the form or terms of Securities of any series as
     permitted by Section 2.01;

          (10) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Section 8.01; provided,
     however, that any such action shall not adversely affect the interest of
     the Holders of Securities of such series or any other series of Securities
     in any material respect; or

                                       47

<PAGE>

          (11) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 7.08.

          Upon the request of the Company, accompanied by a Board Resolution,
and upon receipt by the Trustee of the documents described in Section 9.06, the
Trustee shall, subject to Section 9.06, join with the Company and the Subsidiary
Guarantors in the execution of any supplemental indenture authorized or
permitted by the terms of this Indenture and make any further appropriate
agreements and stipulations that may be therein contained.

SECTION 9.02 With Consent of Holders.

          Except as provided below in this Section 9.02, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture
with the consent (including consents obtained in connection with a tender offer
or exchange offer for Securities of any one or more series or all series or a
solicitation of consents in respect of Securities of any one or more series or
all series, provided that in each case such offer or solicitation is made to all
Holders of then outstanding Securities of each such series (but the terms of
such offer or solicitation may vary from series to series)) of the Holders of at
least a majority in principal amount of the then outstanding Securities of all
series affected by such amendment or supplement (acting as one class).

          Upon the request of the Company, accompanied by a Board Resolution,
and upon the filing with the Trustee of evidence of the consent of the Holders
as aforesaid, and upon receipt by the Trustee of the documents described in
Section 9.06, the Trustee shall, subject to Section 9.06, join with the Company
and the Subsidiary Guarantors in the execution of such amendment or supplemental
indenture.

          It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

          The Holders of a majority in principal amount of the then outstanding
Securities of one or more series or of all series (acting as one class) may
waive compliance in a particular instance by the Company or any Subsidiary
Guarantor with any provision of this Indenture with respect to Securities of
such series (including waivers obtained in connection with a tender offer or
exchange offer for Securities of such series or a solicitation of consents in
respect of Securities of such series, provided that in each case such offer or
solicitation is made to all Holders of then outstanding Securities of such
series (but the terms of such offer or solicitation may vary from series to
series)).

          However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not:

          (1) reduce the amount of Securities whose Holders must consent to an
     amendment, supplement or waiver;

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<PAGE>

          (2) reduce the rate of or change the time for payment of interest,
     including default interest, on any Security;

          (3) reduce the principal of, any premium on or any mandatory sinking
     fund payment with respect to, or change the Stated Maturity of, any
     Security or reduce the amount of the principal of an Original Issue
     Discount Security that would be due and payable upon a declaration of
     acceleration of the Maturity thereof pursuant to Section 6.02;

          (4) reduce the premium, if any, payable upon the redemption of any
     Security or change the time at which any Security may or shall be redeemed;

          (5) change any obligation of the Company or any Subsidiary Guarantor
     to pay Additional Amounts with respect to any Security;

          (6) change the coin or currency or currencies (including composite
     currencies) in which any Security or any premium, interest or Additional
     Amounts with respect thereto are payable;

          (7) impair the right to institute suit for the enforcement of any
     payment of principal of, premium (if any) or interest on or any Additional
     Amounts with respect to any Security pursuant to Sections 6.07 and 6.08,
     except as limited by Section 6.06;

          (8) make any change in the percentage of principal amount of
     Securities necessary to waive compliance with certain provisions of this
     Indenture pursuant to Section 6.04 or 6.07 or make any change in this
     sentence of Section 9.02;

          (9) modify the provisions of this Indenture with respect to the
     subordination of any Security and any related Guarantee in a manner adverse
     to the Holders;

          (10) waive a continuing Default or Event of Default in the payment of
     principal of, premium (if any) or interest on or Additional Amounts with
     respect to the Securities;

          (11) except as provided in Section 11.04, release any Subsidiary
     Guarantor or modify the Guarantee in any manner adverse to the Holders; or

          (12) if applicable, make any change that materially and adversely
     affects the right to convert any Security.

          An amendment under this Section 9.02 may not make any change that
adversely affects the rights under Article X of any holder of an issue of Senior
Debt unless the holders of the issue pursuant to its terms consent to the
change.

          A supplemental indenture that changes or eliminates any covenant or
other 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
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

                                       49

<PAGE>

          The right of any Holder to participate in any consent required or
sought pursuant to any provision of this Indenture (and the obligation of the
Company or any Subsidiary Guarantor to obtain any such consent otherwise
required from such Holder) may be subject to the requirement that such Holder
shall have been the Holder of record of any Securities with respect to which
such consent is required or sought as of a date identified by the Company or
such Subsidiary Guarantor in a notice furnished to Holders in accordance with
the terms of this Indenture.

          After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of each Security
affected thereby a notice briefly describing the amendment, supplement or
waiver. 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
amendment, supplement or waiver.

SECTION 9.03 Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or the Securities
shall comply in form and substance with the TIA as then in effect.

SECTION 9.04 Revocation and Effect of Consents.

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his or her Security or portion of a Security if the Trustee
receives written notice of revocation before a date and time therefor identified
by the Company or any Subsidiary Guarantor in a notice furnished to such Holder
in accordance with the terms of this Indenture or, if no such date and time
shall be identified, the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

          The Company or any Subsidiary Guarantor may, but shall not be
obligated to, fix a record date (which need not comply with TIA (S) 316(c)) for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver or to take any other action under this Indenture. If a
record date is fixed, then notwithstanding the provisions of the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No consent shall be valid or effective for more than 90 days after
such record date unless consents from Holders of the principal amount of
Securities required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

          After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it is of the type described in any of clauses (1)
through (9) of Section 9.02 hereof.

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In such case, the amendment, supplement or waiver shall bind each Holder who has
consented to it and every subsequent Holder that evidences the same debt as the
consenting Holder's Security.

SECTION 9.05 Notation on or Exchange of Securities.

          If an amendment or supplement changes the terms of an outstanding
Security, the Company may require the Holder of the Security to deliver it to
the Trustee. The Trustee may place an appropriate notation on the Security at
the request of the Company regarding the changed terms and return it to the
Holder. Alternatively, if the Company so determines, the Company in exchange for
the Security shall issue, the Subsidiary Guarantors shall execute and the
Trustee shall authenticate a new Security that reflects the changed terms.
Failure to make the appropriate notation or to issue a new Security shall not
affect the validity of such amendment or supplement.

          Securities of any series authenticated and delivered after the
execution of any amendment or supplement may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such amendment or supplement.

SECTION 9.06 Trustee to Sign Amendments, etc.

          The Trustee shall sign any amendment or supplement authorized pursuant
to this Article if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign it. In signing or refusing to sign such
amendment or supplement, the Trustee shall be entitled to receive, in addition
to the documents required by Section 12.04, and, subject to Section 7.01 hereof,
shall be fully protected in relying upon, an Opinion of Counsel provided at the
expense of the Company or a Subsidiary Guarantor to the effect that such
amendment or supplement is authorized or permitted by this Indenture.

                                   ARTICLE X
                    SUBORDINATION OF SECURITIES AND GUARANTEE

SECTION 10.01 Securities and Guarantee Subordinated to Senior Debt.

          The Company, the Subsidiary Guarantors and each Holder of a Security
of a series, by his acceptance thereof, agree that (a) the payment of the
principal of, premium (if any) and interest on and any Additional Amounts with
respect to each and all the Securities of such series and any related Guarantee
and (b) any other payment in respect of the Securities of such series and any
related Guarantee, including on account of the acquisition or redemption of
Securities of such series by the Company or any Subsidiary Guarantor, as the
case may be, is subordinated, to the extent and in the manner provided in this
Article X, to the prior payment in full of all Senior Debt, whether outstanding
at the date of this Indenture or thereafter created, incurred, assumed or
guaranteed, and that these subordination provisions are for the benefit of the
holders of Senior Debt.

          This Article X shall constitute a continuing offer to all Persons who,
in reliance upon such provisions, become holders of, or continue to hold, Senior
Debt, and such provisions

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<PAGE>

are made for the benefit of the holders of Senior Debt, and such holders are
made obligees hereunder and any one or more of them may enforce such provisions.

SECTION 10.02 No Payment on Securities in Certain Circumstances.

          (a) Unless otherwise provided with respect to the Securities of a
series as contemplated by Section 2.01, no payment shall be made by or on behalf
of the Company or the Subsidiary Guarantors, as the case may be, on account of
the principal of, premium (if any) or interest on or any Additional Amounts with
respect to the Securities of any series and any related Guarantee or to acquire
any Securities of such series (including any repurchases of Securities of such
series pursuant to the provisions thereof at the option of the Holder thereof)
for cash or property (other than Junior securities), or on account of any
redemption provisions of Securities of such series, in the event of default in
payment of any principal of, premium (if any) or interest on any Senior Debt
when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by acceleration of maturity or otherwise (a "Payment
Default"), unless and until such Payment Default has been cured or waived or
otherwise has ceased to exist or such Senior Debt has been discharged or paid in
full.

          (b) Unless otherwise provided with respect to the Securities of a
series as contemplated by Section 2.01, no payment shall be made by or on behalf
of the Company or the Subsidiary Guarantors, as the case may be, on account of
the principal of, premium (if any) or interest on or any Additional Amounts with
respect to the Securities of any series and any related Guarantee or to acquire
any Securities of such series (including any repurchases of Securities of such
series pursuant to the provisions thereof at the option of the Holder thereof)
for cash or property (other than Junior securities), or on account of the
redemption provisions of Securities of such series, in the event of any event of
default (other than a Payment Default) with respect to any Designated Senior
Debt permitting the holders of such Designated Senior Debt (or a trustee or
other representative on behalf of the holders thereof) to declare such
Designated Senior Debt due and payable prior to the date on which it would
otherwise have become due and payable, upon written notice thereof to the
Company and the Trustee (and if such Designated Senior Debt is Debt of a
Subsidiary Guarantor, the Subsidiary Guarantor) by any holders of Designated
Senior Debt (or a trustee or other representative on behalf of the holders
thereof) (a "Payment Blocking Notice"), unless and until such event of default
has been cured or waived or otherwise has ceased to exist or such Designated
Senior Debt has been discharged or paid in full; provided, that such payments
may not be prevented pursuant to this Section 10.02(b) for more than 179 days
after an applicable Payment Blocking Notice has been received by the Trustee
unless the Designated Senior Debt in respect of which such event of default
exists has been declared due and payable in its entirety, in which case no such
payment may be made until such acceleration has been rescinded or annulled or
such Designated Senior Debt has been discharged or paid in full. Unless
otherwise provided with respect to the Securities of a series as contemplated by
Section 2.01, no event of default that existed or was continuing on the date of
any Payment Blocking Notice (whether or not such event of default is on the same
issue of Designated Senior Debt) may be made the basis for the giving of a
second Payment Blocking Notice, and only one such Payment Blocking Notice may be
given in any 365-day period.

          (c) In furtherance of the provisions of Section 10.01, in the event
that, notwithstanding the foregoing provisions of this Section 10.02, any
payment or distribution of

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<PAGE>

assets of the Company or the Subsidiary Guarantors, as the case may be, (other
than Junior securities) shall be received by the Trustee, the Paying Agent or
the Holders of Securities of any series and any related Guarantee at a time when
such payment or distribution was prohibited by the provisions of this Section
10.02, then, unless such payment or distribution is no longer prohibited by this
Section 10.02, such payment or distribution (subject to the provisions of
Section 10.07) shall be received and held in trust by the Trustee, the Paying
Agent or such Holder for the benefit of the holders of Senior Debt, and shall be
paid or delivered by the Trustee, the Paying Agent or such Holders, as the case
may be, to the holders of Senior Debt remaining unpaid or unprovided for or
their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Debt may have
been issued, ratably, according to the aggregate amounts remaining unpaid on
account of such Senior Debt held or represented by each, for application to the
payment of all Senior Debt in full after giving effect to all concurrent
payments and distributions to or for the holders of such Senior Debt.

SECTION 10.03 Securities and Guarantee Subordinated to Prior Payment of All
              Senior Debt on Dissolution, Liquidation or Reorganization.

          Upon any distribution of assets of the Company or the Subsidiary
Guarantors, as the case may be, or upon any dissolution, winding up, total or
partial liquidation or reorganization of the Company or the Subsidiary
Guarantors, as the case may be, whether voluntary or involuntary, in bankruptcy,
insolvency, receivership or similar proceeding or upon assignment for the
benefit of creditors:

          (a) the holders of all Senior Debt shall first be entitled to receive
     payments in full before the Holders of Securities of any series and any
     related Guarantee are entitled to receive any payment on account of the
     principal of, premium (if any) or interest on or any Additional Amounts
     with respect to Securities of such series and any related Guarantee (other
     than Junior securities);

          (b) any payment or distribution of assets of the Company or the
     Subsidiary Guarantors, as the case may be, of any kind or character,
     whether in cash, property or securities (other than Junior securities), to
     which the Holders of Securities of any series and any related Guarantee or
     the Trustee on behalf of such Holders would be entitled, except for the
     provisions of this Article X, shall be paid by the liquidating trustee or
     agent or other Person making such a payment or distribution directly to the
     holders of such Senior Debt or their representative, ratably according to
     the respective amounts of Senior Debt held or represented by each, to the
     extent necessary to make payment in full of all such Senior Debt remaining
     unpaid after giving effect to all concurrent payments and distributions to
     the holders of such Senior Debt; and

          (c) in the event that, notwithstanding the foregoing, any payment or
     distribution of assets of the Company or the Subsidiary Guarantors, as the
     case may be, of any kind or character, whether in cash, property or
     securities (other than Junior securities), shall be received by the Trustee
     or the Holders of Securities of any series and any related Guarantee or any
     Paying Agent (or, if the Company, any Subsidiary Guarantor or any other
     Subsidiary is acting as the Paying Agent, money for any such payment or

                                       53

<PAGE>

     distribution shall be segregated or held in trust) on account of the
     principal of, premium (if any) or interest on or any Additional Amounts
     with respect to the Securities of such series and any related Guarantee
     before all Senior Debt is paid in full, such payment or distribution
     (subject to the provisions of Section 10.07) shall be received and held in
     trust by the Trustee or such Holder or Paying Agent for the benefit of the
     holders of such Senior Debt, or their respective representatives, ratably
     according to the respective amounts of such Senior Debt held or represented
     by each, to the extent necessary to make payment as provided herein of all
     such Senior Debt remaining unpaid after giving effect to all concurrent
     payments and distributions and all provisions therefor to or for the
     holders of such Senior Debt, but only to the extent that as to any holder
     of such Senior Debt, as promptly as practical following notice from the
     Trustee to the holders of such Senior Debt that such prohibited payment has
     been received by the Trustee, Holder(s) or Paying Agent (or has been
     segregated as provided above), such holder (or a representative therefor)
     notifies the Trustee of the amounts then due and owing on such Senior Debt,
     if any, held by such holder and only the amounts specified in such notices
     to the Trustee shall be paid to the holders of such Senior Debt.

SECTION 10.04 Subrogation to Rights of Holders of Senior Debt.

          Subject to the payment in full of all Senior Debt as provided herein,
the Holders of the Securities of any series and any related Guarantee shall be
subrogated (to the extent of the payments or distributions made to the holders
of such Senior Debt pursuant to the provisions of this Article X) to the rights
of the holders of such Senior Debt to receive payments or distributions of
assets of the Company or the Subsidiary Guarantors, as the case may be,
applicable to the Senior Debt until all amounts owing on the Securities of such
series and any related Guarantee shall be paid in full. For the purpose of such
subrogation, no such payments or distributions to the holders of such Senior
Debt by the Company or the Subsidiary Guarantors, as the case may be, or by or
on behalf of the Holders of the Securities of such series and any related
Guarantee by virtue of this Article X, which otherwise would have been made to
such Holders shall, as between the Company or the Subsidiary Guarantors, as the
case may be, and such Holders, be deemed to be payment by the Company or the
Subsidiary Guarantors, as the case may be, or on account of such Senior Debt, it
being understood that the provisions of this Article X are and are intended
solely for the purpose of defining the relative rights of the Holders of the
Securities of a series and any related Guarantee, on the one hand, and the
holders of such Senior Debt, on the other hand.

          If any payment or distribution to which the Holders of the Securities
and any related Guarantee would otherwise have been entitled but for the
provisions of this Article X shall have been applied, pursuant to the provisions
of this Article X, to the payment of amounts payable under Senior Debt, then
such Holders shall be entitled to receive from the holders of such Senior Debt
any payments or distributions received by such holders of Senior Debt in excess
of the amount sufficient to pay all amounts payable under or in respect of such
Senior Debt in full.

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<PAGE>

SECTION 10.05 Obligations of the Company and the Subsidiary Guarantors
              Unconditional.

          Nothing contained in this Article X or elsewhere in this Indenture or
in the Securities is intended to or shall impair, as between the Company, the
Subsidiary Guarantors, as the case may be, and the Holders of the Securities of
any series and any related Guarantee, the obligation of the Company or the
Subsidiary Guarantors, as the case may be, which is absolute and unconditional,
to pay to such Holders the principal of, premium (if any) and interest on and
any Additional Amounts with respect to the Securities of such series and any
related Guarantee as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of such Holders and creditors of the Company or the Subsidiary
Guarantors, as the case may be, other than the holders of the Senior Debt, nor
shall anything herein or therein prevent the Trustee or any Holder from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article X, of the
holders of Senior Debt in respect of cash, property or securities of the Company
or the Subsidiary Guarantors, as the case may be, received upon the exercise of
any such remedy. Notwithstanding anything to the contrary in this Article X or
elsewhere in this Indenture or in the Securities, upon any distribution of
assets of the Company or the Subsidiary Guarantors, as the case may be, referred
to in this Article X, the Trustee, subject to the provisions of Sections 7.01
and 7.02, and the Holders of the Securities and any related Guarantee shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending, or a certificate of the liquidating
trustee or agent or other Person making any distribution to the Trustee or to
such Holders for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of the Senior Debt and other Debt of the
Company or the Subsidiary Guarantors, as the case may be, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article X so long as such court has been
apprised of the provisions of, or the order, decree or certificate makes
reference to, the provisions of this Article X.

SECTION 10.06 Trustee Entitled to Assume Payments Not Prohibited in Absence of
              Notice.

          The Trustee shall not at any time be charged with knowledge of the
existence of any facts that would prohibit the making of any payment to or by
the Trustee unless and until a Responsible Officer of the Trustee or any Paying
Agent shall have received, no later than two Business Days prior to such
payment, written notice thereof from the Company or any Subsidiary Guarantor, as
the case may be, or from one or more holders of Senior Debt or from any
representative thereof and, prior to the receipt of any such written notice, the
Trustee, subject to the provisions of Sections 7.01 and 7.02, shall be entitled
in all respects conclusively to assume that no such fact exists.

SECTION 10.07 Application by Trustee of Amounts Deposited with It.

          Amounts deposited in trust with the Trustee pursuant to and in
accordance with Article VIII shall be for the sole benefit of Holders of
Securities of the series and any related Guarantee for the benefit of which such
amounts were deposited, and, to the extent allocated for the payment of
Securities of such series and any related Guarantee, shall not be subject to the

                                       55

<PAGE>

subordination provisions of this Article X. Otherwise, any deposit of assets
with the Trustee or the Paying Agent (whether or not in trust) for the payment
of principal of, premium (if any) or interest on or any Additional Amounts with
respect to any Securities of any series and any related Guarantee shall be
subject to the provisions of Sections 10.01, 10.02, 10.03 and 10.04; provided
that if prior to two Business Days preceding the date on which by the terms of
this Indenture any such assets may become distributable for any purpose
(including, without limitation, the payment of either principal of, premium (if
any) or interest on or any Additional Amounts with respect to any Security and
any related Guarantee), a Responsible Officer of the Trustee or such Paying
Agent shall not have received with respect to such assets the written notice
provided for in Section 10.06, then the Trustee or such Paying Agent shall have
full power and authority to receive such assets and to apply the same to the
purpose for which they were received, and shall not be affected by any notice to
the contrary that may be received by it on or after such date; and provided
further that nothing contained in this Article X shall prevent the Company or
the Subsidiary Guarantors, as the case may be, from making, or the Trustee from
receiving or applying, any payment in connection with the redemption of
Securities of a series if the first publication of notice of such redemption
(whether by mail or otherwise in accordance with this Indenture) has been made,
and the Trustee has received such payment from the Company or the Subsidiary
Guarantors, as the case may be, prior to the occurrence of any of the
contingencies specified in Section 10.02 or 10.03.

SECTION 10.08 Subordination Rights Not Impaired by Acts or Omissions of the
              Company, the Subsidiary Guarantors or Holders of Senior Debt.

          No right of any present or future holders of any Senior Debt to
enforce subordination provisions contained in this Article X 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 the Subsidiary Guarantors, as the case may be, or by any act or
failure to act, in good faith, by any such holder, or by any noncompliance by
the Company or the Subsidiary Guarantors, as the case may be, with the terms of
this Indenture, regardless of any knowledge thereof that any such holder may
have or be otherwise charged with. The holders of Senior Debt may extend, renew,
modify or amend the terms of the Senior Debt or any security therefor and
release, sell or exchange such security and otherwise deal freely with the
Company or the Subsidiary Guarantors, as the case may be, all without affecting
the liabilities and obligations of the parties to this Indenture or the Holders
of the Securities of any series and any related Guarantee.

SECTION 10.09 Trustee to Effectuate Subordination of Securities.

          Each Holder of a Security of any series and any related Guarantee by
his acceptance thereof authorizes and expressly directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provisions contained in this Article X and to protect the rights
of the Holders of the Securities of such series and any related Guarantee
pursuant to this Indenture, and appoints the Trustee his attorney-in-fact for
such purpose, including, in the event of any dissolution, winding up,
liquidation or reorganization of the Company or the Subsidiary Guarantors, as
the case may be, (whether in bankruptcy, insolvency or receivership proceedings
or upon an assignment for the benefit of creditors of the Company or the
Subsidiary Guarantors, as the case may be), the filing of a claim for the unpaid
balance of his Securities and any related Guarantee in the form required in said
proceedings and

                                       56

<PAGE>

cause said claim to be approved. If the Trustee does not file a proper claim or
proof of debt in the form required in such proceeding prior to 30 days before
the expiration of the time to file such claim or claims, then the holders of the
Senior Debt or their representative is hereby authorized to have the right to
file and is hereby authorized to file an appropriate claim for and on behalf of
the Holders of Securities of such series and any related Guarantee. Nothing
contained herein shall be deemed to authorize the Trustee or the holders of
Senior Debt or their representative to authorize or consent to or accept or
adopt on behalf of any Holder of Securities of any series and any related
Guarantee any plan of reorganization, arrangement, adjustment or composition
affecting the Securities of such series and any related Guarantee or the rights
of any Holder thereof, or to authorize the Trustee or the holders of Senior Debt
or their representative to vote in respect of the claim of any Holder of the
Securities of such series and any related Guarantee in any such proceeding.

SECTION 10.10 Right of Trustee to Hold Senior Debt.

          The Trustee in its individual capacity shall be entitled to all of the
rights set forth in this Article X in respect of any Senior Debt at any time
held by it to the same extent as any other holder of Senior Debt, and nothing in
this Indenture shall be construed to deprive the Trustee of any of its rights as
such holder.

SECTION 10.11 Article X Not to Prevent Events of Default.

          The failure to make a payment on account of principal of or premium
(if any) or interest on the Securities of any series or any related Guarantee by
reason of any provision of this Article X shall not be construed as preventing
the occurrence of a Default or an Event of Default under Section 6.01 with
respect to Securities of such series and any related Guarantee or in any way
prevent the Holders of the Securities of such series and any related Guarantee
from exercising any right hereunder other than the right to receive payment on
the Securities of such series and any related Guarantee.

SECTION 10.12 No Fiduciary Duty of Trustee to Holders of Senior Debt.

          The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders (other than
for its willful misconduct or negligence) if it shall in good faith mistakenly
pay over or distribute to the Holders of the Securities of any series and any
related Guarantee or the Company or the Subsidiary Guarantors, as the case may
be, or any other Person, cash, property or securities to which any holders of
Senior Debt shall be entitled by virtue of this Article X or otherwise. Nothing
in this Section 10.12 shall affect the obligation of any other such Person to
hold such payment for the benefit of, and to pay such payment over to, the
holders of Senior Debt or their representative.

SECTION 10.13 Article Applicable to Paying Agent.

          In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article X shall in such case (unless the context shall otherwise
require) be construed as extending to and including such Paying Agent within its
meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article X in addition to or in place of the

                                       57

<PAGE>

Trustee; provided, however, that this Section 10.13 shall not apply to the
Company, any Subsidiary Guarantor or any other Subsidiary if the Company, such
Subsidiary Guarantor or such other Subsidiary acts as Paying Agent.

                                   ARTICLE XI
                                    GUARANTEE

SECTION 11.01 Guarantee.

          (a) Notwithstanding any provision of this Article XI to the contrary,
the provisions of this Article XI relating to the Subsidiary Guarantors shall be
applicable only to, and inure solely to the benefit of, the Securities of any
series designated, pursuant to Section 2.01, as entitled to the benefits of the
Guarantee of each of the Subsidiary Guarantors.

          (b) For value received, each of the Subsidiary Guarantors hereby
fully, unconditionally and absolutely guarantees (the "Guarantee") to the
Holders and to the Trustee the due and punctual payment of the principal of, and
premium, if any, and interest on the Securities and all other amounts due and
payable under this Indenture and the Securities by the Company, when and as such
principal, premium, if any, and interest shall become due and payable, whether
at the Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, according to the terms of the Securities and this Indenture, subject
to the limitations set forth in Section 11.03 and the subordination provisions
contained in Article X.

          (c) Failing payment when due of any amount guaranteed pursuant to the
Guarantee, for whatever reason, each of the Subsidiary Guarantors will be
jointly and severally obligated to pay the same immediately, subject to the
subordination provisions contained in Article X. The Guarantee hereunder is
intended to be a general, unsecured, senior obligation of each of the Subsidiary
Guarantors and will rank pari passu in right of payment with all Borrowed Money
Indebtedness of such Subsidiary Guarantor that is not, by its terms, expressly
subordinated in right of payment to the Guarantee. Each of the Subsidiary
Guarantors hereby agrees that its obligations hereunder shall be full,
unconditional and absolute, irrespective of the validity, regularity or
enforceability of the Securities, the Guarantee (including the Guarantee of any
Subsidiary Guarantor) or this Indenture, the absence of any action to enforce
the same, any waiver or consent by any Holder of the Securities with respect to
any provisions hereof or thereof, the recovery of any judgment against the
Company or any Subsidiary Guarantor, or any action to enforce the same or any
other circumstances which might otherwise constitute a legal or equitable
discharge or defense of the Subsidiary Guarantors. Each of the Subsidiary
Guarantors hereby agrees that in the event of a default in payment of the
principal of, or premium, if any, or interest on the Securities, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, legal proceedings may be instituted by the Trustee on behalf of the
Holders or, subject to Section 6.06, by the Holders, on the terms and conditions
set forth in this Indenture, directly against such Subsidiary Guarantor to
enforce such Guarantee without first proceeding against the Company or any other
Subsidiary Guarantor.

          (d) The obligations of each of the Subsidiary Guarantors under this
Article XI shall be as aforesaid full, unconditional and absolute and shall not
be impaired, modified, released or limited by any occurrence or condition
whatsoever, including, without limitation, (i)

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any compromise, settlement, release, waiver, renewal, extension, indulgence or
modification of, or any change in, any of the obligations and liabilities of the
Company or any of the Subsidiary Guarantors contained in the Securities or this
Indenture, (ii) any impairment, modification, release or limitation of the
liability of the Company, any of the Subsidiary Guarantors or any of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting from
the operation of any present or future provision of any applicable Bankruptcy
Law, as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by the Company, any of the Subsidiary Guarantors or the
Trustee of any rights or remedies under the Securities or this Indenture or
their delay in or failure to assert or exercise any such rights or remedies,
(iv) the assignment or the purported assignment of any property as security for
the Securities, including all or any part of the rights of the Company or any of
the Subsidiary Guarantors under this Indenture, (v) the extension of the time
for payment by the Company or any of the Subsidiary Guarantors of any payments
or other sums or any part thereof owing or payable under any of the terms and
provisions of the Securities or this Indenture or of the time for performance by
the Company or any of the Subsidiary Guarantors of any other obligations under
or arising out of any such terms and provisions or the extension or the renewal
of any thereof, (vi) the modification or amendment (whether material or
otherwise) of any duty, agreement or obligation of the Company or any of the
Subsidiary Guarantors set forth in this Indenture, (vii) the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar
proceeding affecting, the Company or any of the Subsidiary Guarantors or any of
their respective assets, or the disaffirmance of the Securities, the Guarantee
or this Indenture in any such proceeding, (viii) the release or discharge of the
Company or any of the Subsidiary Guarantors from the performance or observance
of any agreement, covenant, term or condition contained in any of such
instruments by operation of law, (ix) the unenforceability of the Securities,
the Guarantee or this Indenture or (x) any other circumstances (other than
payment in full or discharge of all amounts guaranteed pursuant to the
Guarantee) which might otherwise constitute a legal or equitable discharge of a
surety or guarantor.

          (e) Each of the Subsidiary Guarantors hereby (i) waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
the merger, insolvency or bankruptcy of the Company or any of the Subsidiary
Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement,
instrument or document evidencing the Guarantee may be transferred and that the
benefit of its obligations hereunder shall extend to each holder of any
agreement, instrument or document evidencing the Guarantee without notice to it
and (iii) covenants that the Guarantee will not be discharged except by complete
performance of the Guarantee. Each of the Subsidiary Guarantors further agrees
that if at any time all or any part of any payment theretofore applied by any
Person to the Guarantee is, or must be, rescinded or returned for any reason
whatsoever, including, without limitation, the insolvency, bankruptcy or
reorganization of the Company or any of the Subsidiary Guarantors, the Guarantee
shall, to the extent that such payment is or must be rescinded or returned, be
deemed to have continued in existence notwithstanding such application, and the
Guarantee shall continue to be effective or be reinstated, as the case may be,
as though such application had not been made.

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<PAGE>

          (f) Each of the Subsidiary Guarantors shall be subrogated to all
rights of the Holders and the Trustee against the Company in respect of any
amounts paid by such Subsidiary Guarantor pursuant to the provisions of this
Indenture; provided, however, that such Subsidiary Guarantor, shall not be
entitled to enforce or to receive any payments arising out of, or based upon,
such right of subrogation until all of the Securities and the Guarantee shall
have been paid in full or discharged.

SECTION 11.02 Execution and Delivery of Guarantee.

          To further evidence the Guarantee set forth in Section 11.01, each of
the Subsidiary Guarantors hereby agrees that a notation relating to such
Guarantee, substantially in the form attached hereto as Annex A, shall be
endorsed on each Security entitled to the benefits of the Guarantee
authenticated and delivered by the Trustee and executed by either manual or
facsimile signature of an Officer of such Subsidiary Guarantor. Each of the
Subsidiary Guarantors hereby agrees that the Guarantee set forth in Section
11.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Security a notation relating to the Guarantee. If any Officer of
a Subsidiary Guarantor, whose signature is on this Indenture or a Security no
longer holds that office at the time the Trustee authenticates such Security or
at any time thereafter, the Guarantee of such Security shall be valid
nevertheless. The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Subsidiary Guarantors.

SECTION 11.03 Limitation on Liability of the Subsidiary Guarantors.

          Each Subsidiary Guarantor and by its acceptance hereof each Holder of
a Security entitled to the benefits of the Guarantee hereby confirm that it is
the intention of all such parties that the guarantee by such Subsidiary
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of any federal or state law. To effectuate the foregoing
intention, the Holders of a Security entitled to the benefits of the Guarantee
and the Subsidiary Guarantors hereby irrevocably agree that the obligations of
each Subsidiary Guarantor under its Guarantee shall be limited to the maximum
amount as will, after giving effect to all other contingent and fixed
liabilities of such Subsidiary Guarantor and to any collections from or payments
made by or on behalf of any other Subsidiary Guarantor in respect of the
obligations of such other Subsidiary Guarantor under its Guarantee, result in
the obligations of such Subsidiary Guarantor under the Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law.

SECTION 11.04 Release of Subsidiary Guarantors from Guarantee.

          (a) Notwithstanding any other provisions of this Indenture, the
Guarantee of any Subsidiary Guarantor may be released upon the terms and subject
to the conditions set forth in this Section 11.04. Provided that no Default
shall have occurred and shall be continuing under this Indenture, any Guarantee
incurred by a Subsidiary Guarantor pursuant to this Article XI shall be
unconditionally released and discharged (i) automatically upon (A) any sale,
exchange or transfer, whether by way of merger or otherwise, to any Person that
is not an Affiliate of the Company, of all of the Company's direct or indirect
equity interests in such Subsidiary Guarantor (provided such sale, exchange or
transfer is not prohibited by this Indenture) or

                                       60

<PAGE>

(B) the merger of such Subsidiary Guarantor into the Company or any other
Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary
Guarantor (in each case to the extent not prohibited by this Indenture) or (ii)
following delivery of a written notice of such release or discharge by the
Company to the Trustee, upon the release or discharge of all guarantees by such
Subsidiary Guarantor of any Borrowed Money Indebtedness of the Company other
than obligations arising under this Indenture and any Securities issued
hereunder, except a discharge or release by or as a result of payment under such
guarantees.

          (b) The Trustee shall deliver an appropriate instrument evidencing any
release of a Subsidiary Guarantor from the Guarantee upon receipt of a written
request of the Company accompanied by an Officers' Certificate and an Opinion of
Counsel that the Subsidiary Guarantor is entitled to such release in accordance
with the provisions of this Indenture. If the Subsidiary Guarantor is not so
released it shall remain liable for the full amount of principal of (and
premium, if any, on) and interest on the Securities entitled to the benefits of
such Guarantee as provided in this Indenture, subject to the limitations of
Section 11.03.

SECTION 11.05 Contribution.

          In order to provide for just and equitable contribution among the
Subsidiary Guarantors, the Subsidiary Guarantors hereby agree, inter se, that in
the event any payment or distribution is made by any Subsidiary Guarantor (a
"Funding Guarantor") under its Guarantee, such Funding Guarantor shall be
entitled to a contribution from each other Subsidiary Guarantor (as applicable)
in a pro rata amount based on the net assets of each Subsidiary Guarantor
(including the Funding Guarantor) for all payments, damages and expenses
incurred by that Funding Guarantor in discharging the Company's obligations with
respect to the Securities or any other Subsidiary Guarantor's obligations with
respect to its Guarantee.

                                   ARTICLE XII
                                  MISCELLANEOUS

SECTION 12.01 Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by operation of TIA (S) 318(c), the imposed duties shall
control.

SECTION 12.02 Notices.

          Any notice or communication by the Company, any Subsidiary Guarantor
or the Trustee to the others is duly given if in writing and delivered in person
or mailed by first-class mail (registered or certified, return receipt
requested), telex, facsimile or overnight air courier guaranteeing next day
delivery, to the other's address:

          If to the Company or the Subsidiary Guarantors:

          Westlake Chemical Corporation

                                       61

<PAGE>

          2801 Post Oak Boulevard
          Houston, Texas 77056
          Attn: General Counsel
          Telephone:(713) 960-9111
          Facsimile:

          If to the Trustee:

          Attn:
          Telephone:
          Facsimile:

          The Company, any Subsidiary Guarantor or the Trustee by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

          All notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if by facsimile; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

          Any notice or communication to a Holder shall be mailed by first-class
mail, postage prepaid, to the Holder's address shown on the register kept by the
Registrar. Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders.

          If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it, except in the case of notice to the Trustee, it is duly given only
when received.

          If the Company or a Subsidiary Guarantor mails a notice or
communication to Holders, it shall mail a copy to the Company and the other
Subsidiary Guarantors, as the case may be, and to the Trustee and each Agent at
the same time.

          All notices or communications, including without limitation notices to
the Trustee, the Company or a Subsidiary Guarantor by Holders, shall be in
writing, except as otherwise set forth herein.

          In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice required by
this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

                                       62

<PAGE>

SECTION 12.03 Communication by Holders with Other Holders.

          Holders may communicate pursuant to TIA (S) 312(b) with other Holders
with respect to their rights under this Indenture or the Securities. The
Company, the Subsidiary Guarantors, the Trustee, the Registrar and anyone else
shall have the protection of TIA (S) 312(c).

SECTION 12.04 Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Company or a Subsidiary
Guarantor to the Trustee to take any action under this Indenture, the Company or
such Subsidiary Guarantor, as the case may be, shall, if requested by the
Trustee, furnish to the Trustee at the expense of the Company or such Subsidiary
Guarantor, as the case may be:

          (1) an Officers' Certificate (which shall include the statements set
     forth in Section 12.05) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been complied with; and

          (2) an Opinion of Counsel (which shall include the statements set
     forth in Section 12.05 hereof) stating that, in the opinion of such
     counsel, all such conditions precedent and covenants have been complied
     with.

SECTION 12.05 Statements Required in Certificate or Opinion.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA
(S) 314(e) and shall include:

          (1) a statement that the Person making such certificate or opinion has
     read such covenant or condition;

          (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, he or she has
     made such examination or investigation as is necessary to enable him or her
     to express an informed opinion as to whether or not such covenant or
     condition has been complied with; and

          (4) a statement as to whether or not, in the opinion of such Person,
     such condition or covenant has been complied with.

SECTION 12.06 Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or the Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

                                       63

<PAGE>

SECTION 12.07 Legal Holidays.

          If a payment date is a Legal Holiday at a Place of Payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

SECTION 12.08 No Recourse Against Others.

          A director, officer, employee, stockholder, partner or other owner of
the Company, a Subsidiary Guarantor or the Trustee, as such, shall not have any
liability for any obligations of the Company under the Securities, for any
obligations of any Subsidiary Guarantor under the Guarantee, or for any
obligations of the Company, any Subsidiary Guarantor or the Trustee under this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder by accepting a Security waives and
releases all such liability. The waiver and release shall be part of the
consideration for the issuance of Securities.

SECTION 12.09 Governing Law.

          THIS INDENTURE, THE SECURITIES AND THE GUARANTEE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
EXCEPT TO THE EXTENT THE LAWS OF THE STATE OF NEW YORK REQUIRE THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION.

SECTION 12.10 No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company, any Subsidiary Guarantor or any Subsidiary. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

SECTION 12.11 Successors.

          All agreements of the Company and the Subsidiary Guarantors in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

SECTION 12.12 Severability.

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

SECTION 12.13 Counterpart Originals.

          The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

                                       64

<PAGE>

SECTION 12.14 Table of Contents, Headings, etc.

          The table of contents, cross-reference table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

                                       65

<PAGE>

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

                                        WESTLAKE CHEMICAL CORPORATION


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        GEISMAR HOLDINGS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        GEISMAR VINYLS COMPANY LP

                                        By: GVGP, Inc., its General Partner


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        GVGP, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        NORTH AMERICAN BRISTOL CORPORATION


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>

                                        NORTH AMERICAN PIPE CORPORATION


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        NORTH AMERICAN PROFILES, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        VAN BUREN PIPE CORPORATION


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        WESTECH BUILDING PRODUCTS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        WESTLAKE CHEMICAL HOLDINGS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>

                                        WESTLAKE CHEMICAL INVESTMENTS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        WESTLAKE CHEMICAL MANUFACTURING, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        WESTLAKE CHEMICAL PRODUCTS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        WESTLAKE DEVELOPMENT CORPORATION


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        WESTLAKE INTERNATIONAL CORPORATION


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>

                                        WESTLAKE MANAGEMENT SERVICES, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        WESTLAKE OLEFINS CORPORATION


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        WESTLAKE PETROCHEMICALS LP

                                        By: Westlake Chemical Investments, Inc.,
                                            its General Partner


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        WESTLAKE POLYMERS LP

                                        By: Westlake Chemical Investments, Inc.,
                                            its General Partner


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        WESTLAKE PVC CORPORATION


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>

                                        WESTLAKE RESOURCES CORPORATION


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        WESTLAKE STYRENE LP

                                        By: Westlake Chemical Holdings, Inc.,
                                            its General Partner


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        WESTLAKE VINYL CORPORATION


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        WESTLAKE VINYLS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        WPT LP

                                        By: Westlake Chemical Holdings, Inc.,
                                            its General Partner


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>

                                        [                         ], as Trustee
                                         -------------------------


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>

                                     ANNEX A

                              NOTATION OF GUARANTEE

          Each of the Subsidiary Guarantors (which term includes any successor
Person under the Indenture) has fully, unconditionally and absolutely
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, the due and punctual payment of the principal of,
and premium, if any, and interest on the Securities and all other amounts due
and payable under the Indenture and the Securities by the Company.

          The obligations of the Subsidiary Guarantors to the Holders of
Securities and to the Trustee pursuant to the Guarantee and the Indenture are
expressly set forth in Articles X and XI of the Indenture and reference is
hereby made to the Indenture for the precise terms of the Guarantee.

                                      GEISMAR HOLDINGS, INC.


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      GEISMAR VINYLS COMPANY LP

                                      By: GVGP, Inc., its General Partner


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      GVGP, INC.


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                      NORTH AMERICAN BRISTOL CORPORATION


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      NORTH AMERICAN PIPE CORPORATION


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      NORTH AMERICAN PROFILES, INC.


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      VAN BUREN PIPE CORPORATION


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      WESTECH BUILDING PRODUCTS, INC.


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                      WESTLAKE CHEMICAL HOLDINGS, INC.


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      WESTLAKE CHEMICAL INVESTMENTS, INC.


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      WESTLAKE CHEMICAL MANUFACTURING, INC.


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      WESTLAKE CHEMICAL PRODUCTS, INC.


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      WESTLAKE DEVELOPMENT CORPORATION


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                      WESTLAKE INTERNATIONAL CORPORATION


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      WESTLAKE MANAGEMENT SERVICES, INC.


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      WESTLAKE OLEFINS CORPORATION


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      WESTLAKE PETROCHEMICALS LP

                                      By: Westlake Chemical Investments, Inc.,
                                          its General Partner


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                      WESTLAKE POLYMERS LP

                                      By: Westlake Chemical Investments, Inc.,
                                          its General Partner


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      WESTLAKE PVC CORPORATION


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      WESTLAKE RESOURCES CORPORATION


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      WESTLAKE STYRENE LP

                                      By: Westlake Chemical Holdings, Inc.,
                                          its General Partner


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      WESTLAKE VINYL CORPORATION


                                      By:
                                          --------------------------------------

<PAGE>

                                          Name:
                                          Title:


                                      WESTLAKE VINYLS, INC.


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      WPT LP

                                      By: Westlake Chemical Holdings, Inc.,
                                          its General Partner


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title: