<PAGE>

                                                                    EXHIBIT 4.10

          FORM OF INDENTURE TO BE ENTERED INTO BETWEEN THE COMPANY AND
                         U.S. BANK NATIONAL ASSOCIATION

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

                                 SANTARUS, INC.

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

                                    INDENTURE

                           Dated as of _________, 200_

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

                         U.S. BANK NATIONAL ASSOCIATION

                                     Trustee

                          SUBORDINATED DEBT SECURITIES

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

<PAGE>

                                TABLE OF CONTENTS

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

         Section 1.1.      Definitions........................................    1
         Section 1.2.      Other Definitions..................................    6
         Section 1.3.      Incorporation by Reference of Trust Indenture Act..    6
         Section 1.4.      Rules of Construction..............................    7

ARTICLE II. THE SECURITIES....................................................    7

         Section 2.1.      Issuable in Series.................................    7
         Section 2.2.      Establishment of Terms of Series of Securities.....    8
         Section 2.3.      Execution and Authentication.......................   10
         Section 2.4.      Registrar and Paying Agent.........................   11
         Section 2.5.      Paying Agent to Hold Money in Trust................   11
         Section 2.6.      Securityholder Lists...............................   12
         Section 2.7.      Transfer and Exchange..............................   12
         Section 2.8.      Mutilated, Destroyed, Lost and Stolen Securities...   12
         Section 2.9.      Outstanding Securities.............................   13
         Section 2.10.     Treasury Securities................................   14
         Section 2.11.     Temporary Securities...............................   14
         Section 2.12.     Cancellation.......................................   14
         Section 2.13.     Defaulted Interest.................................   14
         Section 2.14.     Global Securities..................................   15
         Section 2.15.     CUSIP Numbers......................................   16

ARTICLE III. REDEMPTION.......................................................   16

         Section 3.1.      Notice to Trustee..................................   16
         Section 3.2.      Selection of Securities to be Redeemed.............   16
         Section 3.3.      Notice of Redemption...............................   17
         Section 3.4.      Effect of Notice of Redemption.....................   17
         Section 3.5.      Deposit of Redemption Price........................   18
         Section 3.6.      Securities Redeemed in Part........................   18

ARTICLE IV. COVENANTS.........................................................   18

         Section 4.1.      Payment of Principal and Interest..................   18
         Section 4.2.      SEC Reports........................................   18
         Section 4.3.      Compliance Certificate.............................   18
         Section 4.4.      Stay, Extension and Usury Laws.....................   19
         Section 4.5.      Corporate Existence................................   19
         Section 4.6.      Taxes..............................................   19

ARTICLE V. SUCCESSORS.........................................................   19
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                              <C>
         Section 5.1.      When Company May Merge, Etc........................................   19
         Section 5.2.      Successor Corporation Substituted..................................   20

ARTICLE VI. DEFAULTS AND REMEDIES.............................................................   20

         Section 6.1.      Events of Default..................................................   20
         Section 6.2.      Acceleration of Maturity; Rescission and Annulment.................   21
         Section 6.3.      Collection of Indebtedness and Suits for Enforcement by Trustee....   22
         Section 6.4.      Trustee May File Proofs of Claim...................................   23
         Section 6.5.      Trustee May Enforce Claims Without Possession of Securities........   24
         Section 6.6.      Application of Money Collected.....................................   24
         Section 6.7.      Limitation on Suits................................................   24
         Section 6.8.      Unconditional Right of Holders to Receive Principal and Interest...   25
         Section 6.9.      Restoration of Rights and Remedies.................................   25
         Section 6.10.     Rights and Remedies Cumulative.....................................   25
         Section 6.11.     Delay or Omission Not Waiver.......................................   26
         Section 6.12.     Control by Holders.................................................   26
         Section 6.13.     Waiver of Past Defaults............................................   26
         Section 6.14.     Undertaking for Costs..............................................   26

ARTICLE VII. TRUSTEE..........................................................................   27

         Section 7.1.      Duties of Trustee..................................................   27
         Section 7.2.      Rights of Trustee..................................................   28
         Section 7.3.      Individual Rights of Trustee.......................................   29
         Section 7.4.      Trustee's Disclaimer...............................................   29
         Section 7.5.      Notice of Defaults.................................................   29
         Section 7.6.      Reports by Trustee to Holders......................................   29
         Section 7.7.      Compensation and Indemnity.........................................   30
         Section 7.8.      Replacement of Trustee.............................................   30
         Section 7.9.      Successor Trustee by Merger, etc...................................   31
         Section 7.10.     Eligibility; Disqualification......................................   32
         Section 7.11.     Preferential Collection of Claims Against Company..................   32

ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE..........................................   32

         Section 8.1.      Satisfaction and Discharge of Indenture............................   32
         Section 8.2.      Application of Trust Funds; Indemnification........................   33
         Section 8.3.      Legal Defeasance of Securities of any Series.......................   33
         Section 8.4.      Covenant Defeasance................................................   35
         Section 8.5.      Repayment to Company...............................................   36
         Section 8.6.      Reinstatement......................................................   38

ARTICLE IX. AMENDMENTS AND WAIVERS............................................................   37

         Section 9.1.      Without Consent of Holders.........................................   37
         Section 9.2.      With Consent of Holders............................................   37
         Section 9.3.      Limitations........................................................   38
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                 <C>
         Section 9.4.      Compliance with Trust Indenture Act....................  38
         Section 9.5.      Revocation and Effect of Consents......................  38
         Section 9.6.      Notation on or Exchange of Securities..................  39
         Section 9.7.      Trustee Protected......................................  39

ARTICLE X. MISCELLANEOUS..........................................................  39

         Section 10.1.     Trust Indenture Act Controls...........................  39
         Section 10.2.     Notices................................................  39
         Section 10.3.     Communication by Holders with Other Holders............  40
         Section 10.4.     Certificate and Opinion as to Conditions Precedent.....  40
         Section 10.5.     Statements Required in Certificate or Opinion..........  40
         Section 10.6.     Rules by Trustee and Agents............................  41
         Section 10.7.     Legal Holidays.........................................  41
         Section 10.8.     No Recourse Against Others.............................  41
         Section 10.9.     Counterparts...........................................  41
         Section 10.10.    Governing Laws.........................................  41
         Section 10.11.    No Adverse Interpretation of Other Agreements..........  42
         Section 10.12.    Successors.............................................  42
         Section 10.13.    Severability...........................................  42
         Section 10.14.    Table of Contents, Headings, Etc.......................  42
         Section 10.15.    Securities in a Foreign Currency or in ECU.............  42
         Section 10.16.    Judgment Currency......................................  43

ARTICLE XI. SINKING FUNDS.........................................................  43

         Section 11.1.     Applicability of Article...............................  43
         Section 11.2.     Satisfaction of Sinking Fund Payments with Securities..  44
         Section 11.3.     Redemption of Securities for Sinking Fund..............  44

ARTICLE XII. SUBORDINATION OF SECURITIES..........................................  45

         Section 12.1.     Agreement of Subordination.............................  45
         Section 12.2.     Payments to Holders....................................  45
         Section 12.3.     Subrogation of Securities..............................  48
         Section 12.4.     Authorization to Effect Subordination..................  49
         Section 12.5.     Notice to Trustee......................................  49
         Section 12.6.     Trustee's Relation to Senior Indebtedness..............  50
         Section 12.7.     No Impairment of Subordination.........................  50
         Section 12.8.     Article Applicable to Paying Agents....................  50
         Section 12.9.     Senior Indebtedness Entitled to Rely...................  51
</TABLE>

                                       iii
<PAGE>

                                 SANTARUS, INC.

         Reconciliation and tie between Trust Indenture Act of 1939 and
                     Indenture, dated as of _________, 200_

<TABLE>
<S>                                                                          <C>
Section 310(a)(1)    ...................................................     7.10
           (a)(2)    ...................................................     7.10
           (a)(3)    ...................................................     Not Applicable
           (a)(4)    ...................................................     Not Applicable
           (a)(5)    ...................................................     7.10
              (b)    ...................................................     7.10
   Section 311(a)    ...................................................     7.11
              (b)    ...................................................     7.11
              (c)    ...................................................     Not Applicable
   Section 312(a)    ...................................................     2.6
              (b)    ...................................................     10.3
              (c)    ...................................................     10.3
   Section 313(a)    ...................................................     7.6
           (b)(1)    ...................................................     7.6
           (b)(2)    ...................................................     7.6
           (c)(1)    ...................................................     7.6
              (d)    ...................................................     7.6
   Section 314(a)    ...................................................     4.2, 10.5
              (b)    ...................................................     Not Applicable
           (c)(1)    ...................................................     10.4
           (c)(2)    ...................................................     10.4
           (c)(3)    ...................................................     Not Applicable
              (d)    ...................................................     Not Applicable
              (e)    ...................................................     10.5
              (f)    ...................................................     Not Applicable
   Section 315(a)    ...................................................     7.1
              (b)    ...................................................     7.5
              (c)    ...................................................     7.1
              (d)    ...................................................     7.1
              (e)    ...................................................     6.14
   Section 316(a)    ...................................................     2.10
        (a)(1)(A)    ...................................................     6.12
        (a)(1)(B)    ...................................................     6.13
              (b)    ...................................................     6.8
Section 317(a)(1)    ...................................................     6.3
           (a)(2)    ...................................................     6.4
              (b)    ...................................................     2.5
   Section 318(a)    ...................................................     10.1
</TABLE>

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

                                       iv
<PAGE>

            Indenture dated as of ___________, 200_ between Santarus, Inc., a
Delaware corporation ("COMPANY"), and U.S. Bank National Association, a national
banking association ("TRUSTEE").

            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Securities issued under
this Indenture.

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

      Section 1.1. Definitions.

            "ADDITIONAL AMOUNTS" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes imposed on Holders specified
therein and which 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 the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlled by" and
"under common control with"), as used with respect to any person, shall mean 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 or by agreement or otherwise.

            "AGENT" means any Registrar, Paying Agent, Service Agent or
authenticating agent.

            "AUTHORIZED NEWSPAPER" means a newspaper in an official language of
the country of publication customarily published at least once a day for at
least five days in each calendar week and of general circulation in the place in
connection with which the term is used. If it shall be impractical to make any
publication of any notice required hereby in an Authorized Newspaper, any
publication or other notice in lieu thereof that is made or given by the Trustee
shall constitute a sufficient publication of such notice.

            "BEARER" means anyone in possession from time to time of a Bearer
Security.

            "BEARER SECURITY" means any Security, including any interest coupon
appertaining thereto, that does not provide for the identification of the Holder
thereof.

            "BOARD OF DIRECTORS" means the Board of Directors of the Company or
any duly authorized committee thereof.

            "BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been adopted by the
Board of Directors or pursuant to authorization by the Board of Directors and to
be in full force and effect on the date of the certificate, and delivered to the
Trustee.

                                        1
<PAGE>

            "BUSINESS DAY" means, unless otherwise provided by Board Resolution,
Officers' Certificate or supplemental indenture hereto for a particular Series,
any day except a Saturday, Sunday or a legal holiday in The City of New York or
the City of San Francisco on which banking institutions are authorized or
required by law, regulation or executive order to close.

            "COMPANY" means the party named as such above until a successor
replaces it and thereafter means the successor.

            "COMPANY ORDER" means a written order signed in the name of the
Company by two Officers, one of whom must be the Company's chief executive
officer, chief financial officer or principal accounting officer.

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

            "CORPORATE TRUST OFFICE" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered.

            "DEBT" of any person as of any date means, without duplication, all
indebtedness of such person in respect of borrowed money, including all
interest, fees and expenses owed in respect thereto (whether or not the recourse
of the lender is to the whole of the assets of such person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments.

            "DEFAULT" means any event which is, or after notice or passage of
time would be, an Event of Default.

            "DEPOSITORY" means, with respect to the Securities of any Series
issuable or issued in whole or in part in the form of one or more Global
Securities, the person designated as Depository for such Series by the Company,
which Depository shall be a clearing agency registered under the Exchange Act;
and if at any time there is more than one such person, "Depository" as used with
respect to the Securities of any Series shall mean the Depository with respect
to the Securities of such Series.

            "DESIGNATED SENIOR INDEBTEDNESS" means any of our senior
indebtedness that expressly provides that it is "designated senior indebtedness"
for purposes of this Indenture (provided that the instrument, agreement or other
document creating or evidencing such Senior Indebtedness may place limitations
and conditions on the right of such Senior Indebtedness to exercise the rights
of Designated Senior Indebtedness).

            "DISCOUNT SECURITY" means any Security that provides for an amount
less than the stated principal amount thereof to be due and payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2.

            "DOLLARS" means the currency of The United States of America.

                                        2
<PAGE>

            "ECU" means the European Currency Unit as determined by the
Commission of the European Union.

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

            "FOREIGN CURRENCY" means any currency or currency unit issued by a
government other than the government of The United States of America.

            "FOREIGN GOVERNMENT OBLIGATIONS" means with respect to Securities of
any Series that are denominated in a Foreign Currency, (i) direct obligations of
the government that issued or caused to be issued such currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations of
a person controlled or supervised by or acting as an agency or instrumentality
of such government the timely payment of which is unconditionally guaranteed as
a full faith and credit obligation by such government, which, in either case
under clauses (i) or (ii), are not callable or redeemable at the option of the
issuer thereof.

            "GLOBAL SECURITY" or "GLOBAL SECURITIES" means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2
evidencing all or part of a Series of Securities, issued to the Depository for
such Series or its nominee, and registered in the name of such Depository or
nominee.

            "HOLDER" or "SECURITYHOLDER" means a person in whose name a Security
is registered or the holder of a Bearer Security.

            "INDEBTEDNESS" means, with respect to any person, and without
duplication, (a) all indebtedness, obligations and other liabilities (contingent
or otherwise) of such person for borrowed money (including obligations of the
Company in respect of overdrafts, foreign exchange contracts, currency exchange
agreements, interest rate protection agreements, and any loans or advances from
banks, whether or not evidenced by notes or similar instruments) or evidenced by
bonds, debentures, notes or similar instruments (whether or not the recourse of
the lender is to the whole of the assets of such person or to only a portion
thereof) (other than any account payable or other accrued current liability or
obligation incurred in the ordinary course of business in connection with the
obtaining of materials or services), (b) all reimbursement obligations and other
liabilities (contingent or otherwise) of such person with respect to letters of
credit, bank guarantees or bankers' acceptances, (c) all obligations and
liabilities (contingent or otherwise) in respect of leases of such person
required, in conformity with generally accepted accounting principles, to be
accounted for as capitalized lease obligations on the balance sheet of such
person and all obligations and other liabilities (contingent or otherwise) under
any lease or related document (including a purchase agreement) in connection
with the lease of real property which provides that such person is contractually
obligated to purchase or cause a third party to purchase the leased property and
thereby guarantee a minimum residual value of the leased property to the lessor
and the obligations of such person under such lease or related document to
purchase or to cause a third party to purchase such leased property, (d) all
obligations of such person (contingent or otherwise) with respect to an interest
rate or other swap, cap or collar agreement or other similar instrument or
agreement or foreign currency hedge, exchange, purchase or similar instrument or
agreement, (e) all direct or indirect guaranties or similar agreements by such
person in respect of, and obligations or liabilities (contingent or otherwise)

                                        3
<PAGE>

of such person to purchase or otherwise acquire or otherwise assure a creditor
against loss in respect of indebtedness, obligations or liabilities of another
person of the kind described in clauses (a) through (d), (f) any indebtedness or
other obligations described in clauses (a) through (e) secured by any mortgage,
pledge, lien or other encumbrance existing on property which is owned or held by
such person, regardless of whether the indebtedness or other obligation secured
thereby shall have been assumed by such person and (g) any and all refinancings,
replacements, deferrals, renewals, extensions and refundings of, or amendments,
modifications or supplements to, any indebtedness, obligation or liability of
the kind described in clauses (a) through (f).

            "INDENTURE" means this Indenture as amended from time to time and
shall include the form and terms of particular Series of Securities established
as contemplated hereunder.

            "INTEREST" with respect to any Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity.

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

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

            "OFFICERS' CERTIFICATE" means a certificate signed by two Officers,
one of whom must be the Company's principal executive officer, principal
financial officer or principal accounting officer.

            "OPINION OF COUNSEL" means a written opinion of legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company.

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

            "PRINCIPAL" of a Security means the principal of the Security plus,
when appropriate, the premium, if any, on, and any Additional Amounts in respect
of, the Security.

            "REPRESENTATIVE" means the (a) indenture trustee or other trustee,
agent or representative for any Senior Indebtedness or (b) with respect to any
Senior Indebtedness that does not have any such trustee, agent or other
representative, (i) in the case of such Senior Indebtedness issued pursuant to
an agreement providing for voting arrangements as among the holders or owners of
such Senior Indebtedness, any holder or owner of such Senior Indebtedness acting
with the consent of the required persons necessary to bind such holders or
owners of such Senior Indebtedness and (ii) in the case of all other such Senior
Indebtedness, the holder or owner of such Senior Indebtedness.

            "RESPONSIBLE OFFICER" means any officer of the Trustee in its
Corporate Trust Office and also means, with respect to a particular corporate
trust matter, any other officer to

                                        4
<PAGE>

whom any corporate trust matter is referred because of his or her knowledge of
and familiarity with a particular subject.

            "SEC" means the Securities and Exchange Commission.

            "SECURITIES" means the debentures, notes or other debt instruments
of the Company of any Series authenticated and delivered under this Indenture.

            "SENIOR INDEBTEDNESS" means the principal, premium, if any,
interest, including any interest accruing after bankruptcy, and rent or
termination payment on or other amounts due on our current or future
Indebtedness, whether created, incurred, assumed, guaranteed or in effect
guaranteed by us, including any deferrals, renewals, extensions, refundings,
amendments, modifications or supplements to the above. However, Senior
Indebtedness does not include: (i) Indebtedness that expressly provides that it
shall not be senior in right of payment to the Securities or expressly provides
that it is on the same basis or junior to the Securities; (ii) our indebtedness
to any of our majority-owned subsidiaries; and (iii) the Securities.

            "SERIES" or "SERIES OF SECURITIES" means each series of debentures,
notes or other debt instruments of the Company created pursuant to Sections 2.1
and 2.2 hereof.

            "SIGNIFICANT SUBSIDIARY" means (i) any direct or indirect Subsidiary
of the Company that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933,
as amended, as such regulation is in effect on the date hereof, or (ii) any
group of direct or indirect Subsidiaries of the Company that, taken together as
a group, would be a "significant subsidiary" as defined in Article 1, Rule 1-02
of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as
amended, as such regulation is in effect on the date hereof.

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

            "SUBSIDIARY" of any specified person means any corporation of which
at least a majority of the outstanding stock having by the terms thereof
ordinary voting power for the election of directors of such corporation
(irrespective of whether or not at the time stock of any other class or classes
of such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time directly or indirectly owned by
such person, or by one or more other Subsidiaries, or by such person and one or
more other Subsidiaries.

            "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of this Indenture; 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 as so amended.

            "TRUSTEE" means the person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each person who is

                                        5
<PAGE>

then a Trustee hereunder, and if at any time there is more than one such person,
"Trustee" as used with respect to the Securities of any Series shall mean the
Trustee with respect to Securities of that Series.

            "U.S. GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of The United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of The United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by The United States of America, and which in the case of (i)
and (ii) are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held
by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation evidenced by such depository receipt.

      Section 1.2 Other Definitions.

<TABLE>
<CAPTION>
                                   DEFINED IN
TERM                                SECTION
--------------------------------   -----------
<S>                                <C>
"Bankruptcy Law"                       6.1
"Custodian"                            6.1
"Event of Default"                     6.1
"Journal"                            10.15
"Judgment Currency"                  10.16
"Legal Holiday"                       10.7
"mandatory sinking fund payment"      11.1
"Market Exchange Rate"               10.15
"New York Banking Day"               10.16
"optional sinking fund payment"       11.1
"Paying Agent"                         2.4
"Payment Blockage Notice"             12.2
"Registrar"                            2.4
"Required Currency"                  10.16
"Service Agent"                        2.4
"successor person"                     5.1
</TABLE>

      Section 1.3 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. The
following TIA terms used in this Indenture have the following meanings:

                                       6
<PAGE>

            "COMMISSION" means the SEC.

            "INDENTURE SECURITIES" means the Securities.

            "INDENTURE SECURITY HOLDER" means a Securityholder.

            "INDENTURE TO BE QUALIFIED" means this Indenture.

            "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.

            "OBLIGOR" on the indenture securities means the Company and any
            successor obligor upon the Securities.

            All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
and not otherwise defined herein are used herein as so defined.

      Section 1.4 Rules of Construction.

            Unless the context otherwise requires:

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

            (b) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with generally accepted accounting
      principles;

            (c) references to "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" shall
      mean generally accepted accounting principles in effect as of the time
      when and for the period as to which such accounting principles are to be
      applied;

            (d) "OR" is not exclusive;

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

            (f) provisions apply to successive events and transactions.

                                  ARTICLE II.
                                 THE SECURITIES

      Section 2.1. 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. All Securities of a Series shall be
identical except as may be set forth in a Board Resolution, a supplemental
indenture or an Officers' Certificate detailing the adoption of the terms
thereof pursuant to the authority granted under a Board Resolution. In the case
of Securities of a Series to be issued from time to time, the Board Resolution,
Officers' Certificate or supplemental indenture may provide for the method by
which specified terms (such as interest rate, maturity

                                        7
<PAGE>

date, record date or date from which interest shall accrue) are to be
determined. Securities may differ between Series in respect of any matters,
provided that all Series of Securities shall be equally and ratably entitled to
the benefits of the Indenture but all Securities issued hereunder shall be
subordinate and junior in right of payment, to the extent and in the manner set
forth in Article XII, to all Senior Indebtedness of the Company.

      Section 2.2. Establishment of Terms of Series of Securities.

            At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.2.1 and either as to such Securities within the Series or as to the
Series generally in the case of Subsections 2.2.2 through 2.2.22) by a Board
Resolution, a supplemental indenture or an Officers' Certificate pursuant to
authority granted under a Board Resolution:

            2.2.1. the title of the Series (which shall distinguish the
Securities of that particular Series from the Securities of any other Series);

            2.2.2. the price or prices (expressed as a percentage of the
principal amount thereof) at which the Securities of the Series will be issued;

            2.2.3. any limit upon the aggregate principal amount of the
Securities of the Series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6);

            2.2.4. the date or dates on which the principal of the Securities of
the Series is payable;

            2.2.5. the rate or rates (which may be fixed or variable) per annum
or, if applicable, the method used to determine such rate or rates (including,
but not limited to, any commodity, commodity index, stock exchange index or
financial index) at which the Securities of the Series shall bear interest, if
any, the date or dates from which such interest, if any, shall accrue, the date
or dates on which such interest, if any, shall commence and be payable and any
regular record date for the interest payable on any interest payment date;

            2.2.6. the place or places where the principal of and interest, if
any, on the Securities of the Series shall be payable, or the method of such
payment, if by wire transfer, mail or other means;

            2.2.7. if applicable, the period or periods within which, the price
or prices at which and the terms and conditions upon which the Securities of the
Series may be redeemed, in whole or in part, at the option of the Company;

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

                                        8
<PAGE>

            2.2.9. the dates, if any, on which and the price or prices at which
the Securities of the Series will be repurchased by the Company at the option of
the Holders thereof and other detailed terms and provisions of such repurchase
obligations;

            2.2.10. if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which the Securities of the Series shall
be issuable;

            2.2.11. the forms of the Securities of the Series in bearer or fully
registered form (and, if in fully registered form, whether the Securities will
be issuable as Global Securities);

            2.2.12. if other than the principal amount thereof, the portion of
the principal amount of the Securities of the Series that shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2;

            2.2.13. the currency of denomination of the Securities of the
Series, which may be Dollars or any Foreign Currency, including, but not limited
to, the ECU, and if such currency of denomination is a composite currency other
than the ECU, the agency or organization, if any, responsible for overseeing
such composite currency;

            2.2.14. the designation of the currency, currencies or currency
units in which payment of the principal of and interest, if any, on the
Securities of the Series will be made;

            2.2.15. if payments of principal of or interest, if any, on the
Securities of the Series are to be made in one or more currencies or currency
units other than that or those in which such Securities are denominated, the
manner in which the exchange rate with respect to such payments will be
determined;

            2.2.16. the manner in which the amounts of payment of principal of
or interest, if any, on the Securities of the Series will be determined, if such
amounts may be determined by reference to an index based on a currency or
currencies or by reference to a commodity, commodity index, stock exchange index
or financial index;

            2.2.17. the provisions, if any, relating to any security provided
for the Securities of the Series;

            2.2.18. if the holders of Securities of the Series may convert or
exchange the Securities into or for securities of the Issuer or of other
entities or other property, the period or periods within which, the rate or
rates at which and the terms and conditions upon which Securities of the Series
may be converted or exchanged, in whole or in part;

            2.2.19. any addition to or change in the Events of Default which
applies to any Securities of the Series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 6.2;

            2.2.20. any addition to or change in the covenants set forth in
Articles IV or V which applies to Securities of the Series;

                                        9

<PAGE>

            2.2.21. any other terms of the Securities of the Series (which terms
shall not be inconsistent with the provisions of this Indenture, except as
permitted by Section 9.1, but which may modify or delete any provision of this
Indenture insofar as it applies to such Series); and

            2.2.22. any depositories, interest rate calculation agents, exchange
rate calculation agents or other agents with respect to Securities of such
Series if other than those appointed herein.

            All Securities of any one Series need not be issued at the same time
and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental
indenture or Officers' Certificate referred to above, and the authorized
principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board
Resolution, supplemental indenture or Officers' Certificate.

            Section 2.3. Execution and Authentication.

            Two Officers shall sign the Securities for the Company by manual or
facsimile signature.

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

            A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

            The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt
by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate.

            The aggregate principal amount of Securities of any Series
outstanding at any time may not exceed any limit upon the maximum principal
amount for such Series set forth in the Board Resolution, supplemental indenture
hereto or Officers' Certificate delivered pursuant to Section 2.2, except as
provided in Section 2.8.

            Prior to the issuance of Securities of any Series, the Trustee shall
have received and (subject to Section 7.2) shall be fully protected in relying
on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate establishing the form of the Securities of that Series or of
Securities within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officers' Certificate complying with
Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.

                                       10
<PAGE>

            The Trustee shall have the right to decline to authenticate and
deliver any Securities of such Series: (a) if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken; or (b) if the
Trustee in good faith by its board of directors or trustees, executive committee
or a trust committee of directors and/or vice-presidents shall determine that
such action would expose the Trustee to personal liability to Holders of any
then outstanding Series of Securities.

            The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. 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 or
an Affiliate.

      Section 2.4. Registrar and Paying Agent.

            The Company shall maintain, with respect to each Series of
Securities, at the place or places specified with respect to such Series
pursuant to Section 2.2, an office or agency where Securities of such Series may
be presented or surrendered for payment ("PAYING AGENT"), where Securities of
such Series may be surrendered for registration of transfer or exchange
("REGISTRAR") and where notices and demands to or upon the Company in respect of
the Securities of such Series and this Indenture may be served ("SERVICE
AGENT"). The Registrar shall keep a register with respect to each Series of
Securities and to their transfer and exchange. The Company will give prompt
written notice to the Trustee of the name and address, and any change in the
name or address, of each Registrar, Paying Agent or Service Agent. If at any
time the Company shall fail to maintain any such required Registrar, Paying
Agent or Service Agent or shall fail to furnish the Trustee with the name and
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

            The Company may also from time to time designate one or more
co-registrars, additional paying agents or additional service agents 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
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.2 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 name or address of any such
co-registrar, additional paying agent or additional service agent. The term
"REGISTRAR" includes any co-registrar; the term "PAYING AGENT" includes any
additional paying agent; and the term "SERVICE AGENT" includes any additional
service agent.

            The Company hereby appoints the Trustee the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued.

      Section 2.5. Paying Agent to Hold Money in Trust.

                                       11
<PAGE>

            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
Securityholders of any Series of Securities, or the Trustee, all money held by
the Paying Agent for the payment of principal of or interest on the Series of
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. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of Securityholders of any Series of Securities all money
held by it as Paying Agent.

      Section 2.6. Securityholder 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
Securityholders of each Series of Securities and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least ten days before each interest payment date 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 names and addresses of
Securityholders of each Series of Securities.

      Section 2.7. Transfer and Exchange.

            Where Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities at the Registrar's request. No service
charge shall be made 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 any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.11, 3.6 or
9.6).

            Neither the Company nor the Registrar shall be required (a) to
issue, register the transfer of, or exchange Securities of any Series for the
period beginning at the opening of business fifteen days immediately preceding
the mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing, or
(b) to register the transfer of or exchange Securities of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.

      Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities.

            If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same

                                       12
<PAGE>

Series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

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

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

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

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

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

      Section 2.9. 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 on a Global Security
effected by the Trustee in accordance with the provisions hereof and those
described in this Section as not outstanding.

            If a Security is replaced pursuant to Section 2.8, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

            If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds on the Maturity of Securities of a Series money
sufficient to pay such Securities payable on that date, then on and after that
date such Securities of the Series cease to be outstanding and interest on them
ceases to accrue.

                                       13
<PAGE>

            A Security does not cease to be outstanding because the Company or
an Affiliate holds the Security.

            In determining whether the Holders of the requisite principal amount
of outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 6.2.

      Section 2.10. Treasury Securities.

            In determining whether the Holders of the required principal amount
of Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver Securities of a Series owned by the Company
or an Affiliate shall be disregarded, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver only
Securities of a Series that the Trustee knows are so owned shall be so
disregarded.

      Section 2.11. Temporary Securities.

            Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities upon a Company
Order. Temporary Securities shall be substantially in the form of definitive
Securities but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee upon request shall authenticate definitive Securities of the same
Series and date of maturity in exchange for temporary Securities. Until so
exchanged, temporary securities shall have the same rights under this Indenture
as the definitive Securities.

      Section 2.12. Cancellation.

            The Company 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 or
payment. The Trustee shall cancel all Securities surrendered for transfer,
exchange, payment, replacement or cancellation and shall destroy such canceled
Securities (subject to the record retention requirement of the Exchange Act) and
deliver a certificate of such destruction to the Company, unless the Company
otherwise directs. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation.

      Section 2.13. Defaulted Interest.

            If the Company defaults in a payment of interest on a Series of
Securities, it shall pay the defaulted interest, plus, to the extent permitted
by law, any interest payable on the defaulted interest, to the persons who are
Securityholders of the Series on a subsequent special record date. The Company
shall fix the record date and payment date. At least 30 days before the record
date, the Company shall mail to the Trustee and to each Securityholder of the
Series a

                                       14
<PAGE>

notice that states the record date, the payment date and the amount of interest
to be paid. The Company may pay defaulted interest in any other lawful manner.

      Section 2.14. Global Securities.

            2.14.1. Terms of Securities. A Board Resolution, a supplemental
indenture hereto or an Officers' Certificate shall establish whether the
Securities of a Series shall be issued in whole or in part in the form of one or
more Global Securities and the Depository for such Global Security or
Securities.

            2.14.2. Transfer and Exchange. Notwithstanding any provisions to the
contrary contained in Section 2.7 of the Indenture and in addition thereto, any
Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture
for Securities registered in the names of Holders other than the Depository for
such Security or its nominee only if (i) such Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Global
Security or if at any time such Depository ceases to be a clearing agency
registered under the Exchange Act, and, in either case, the Company fails to
appoint a successor Depository within 90 days of such event, (ii) the Company
executes and delivers to the Trustee an Officers' Certificate to the effect that
such Global Security shall be so exchangeable or (iii) an Event of Default with
respect to the Securities represented by such Global Security shall have
happened and be continuing. Any Global Security that is exchangeable pursuant to
the preceding sentence shall be exchangeable for Securities registered in such
names as the Depository shall direct in writing in an aggregate principal amount
equal to the principal amount of the Global Security with like tenor and terms.

            Except as provided in this Section 2.14.2, a Global Security may not
be transferred except as a whole by the Depository with respect to such Global
Security to a nominee of such Depository, by a nominee of such Depository to
such Depository or another nominee of such Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such a successor
Depository.

            2.14.3. Legend. Unless otherwise provided pursuant to Section 2.2,
any Global Security issued hereunder shall bear a legend in substantially the
following form:

            "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
            INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
            THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS SECURITY IS
            EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
            THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
            DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A
            WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, BY A NOMINEE
            OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
            DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A

                                       15
<PAGE>

            SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY."

            2.14.4. Acts of Holders. The Depository, as a Holder, may appoint
agents and otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under the Indenture.

            2.14.5. Payments. Notwithstanding the other provisions of this
Indenture, unless otherwise specified as contemplated by Section 2.2, payment of
the principal of, premium, if any, and interest, if any, on any Global Security
shall be made to the Holder thereof.

            2.14.6. Consents, Declaration and Directions. Except as provided in
Section 2.14.5, the Company, the Trustee and any Agent shall treat a person as
the Holder of such principal amount of outstanding Securities of such Series
represented by a Global Security as shall be specified in a written statement of
the Depositary with respect to such Global Security, for purposes of obtaining
any consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture.

      Section 2.15. CUSIP Numbers.

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

                                  ARTICLE III.
                                   REDEMPTION

      Section 3.1. Notice to Trustee.

            The Company may, with respect to any Series of Securities, reserve
the right to redeem and pay the Series of Securities or may covenant to redeem
and pay the Series of Securities or any part thereof prior to the Stated
Maturity thereof at such time and on such terms as provided for in such
Securities. If a Series of Securities is redeemable and the Company wants or is
obligated to redeem prior to the Stated Maturity thereof all or part of the
Series of Securities pursuant to the terms of such Securities, it shall notify
the Trustee of the redemption date and the principal amount of Series of
Securities to be redeemed. The Company shall give the notice at least 45 days
before the redemption date (or such shorter notice as may be acceptable to the
Trustee).

      Section 3.2. Selection of Securities to be Redeemed.

            Unless otherwise indicated for a particular Series by a Board
Resolution, a supplemental indenture or an Officers' Certificate, if less than
all the Securities of a Series are to

                                       16
<PAGE>

be redeemed, the Trustee shall select the Securities of the Series to be
redeemed in any manner that the Trustee deems fair and appropriate. The Trustee
shall make the selection from Securities of the Series outstanding not
previously called for redemption. The Trustee may select for redemption portions
of the principal of Securities of the Series that have denominations larger than
$1,000. Securities of the Series and portions of them it selects shall be in
amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of
any Series issuable in other denominations pursuant to Section 2.2.10, the
minimum principal denomination for each Series and integral multiples thereof.
Provisions of this Indenture that apply to Securities of a Series called for
redemption also apply to portions of Securities of that Series called for
redemption.

      Section 3.3. Notice of Redemption.

            Unless otherwise indicated for a particular Series by Board
Resolution, a supplemental indenture hereto or an Officers' Certificate, at
least 30 days but not more than 90 days before a redemption date, the Company
shall mail a notice of redemption by first-class mail to each Holder whose
Securities are to be redeemed and if any Bearer Securities are outstanding,
publish on one occasion a notice in an Authorized Newspaper.

            The notice shall identify the Securities of the Series to be
redeemed and shall state:

            (a) the redemption date;

            (b) the redemption price;

            (c) the name and address of the Paying Agent;

            (d) that Securities of the Series called for redemption must be
      surrendered to the Paying Agent to collect the redemption price;

            (e) that interest on Securities of the Series called for redemption
      ceases to accrue on and after the redemption date; and

            (f) any other information as may be required by the terms of the
      particular Series or the Securities of a Series being redeemed.

            At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense.

      Section 3.4. Effect of Notice of Redemption.

            Once notice of redemption is mailed or published as provided in
Section 3.3, Securities of a Series called for redemption become due and payable
on the redemption date and at the redemption price. A notice of redemption may
not be conditional. If mailed in the manner provided for in Section 3.3, the
notice of redemption shall be conclusively presumed to have been given whether
or not the Holder receives such notice. Failure to give such notice or any
defect in the notice to any Holder shall not affect the validity of the notice
or the redemption.

                                       17
<PAGE>

Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption price plus accrued interest to the redemption date.

      Section 3.5. Deposit of Redemption Price.

            On or before the redemption date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of and accrued
interest, if any, on all Securities to be redeemed on that date.

      Section 3.6. Securities Redeemed in Part.

            Upon surrender of a Security that is redeemed in part, the Trustee
shall authenticate for the Holder a new Security of the same Series and the same
maturity equal in principal amount to the unredeemed portion of the Security
surrendered.

                                  ARTICLE IV.
                                   COVENANTS

      Section 4.1. Payment of Principal and Interest.

            The Company covenants and agrees for the benefit of the Holders of
each Series of Securities that it will duly and punctually pay the principal of
and interest, if any, on the Securities of that Series in accordance with the
terms of such Securities and this Indenture.

      Section 4.2. SEC Reports.

            The Company shall deliver to the Trustee within 15 days after it
files them with the SEC copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The
Company also shall comply with the other provisions of TIA Section 314(a).

      Section 4.3. Compliance Certificate.

            The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his knowledge the Company 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 such
Defaults or Events of Default of which he may have knowledge).

            The Company will, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Default or Event of
Default, an Officers'

                                       18
<PAGE>

Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.

      Section 4.4. Stay, Extension and Usury Laws.

            The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture or the Securities; and the
Company (to the extent it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law and covenants that it will not, by resort
to any such law, 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 has been enacted.

      Section 4.5. Corporate Existence.

            Subject to Article V, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the corporate, partnership or other existence of each Significant
Subsidiary in accordance with the respective organizational documents of each
Significant Subsidiary and the rights (charter and statutory), licenses and
franchises of the Company and its Significant Subsidiaries; provided, however,
that the Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any Significant
Subsidiary, if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
its Subsidiaries taken as a whole and that the loss thereof is not adverse in
any material respect to the Holders.

      Section 4.6. Taxes.

            The Company shall, and shall cause each of its Significant
Subsidiaries to, pay prior to delinquency all taxes, assessments and
governmental levies, except as contested in good faith and by appropriate
proceedings.

                                   ARTICLE V.
                                   SUCCESSORS

      Section 5.1. When Company May Merge, Etc.

            The Company shall not consolidate with or merge into, or convey,
transfer or lease all or substantially all of its properties and assets to, any
person (a "SUCCESSOR PERSON"), and may not permit any person to merge into, or
convey, transfer or lease its properties and assets substantially as an entirety
to, the Company, unless:

            (a) the successor person (if any) is a corporation, partnership,
      trust or other entity organized and validly existing under the laws of any
      U.S. domestic jurisdiction and expressly assumes the Company's obligations
      on the Securities and under this Indenture and

                                       19
<PAGE>

            (b) immediately after giving effect to the transaction, no Default
      or Event of Default, shall have occurred and be continuing.

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

      Section 5.2. Successor Corporation Substituted.

            Upon any consolidation or merger, or any sale, lease, conveyance or
other disposition of all or substantially all of the assets of the Company in
accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor person has been named
as the Company herein; provided, however, that the predecessor Company in the
case of a sale, lease, conveyance or other disposition shall not be released
from the obligation to pay the principal of and interest, if any, on the
Securities.

                                  ARTICLE VI.
                              DEFAULTS AND REMEDIES

      Section 6.1. Events of Default.

            "EVENT OF DEFAULT," wherever used herein with respect to Securities
of any Series, means any one of the following events, unless in the establishing
Board Resolution, supplemental indenture or Officers' Certificate, it is
provided that such Series shall not have the benefit of said Event of Default:

            (a) default in the payment of any interest on any Security of that
      Series when it becomes due and payable, and continuance of such default
      for a period of 30 days (unless the entire amount of such payment is
      deposited by the Company with the Trustee or with a Paying Agent prior to
      the expiration of such period of 30 days); or

            (b) default in the payment of the principal of any Security of that
      Series at its Maturity; or

            (c) default in the deposit of any sinking fund payment, when and as
      due in respect of any Security of that Series; or

            (d) default in the performance or breach of any covenant or warranty
      of the Company in this Indenture (other than a covenant or warranty that
      has been included in this Indenture solely for the benefit of Series of
      Securities other than that Series), which default continues uncured for a
      period of 90 days after there has been given, by registered or certified
      mail, to the Company by the Trustee or to the Company and the Trustee by
      the Holders of at least 25% in principal amount of the outstanding
      Securities of that

                                       20
<PAGE>

      Series a written notice specifying such default or breach and requiring it
      to be remedied and stating that such notice is a "NOTICE OF DEFAULT"
      hereunder; or

            (e) the Company or any of its Significant Subsidiaries pursuant to
      or within the meaning of any Bankruptcy Law:

                  (i) commences a voluntary case,

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

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

                  (iv) makes a general assignment for the benefit of its
            creditors, or

                  (v) generally is unable to pay its debts as the same become
            due; or

            (f) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that:

                  (i) is for relief against the Company or any of its
            Significant Subsidiaries in an involuntary case,

                  (ii) appoints a Custodian of the Company or any of its
            Significant Subsidiaries or for all or substantially all of its
            property, or

                  (iii) orders the liquidation of the Company or any of its
            Significant Subsidiaries,

      and the order or decree remains unstayed and in effect for 90 days; or

            (g) any other Event of Default provided with respect to Securities
      of that Series, which is specified in a Board Resolution, a supplemental
      indenture hereto or an Officers' Certificate, in accordance with Section
      2.2.19.

            The term "BANKRUPTCY LAW" means title 11, U.S. Code or any similar
Federal or State law for the relief of debtors. The term "CUSTODIAN" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

      Section 6.2. Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default with respect to Securities of any Series at
the time outstanding occurs and is continuing (other than an Event of Default
referred to in Section 6.1(e) or (f)) then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the outstanding Securities
of that Series may declare the principal amount (or, if any Securities of that
Series are Discount Securities, such portion of the principal amount as may be
specified in the terms of such Securities) of and accrued and unpaid interest,
if any, on all of the

                                       21
<PAGE>

Securities of that Series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) and accrued and
unpaid interest, if any, shall become immediately due and payable. If an Event
of Default specified in Section 6.1(e) or (f) shall occur, the principal amount
(or specified amount) of and accrued and unpaid interest, if any, on all
outstanding Securities shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

            At any time after such a declaration of acceleration with respect to
any Series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount of the outstanding
Securities of that Series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:

            (a) the Company has paid or deposited with the Trustee a sum
      sufficient to pay

                  (i) all overdue interest, if any, on all Securities of that
            Series,

                  (ii) the principal of any Securities of that Series which have
            become due otherwise than by such declaration of acceleration and
            interest thereon at the rate or rates prescribed therefor in such
            Securities,

                  (iii) to the extent that payment of such interest is lawful,
            interest upon any overdue principal and overdue interest at the rate
            or rates prescribed therefor in such Securities,
and

                  (iv) all sums paid or advanced by the Trustee hereunder and
            the reasonable compensation, expenses, disbursements and advances of
            the Trustee, its agents and counsel; and

            (b) all Events of Default with respect to Securities of that Series,
      other than the non-payment of the principal of Securities of that Series
      which have become due solely by such declaration of acceleration, have
      been cured or waived as provided in Section 6.13.

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

      Section 6.3. Collection of Indebtedness and Suits for Enforcement by
Trustee.

            The Company covenants that if

            (a) default is made in the payment of any interest on any Security
      when such interest becomes due and payable and such default continues for
      a period of 30 days, or

                                       22
<PAGE>

            (b) default is made in the payment of principal of any Security at
      the Maturity thereof, or

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

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

            If an Event of Default with respect to any Securities of any Series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
Series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

      Section 6.4. Trustee May File Proofs of Claim.

            In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

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

            (b) to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute the same, and any
      custodian, receiver, assignee, trustee,

                                       23
<PAGE>

      liquidator, sequestrator or other similar official in any such judicial
      proceeding is hereby authorized by each Holder to make such payments to
      the Trustee and, in the event that the Trustee shall consent to the making
      of such payments directly to the Holders, to pay to the Trustee any amount
      due it for the reasonable compensation, expenses, disbursements and
      advances of the Trustee, its agents and counsel, and any other amounts due
      the Trustee under Section 7.7.

            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 6.5. Trustee May Enforce Claims Without Possession of Securities.

            All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

      Section 6.6. Application of Money Collected.

            Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

            First: To the payment of all amounts due the Trustee under Section
7.7; and

            Second: To the payment of the amounts then due and unpaid for
principal of and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities for principal and interest, respectively; and

            Third: To the Company.

      Section 6.7. Limitation on Suits.

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

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

                                       24
<PAGE>

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

            (c) such Holder or Holders have offered to the Trustee reasonable
      indemnity against the costs, expenses and liabilities to be incurred in
      compliance with such request;

            (d) the Trustee for 90 days after its receipt of such notice,
      request and offer of indemnity has failed to institute any such
      proceeding; and

            (e) no direction inconsistent with such written request has been
      given to the Trustee during such 90-day period by the Holders of a
      majority in principal amount of the outstanding Securities of that Series;

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

      Section 6.8. Unconditional Right of Holders to Receive Principal and
Interest.

            Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Security on
the Stated Maturity or Stated Maturities expressed in such Security (or, in the
case of redemption, on the redemption date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

      Section 6.9. Restoration of Rights and Remedies.

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

      Section 6.10. Rights and Remedies Cumulative.

            Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or

                                       25
<PAGE>

otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      Section 6.11. Delay or Omission Not Waiver.

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

      Section 6.12. Control by Holders.

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

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

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

            (c) subject to the provisions of Section 6.1, the Trustee shall have
      the right to decline to follow any such direction if the Trustee in good
      faith shall, by a Responsible Officer of the Trustee, determine that the
      proceeding so directed would involve the Trustee in personal liability.

      Section 6.13. Waiver of Past Defaults.

            Subject to Section 6.2, the Holders of not less than a majority in
principal amount of the outstanding Securities of any Series may on behalf of
the Holders of all the Securities of such Series waive any past Default
hereunder with respect to such Series and its consequences, except a Default in
the payment of the principal of or interest on any Security of such Series
(provided, however, that the Holders of a majority in principal amount of the
outstanding Securities of any Series may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration). 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 6.14. Undertaking for Costs.

            All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against

                                       26
<PAGE>

the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the outstanding Securities of any Series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of or interest on any Security on or after the Stated Maturity or
Stated Maturities expressed in such Security (or, in the case of redemption, on
the redemption date).

                                  ARTICLE VII.
                                    TRUSTEE

      Section 7.1. Duties of Trustee.

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

            (b) Except during the continuance of an Event of Default:

                  (i) The Trustee need perform only those duties that are
            specifically set forth in this Indenture and no others.

                  (ii) 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 Officers'
            Certificates or Opinions of Counsel furnished to the Trustee and
            conforming to the requirements of this Indenture; however, in the
            case of any such Officers' Certificates or Opinions of Counsel which
            by any provisions hereof are specifically required to be furnished
            to the Trustee, the Trustee shall examine such Officers'
            Certificates and Opinions of Counsel to determine whether or not
            they conform to the requirements of this Indenture.

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

                  (i) This paragraph does not limit the effect of paragraph (b)
            of this Section.

                  (ii) 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.

                  (iii) The Trustee shall not be liable with respect to any
            action taken, suffered or omitted to be taken by it with respect to
            Securities of any Series in

                                       27
<PAGE>

            good faith in accordance with the direction of the Holders of a
            majority in principal amount of the outstanding Securities of such
            Series relating to the time, method and place of conducting any
            proceeding for any remedy available to the Trustee, or exercising
            any trust or power conferred upon the Trustee, under this Indenture
            with respect to the Securities of such Series.

            (d) Every provision of this Indenture that in any way relates to the
      Trustee is subject to paragraph (a), (b) and (c) of this Section.

            (e) 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. Money held in trust by the Trustee need not be segregated from
      other funds except to the extent required by law.

            (g) No provision of this Indenture shall require the Trustee to risk
      its own funds or otherwise incur any financial liability in the
      performance of any of its duties, or in the exercise of any of its rights
      or powers, if it shall have reasonable grounds for believing that
      repayment of such funds or adequate indemnity against such risk is not
      reasonably assured to it.

            (h) The Paying Agent, the Registrar and any authenticating agent
      shall be entitled to the protections and immunities as are set forth in
      paragraphs (a), (b) and (c) of this Section with respect to the Trustee.

      Section 7.2. Rights of Trustee.

            (a) The Trustee may rely on and shall be protected in acting or
      refraining from acting upon 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
      an Officers' Certificate or an Opinion of Counsel. The Trustee shall not
      be liable for any action it takes or omits to take in good faith in
      reliance on such Officers' Certificate or Opinion of Counsel.

            (c) The Trustee may act through agents and shall not be responsible
      for the misconduct or negligence of any agent appointed with due care. No
      Depository shall be deemed an agent of the Trustee and the Trustee shall
      not be responsible for any act or omission by any Depository.

            (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.

            (e) The Trustee may consult with counsel and the advice of such
      counsel or any Opinion of Counsel shall be full and complete authorization
      and protection in respect of

                                       28
<PAGE>

      any action taken, suffered or omitted by it hereunder in good faith and in
      reliance thereon.

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

            In addition, the Trustee shall not be deemed to have knowledge of
any Default or Event of Default except (1) any Event of Default occurring
pursuant to Sections 6.1(a), 6.1(b), 6.1(c) and 4.3 hereof or (2) any Default or
Event of Default of which the Trustee shall have received written notification
in the manner set forth in this Indenture or a Responsible Officer of the
Trustee shall have obtained actual knowledge. Delivery of reports, information
and documents to the Trustee under Section 4.2 is for informational purposes
only and the information and the Trustee's receipt of the foregoing shall not
constitute constructive notice of any information contained therein, or
determinable from information contained therein including the Company's
compliance with any of their covenants thereunder (as to which the Trustee is
entitled to rely exclusively on an Officers' Certificate).

      Section 7.3. Individual Rights of Trustee.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. The Trustee is also subject to Sections 7.10
and 7.11.

      Section 7.4. 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, and it shall not be
responsible for any statement in the Securities other than its authentication.

      Section 7.5. Notice of Defaults.

            If a Default or Event of Default occurs and is continuing with
respect to the Securities of any Series and if it is known to a Responsible
Officer of the Trustee, the Trustee shall mail to each Securityholder of the
Securities of that Series and, if any Bearer Securities are outstanding, publish
on one occasion in an Authorized Newspaper, notice of a Default or Event of
Default within 90 days after it occurs or, if later, after a Responsible Officer
of the Trustee has knowledge of such Default or Event of Default. Except in the
case of a Default or Event of Default in payment of principal of or interest on
any Security of any Series, the Trustee may withhold the notice if and so long
as its corporate trust committee or a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Securityholders of that Series.

      Section 7.6. Reports by Trustee to Holders.

                                       29
<PAGE>

            Within 60 days after May 15 in each year, the Trustee shall transmit
by mail to all Securityholders, as their names and addresses appear on the
register kept by the Registrar and, if any Bearer Securities are outstanding,
publish in an Authorized Newspaper, a brief report dated as of such May 15, in
accordance with, and to the extent required under, TIA Section 313.

            A copy of each report at the time of its mailing to Securityholders
of any Series shall be filed with the SEC and each stock exchange on which the
Securities of that Series are listed. The Company shall promptly notify the
Trustee when Securities of any Series are listed on any stock exchange.

      Section 7.7. Compensation and Indemnity.

            The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel.

            The Company shall indemnify the Trustee (including the cost of
defending itself) against any loss, liability or expense incurred by it except
as set forth in the next paragraph in the performance of its duties under this
Indenture as Trustee or Agent. The Trustee shall notify the Company 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,
which consent shall not be unreasonably withheld. This indemnification shall
apply to officers, directors, employees, shareholders and agents of the Trustee.

            The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee or by any officer, director, employee,
shareholder or agent of the Trustee through negligence or bad faith.

            To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities of any Series on all money or
property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Securities of that Series.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.1(e) or (f) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

      Section 7.8. 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.

                                       30
<PAGE>

            The Trustee may resign with respect to the Securities of one or more
Series by so notifying the Company. The Holders of a majority in principal
amount of the Securities of any Series may remove the Trustee with respect to
that Series by so notifying the Trustee and the Company. The Company may remove
the Trustee with respect to Securities of one or more Series if:

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

            (b) 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;

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

            (d) the Trustee becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Securities 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 one or
more Series does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company or the Holders of at
least 10% in principal amount of the Securities of the applicable Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

            If the Trustee with respect to the Securities of any one or more
Series fails to comply with Section 7.10, any Securityholder of the applicable
Series may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee subject to the lien provided for in Section 7.7, 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 Trustee
with respect to each Series of Securities for which it is acting as Trustee
under this Indenture. A successor Trustee shall mail a notice of its succession
to each Securityholder of each such Series and, if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company's obligations under Section 7.7 hereof shall continue for the benefit of
the retiring trustee with respect to expenses and liabilities incurred by it
prior to such replacement.

      Section 7.9. Successor Trustee by Merger, etc.

            If the Trustee consolidates with, 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.

                                       31
<PAGE>

      Section 7.10. Eligibility; Disqualification.

            This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always
have a combined capital and surplus of at least $25,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b).

      Section 7.11. Preferential Collection of Claims Against Company.

            The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

                                  ARTICLE VIII.
                     SATISFACTION AND DISCHARGE; DEFEASANCE

      Section 8.1. Satisfaction and Discharge of Indenture.

            This Indenture shall upon Company Order cease to be of further
effect (except as hereinafter provided in this Section 8.1), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

            (a) either

                  (i) all Securities theretofore authenticated and delivered
            (other than Securities that have been destroyed, lost or stolen and
            that have been replaced or paid) have been delivered to the Trustee
            for cancellation; or

                  (ii) all such Securities not theretofore delivered to the
            Trustee for cancellation

                        (1) have become due and payable, or

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

                        (3) 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, or

                        (4) are deemed paid and discharged pursuant to Section
                  8.3, as applicable;

and the Company, in the case of (1), (2) or (3) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust an amount sufficient
for the purpose of paying and discharging the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and interest to the date of such deposit (in the case of Securities
which

                                       32
<PAGE>

have become due and payable on or prior to the date of such deposit) or to the
Stated Maturity or redemption date, as the case may be;

            (b) the Company has paid or caused to be paid all other sums payable
      hereunder by the Company; and

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

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 7.7, and, if money
shall have been deposited with the Trustee pursuant to clause (a) of this
Section, the provisions of Sections 2.4, 2.7, 2.8, 8.1 8.2 and 8.5 shall
survive.

      Section 8.2. Application of Trust Funds; Indemnification.

            (a) Subject to the provisions of Section 8.5, all money deposited
      with the Trustee pursuant to Section 8.1, all money and U.S. Government
      Obligations or Foreign Government Obligations deposited with the Trustee
      pursuant to Section 8.3 or 8.4 and all money received by the Trustee in
      respect of U.S. Government Obligations or Foreign Government Obligations
      deposited with the Trustee pursuant to Section 8.3 or 8.4, shall be held
      in trust and applied by it, in accordance with the provisions of the
      Securities and this Indenture, to the payment, either directly or through
      any Paying Agent (including the Company acting as its own Paying Agent) as
      the Trustee may determine, to the persons entitled thereto, of the
      principal and interest for whose payment such money has been deposited
      with or received by the Trustee or to make mandatory sinking fund payments
      or analogous payments as contemplated by Sections 8.3 or 8.4.

            (b) The Company shall pay and shall indemnify the Trustee against
      any tax, fee or other charge imposed on or assessed against U.S.
      Government Obligations or Foreign Government Obligations deposited
      pursuant to Sections 8.3 or 8.4 or the interest and principal received in
      respect of such obligations other than any payable by or on behalf of
      Holders.

            (c) The Trustee shall deliver or pay to the Company from time to
      time upon Company Request any U.S. Government Obligations or Foreign
      Government Obligations or money held by it as provided in Sections 8.3 or
      8.4 which, in the opinion of a nationally recognized firm of independent
      certified public accountants expressed in a written certification thereof
      delivered to the Trustee, are then in excess of the amount thereof which
      then would have been required to be deposited for the purpose for which
      such U.S. Government Obligations or Foreign Government Obligations or
      money were deposited or received. This provision shall not authorize the
      sale by the Trustee of any U.S. Government Obligations or Foreign
      Government Obligations held under this Indenture.

      Section 8.3. Legal Defeasance of Securities of any Series.

                                       33
<PAGE>

            Unless this Section 8.3 is otherwise specified, pursuant to Section
2.2.21, to be inapplicable to Securities of any Series, the Company shall be
deemed to have paid and discharged the entire indebtedness on all the
outstanding Securities of such Series on the 91st day after the date of the
deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such outstanding Securities of such Series, shall no
longer be in effect (and the Trustee, at the expense of the Company, shall, at
Company Request, execute proper instruments acknowledging the same), except as
to:

            (a) the rights of Holders of Securities of such Series to receive,
      from the trust funds described in subparagraph (d) hereof, (i) payment of
      the principal of and each installment of principal of and interest on the
      outstanding Securities of such Series on the Stated Maturity of such
      principal or installment of principal or interest and (ii) the benefit of
      any mandatory sinking fund payments applicable to the Securities of such
      Series on the day on which such payments are due and payable in accordance
      with the terms of this Indenture and the Securities of such Series;

            (b) the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and

            (c) the rights, powers, trust and immunities of the Trustee
      hereunder; provided that, the following conditions shall have been
      satisfied:

            (d) the Company shall have deposited or caused to be deposited
      irrevocably 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 such Securities (i) in
      the case of Securities of such Series denominated in Dollars, cash in
      Dollars (or such other money or currencies as shall then be legal tender
      in the United States) and/or U.S. Government Obligations, or (ii) in the
      case of Securities of such Series denominated in a Foreign Currency (other
      than a composite currency), money and/or Foreign Government Obligations,
      which through the payment of interest and principal in respect thereof, in
      accordance with their terms, will provide (and without reinvestment and
      assuming no tax liability will be imposed on such Trustee), not later than
      one day before the due date of any payment of money, an amount in cash,
      sufficient, in the opinion of a nationally recognized firm of independent
      public accountants expressed in a written certification thereof delivered
      to the Trustee, to pay and discharge each installment of principal
      (including mandatory sinking fund or analogous payments) of and interest,
      if any, on all the Securities of such Series on the dates such
      installments of interest or principal are due;

            (e) such deposit will not result in a breach or violation of, or
      constitute a default under, this Indenture or any other agreement or
      instrument to which the Company is a party or by which it is bound;

            (f) no Default or Event of Default with respect to the Securities of
      such Series shall have occurred and be continuing on the date of such
      deposit or during the period ending on the 91st day after such date;

                                       34
<PAGE>

            (g) the Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel to the effect that (i) the Company
      has received from, or there has been published by, the Internal Revenue
      Service a ruling, or (ii) since the date of execution of this Indenture,
      there has been a change in the applicable Federal income tax law, in
      either case to the effect that, and based thereon such Opinion of Counsel
      shall confirm that, the Holders of the Securities of such Series will not
      recognize income, gain or loss for Federal income tax purposes as a result
      of such deposit, defeasance and discharge and will be subject to 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 deposit, defeasance and discharge had
      not occurred;

            (h) the Company shall have delivered to the Trustee an Officers'
      Certificate stating that the deposit was not made by the Company with the
      intent of preferring the Holders of the Securities of such Series over any
      other creditors of the company or with the intent of defeating, hindering,
      delaying or defrauding any other creditors of the Company;

            (i) such deposit shall not result in the trust arising from such
      deposit constituting an investment company (as defined in the Investment
      Company Act of 1940, as amended), or such trust shall be qualified under
      such Act or exempt from regulation thereunder; and

            (j) the Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent provided for relating to the defeasance contemplated by this
      Section have been complied with.

      Section 8.4. Covenant Defeasance.

            Unless this Section 8.4 is otherwise specified pursuant to Section
2.2.21 to be inapplicable to Securities of any Series, on and after the 91st day
after the date of the deposit referred to in subparagraph (a) hereof, the
Company may omit to comply with any term, provision or condition set forth under
Sections 4.2, 4.3, 4.4, 4.5, 4.6, and 5.1 as well as any additional covenants
contained in a supplemental indenture hereto for a particular Series of
Securities or a Board Resolution or an Officers' Certificate delivered pursuant
to Section 2.2.21 (and the failure to comply with any such covenants shall not
constitute a Default or Event of Default under Section 6.1) and the occurrence
of any event described in clause (e) of Section 6.1 shall not constitute a
Default or Event of Default hereunder, with respect to the Securities of such
Series, provided that the following conditions shall have been satisfied:

            (a) With reference to this Section 8.4, the Company has deposited or
      caused to be irrevocably deposited (except as provided in Section 8.2(c))
      with the Trustee as trust funds in trust, specifically pledged as security
      for, and dedicated solely to, the benefit of the Holders of such
      Securities (i) in the case of Securities of such Series denominated in
      Dollars, cash in Dollars (or such other money or currencies as shall then
      be legal tender in the United States) and/or U.S. Government Obligations,
      or (ii) in the case of Securities of such Series denominated in a Foreign
      Currency (other than a composite currency), money and/or Foreign
      Government Obligations, which through the payment of interest

                                       35
<PAGE>

      and principal in respect thereof, in accordance with their terms, will
      provide (and without reinvestment and assuming no tax liability will be
      imposed on such Trustee), not later than one day before the due date of
      any payment of money, an amount in cash, sufficient, in the opinion of a
      nationally recognized firm of independent certified public accountants
      expressed in a written certification thereof delivered to the Trustee, to
      pay principal and interest, if any, on and any mandatory sinking fund in
      respect of the Securities of such Series on the dates such installments of
      interest or principal are due;

            (b) Such deposit will not result in a breach or violation of, or
      constitute a default under, this Indenture or any other agreement or
      instrument to which the Company is a party or by which it is bound;

            (c) No Default or Event of Default with respect to the Securities of
      such Series shall have occurred and be continuing on the date of such
      deposit or during the period ending on the 91st day after such date;

            (d) the Company shall have delivered to the Trustee an Opinion of
      Counsel confirming that Holders of the Securities of such Series will not
      recognize income, gain or loss for federal income tax purposes as a result
      of such deposit and defeasance and will be subject to federal income tax
      on the same amounts, in the same manner and at the same times as would
      have been the case if such deposit and defeasance had not occurred;

            (e) the Company shall have delivered to the Trustee an Officers'
      Certificate stating the deposit was not made by the Company with the
      intent of preferring the Holders of the Securities of such Series over any
      other creditors of the Company or with the intent of defeating, hindering,
      delaying or defrauding any other creditors of the Company; and

            (f) The Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the defeasance contemplated by
      this Section have been complied with.

      Section 8.5. Repayment to Company.

            The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal and interest that
remains unclaimed for two years. After that, Securityholders entitled to the
money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

      Section 8.6. Reinstatement.

            If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Sections 8.1, 8.3 or 8.4, as the case
may be, 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 Company's obligations under this Indenture and
the Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.1, 8.3 or 8.4, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in

                                       36
<PAGE>

accordance with Section 8.1, 8.3 or 8.4, as the case may be; provided, however,
that if the Company makes any payment of principal of, premium, if any, or
interest on any Securities because of reinstatement of its obligations, the
Company shall be subrogated to the rights of the holders of such Securities to
receive such payment from the money or U.S. Government Obligations held by the
Trustee or Paying Agent.

                                  ARTICLE IX.
                             AMENDMENTS AND WAIVERS

      Section 9.1. Without Consent of Holders.

            The Company and the Trustee may amend or supplement this Indenture
or the Securities of one or more Series without the consent of any
Securityholder:

            (a) to cure any ambiguity, defect or inconsistency;

            (b) to comply with Article V;

            (c) to provide for uncertificated Securities in addition to or in
      place of certificated Securities;

            (d) to make any change that does not adversely affect the rights of
      any Securityholder in any material respect;

            (e) to provide for the issuance of and establish the form and terms
      and conditions of Securities of any Series as permitted by this Indenture;

            (f) 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; or

            (g) to comply with requirements of the SEC in order to effect or
      maintain the qualification of this Indenture under the TIA.

      Section 9.2. With Consent of Holders.

            The Company and the Trustee may enter into a supplemental indenture
with the written consent of the Holders of at least a majority in principal
amount of the outstanding Securities of each Series affected by such
supplemental indenture (including consents obtained in connection with a tender
offer or exchange offer for the Securities of such Series), for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Securityholders of each such Series. Except as
provided in Section 6.13, the Holders of at least a majority in principal amount
of the outstanding Securities of each Series affected by such waiver by notice
to the Trustee (including consents obtained in connection with a tender offer or
exchange offer for the Securities of such Series) may waive compliance by the
Company with any provision of this Indenture or the Securities with respect to
such Series.

                                       37
<PAGE>

            It shall not be necessary for the consent of the Holders of
Securities under this Section 9.2 to approve the particular form of any proposed
supplemental indenture or waiver, but it shall be sufficient if such consent
approves the substance thereof. After a supplemental indenture or waiver under
this Section becomes effective, the Company shall mail to the Holders of
Securities affected thereby and, if any Bearer Securities affected thereby are
outstanding, publish on one occasion in an Authorized Newspaper, a notice
briefly describing the supplemental indenture or waiver. Any failure by the
Company to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture or waiver.

      Section 9.3. Limitations.

            Without the consent of each Securityholder affected, an amendment or
waiver may not:

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

            (b) reduce the rate of or extend the time for payment of interest
      (including default interest) on any Security;

            (c) reduce the principal or change the Stated Maturity of any
      Security or reduce the amount of, or postpone the date fixed for, the
      payment of any sinking fund or analogous obligation;

            (d) reduce the principal amount of Discount Securities payable upon
      acceleration of the maturity thereof;

            (e) waive a Default or Event of Default in the payment of the
      principal of or interest, if any, on any Security (except a rescission of
      acceleration of the Securities of any Series by the Holders of at least a
      majority in principal amount of the outstanding Securities of such Series
      and a waiver of the payment default that resulted from such acceleration);

            (f) make the principal of or interest, if any, on any Security
      payable in any currency other than that stated in the Security;

            (g) make any change in Sections 6.8, 6.13, 9.3 (this sentence),
      10.15 or 10.16; or

            (h) waive a redemption payment with respect to any Security or
      change any of the provisions with respect to the redemption of any
      Securities.

      Section 9.4. Compliance with Trust Indenture Act.

            Every amendment to this Indenture or the Securities of one or more
Series shall be set forth in a supplemental indenture hereto that complies with
the TIA as then in effect.

      Section 9.5. Revocation and Effect of Consents.

                                       38
<PAGE>

            Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Security 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 Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment or waiver becomes effective.

            Any amendment or waiver once effective shall bind every
Securityholder of each Series affected by such amendment or waiver unless it is
of the type described in any of clauses (a) through (g) of Section 9.3. In that
case, the amendment or waiver shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security.

      Section 9.6. Notation on or Exchange of Securities.

            The Trustee may place an appropriate notation about an amendment or
waiver on any Security of any Series thereafter authenticated. The Company in
exchange for Securities of that Series may issue and the Trustee shall
authenticate upon request new Securities of that Series that reflect the
amendment or waiver.

      Section 9.7. Trustee Protected.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 7.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee shall sign all
supplemental indentures, except that the Trustee need not sign any supplemental
indenture that adversely affects its rights.

                                   ARTICLE X.
                                  MISCELLANEOUS

      Section 10.1. Trust Indenture Act Controls.

            If any provision of this Indenture limits, qualifies, or conflicts
with another provision which is required or deemed to be included in this
Indenture by the TIA, such required or deemed provision shall control.

      Section 10.2. Notices.

            Any notice or communication by the Company or the Trustee to the
other is duly given if in writing and delivered in person or mailed by
first-class mail:

if to the Company:

            Santarus, Inc.
            10590 West Ocean Air Drive, Suite 200

                                       39
<PAGE>

            San Diego, CA 92130
            Attention: Chief Financial Officer

if to the Trustee:

            U.S. Bank National Association
            EP-MN-WS3C
            60 Livingston Avenue
            St. Paul, MN 55107
            Attn: Corporate Trust Services

            The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

            Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar and,
if any Bearer Securities are outstanding, published in an Authorized Newspaper.
Failure to mail a notice or communication to a Securityholder of any Series or
any defect in it shall not affect its sufficiency with respect to other
Securityholders of that or any other Series.

            If a notice or communication is mailed or published in the manner
provided above, within the time prescribed, it is duly given, whether or not the
Securityholder receives it.

            If the Company mails a notice or communication to Securityholders,
it shall mail a copy to the Trustee and each Agent at the same time.

      Section 10.3. Communication by Holders with Other Holders.

            Securityholders of any Series may communicate pursuant to TIA
Section 312(b) with other Securityholders of that Series or any other Series
with respect to their rights under this Indenture or the Securities of that
Series or all Series. The Company, the Trustee, the Registrar and anyone else
shall have the protection of TIA Section 312(c).

      Section 10.4. Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:

            (a) an Officers' Certificate stating that, in the opinion of the
      signers, all conditions precedent, if any, provided for in this Indenture
      relating to the proposed action have been complied with; and

            (b) an Opinion of Counsel stating that, in the opinion of such
      counsel, all such conditions precedent have been complied with.

      Section 10.5. Statements Required in Certificate or Opinion.

                                       40
<PAGE>

            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 Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

            (b) 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;

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

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

      Section 10.6. Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or a meeting of
Securityholders of one or more Series. Any Agent may make reasonable rules and
set reasonable requirements for its functions.

      Section 10.7. Legal Holidays.

            Unless otherwise provided by Board Resolution, Officers' Certificate
or supplemental indenture for a particular Series, a "LEGAL HOLIDAY" is any day
that is not a Business Day. 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 10.8. No Recourse Against Others.

            A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.

      Section 10.9. Counterparts.

            This Indenture may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

      Section 10.10. Governing Laws.

                                       41
<PAGE>

            THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH
STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

      Section 10.11. No Adverse Interpretation of Other Agreements.

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

      Section 10.12. Successors.

            All agreements of the Company in this Indenture and the Securities
shall bind its successor. All agreements of the Trustee in this Indenture shall
bind its successor.

      Section 10.13. 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 not in any way be affected or impaired
thereby.

      Section 10.14. 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.

      Section 10.15. Securities in a Foreign Currency or in ECU.

            Unless otherwise specified in a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate delivered pursuant to Section 2.2
of this Indenture with respect to a particular Series of Securities, whenever
for purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all Series
or all Series affected by a particular action at the time outstanding and, at
such time, there are outstanding Securities of any Series which are denominated
in a coin or currency other than Dollars (including ECUs), then the principal
amount of Securities of such Series which shall be deemed to be outstanding for
the purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate at such time. For purposes
of this Section 10.15, "MARKET EXCHANGE RATE" shall mean the noon Dollar buying
rate in New York City for cable transfers of that currency as published by the
Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market
Exchange Rate shall mean the rate of exchange determined by the Commission of
the European Union (or any successor thereto) as published in the Official
Journal of the European Union (such publication or any successor publication,
the "JOURNAL"). If such Market Exchange Rate is not available for any reason
with respect to such currency, the Trustee shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New
York or, in the case of ECUs, the rate

                                       42
<PAGE>

of exchange as published in the Journal, as of the most recent available date,
or quotations or, in the case of ECUs, rates of exchange from one or more major
banks in The City of New York or in the country of issue of the currency in
question or, in the case of ECUs, in Luxembourg or such other quotations or, in
the case of ECUs, rates of exchange as the Trustee, upon consultation with the
Company, shall deem appropriate. The provisions of this paragraph shall apply in
determining the equivalent principal amount in respect of Securities of a Series
denominated in currency other than Dollars in connection with any action taken
by Holders of Securities pursuant to the terms of this Indenture.

            All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Holders.

      Section 10.16. Judgment Currency.

            The Company agrees, to the fullest extent that it may effectively do
so under applicable law, that (a) if for the purpose of obtaining judgment in
any court it is necessary to convert the sum due in respect of the principal of
or interest or other amount on the Securities of any Series (the "REQUIRED
CURRENCY") into a currency in which a judgment will be rendered (the "JUDGMENT
CURRENCY"), the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York Banking Day,
then, the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, any recovery pursuant to any
judgment (whether or not entered in accordance with Subsection (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable, and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "NEW YORK BANKING DAY" means any day except a Saturday, Sunday or a
legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close.

                                  ARTICLE XI.
                                 SINKING FUNDS

      Section 11.1. Applicability of Article.

                                       43
<PAGE>

            The provisions of this Article shall be applicable to any sinking
fund for the retirement of the Securities of a Series, except as otherwise
permitted or required by any form of Security of such Series issued pursuant to
this Indenture.

            The minimum amount of any sinking fund payment provided for by the
terms of the Securities of any Series is herein referred to as a "MANDATORY
SINKING FUND PAYMENT" and any other amount provided for by the terms of
Securities of such Series is herein referred to as an "OPTIONAL SINKING FUND
PAYMENT." If provided for by the terms of Securities of any Series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 11.2. Each sinking fund payment shall be applied to the redemption of
Securities of any Series as provided for by the terms of the Securities of such
Series.

      Section 11.2. Satisfaction of Sinking Fund Payments with Securities.

            The Company may, in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of any Series to be made pursuant to
the terms of such Securities (1) deliver outstanding Securities of such Series
to which such sinking fund payment is applicable (other than any of such
Securities previously called for mandatory sinking fund redemption) and (2)
apply as credit Securities of such Series to which such sinking fund payment is
applicable and which have been redeemed either at the election of the Company
pursuant to the terms of such Series of Securities (except pursuant to any
mandatory sinking fund) or through the application of permitted optional sinking
fund payments or other optional redemptions pursuant to the terms of such
Securities, provided that such Securities have not been previously so credited.
Such Securities shall be received by the Trustee, together with an Officers'
Certificate with respect thereto, not later than 15 days prior to the date on
which the Trustee begins the process of selecting Securities for redemption, and
shall be credited for such purpose by the Trustee at the 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. If as a result of the
delivery or credit of Securities in lieu of cash payments pursuant to this
Section 11.2, the principal amount of Securities of such Series to be redeemed
in order to exhaust the aforesaid cash payment shall be less than $100,000, the
Trustee need not call Securities of such Series for redemption, except upon
receipt of a Company Order that such action be taken, and such cash payment
shall be held by the Trustee or a Paying Agent and applied to the next
succeeding sinking fund payment, provided, however, that the Trustee or such
Paying Agent shall from time to time upon receipt of a Company Order pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Securities of that
Series purchased by the Company having an unpaid principal amount equal to the
cash payment required to be released to the Company.

      Section 11.3. Redemption of Securities for Sinking Fund.

            Not less than 45 days (unless otherwise indicated in the Board
Resolution, supplemental indenture hereto or Officers' Certificate in respect of
a particular Series of Securities) prior to each sinking fund payment date for
any Series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory 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

                                       44
<PAGE>

is to be satisfied by delivering and crediting of Securities of that Series
pursuant to Section 11.2, and the optional amount, if any, to be added in cash
to the next ensuing mandatory sinking fund payment, and the Company shall
thereupon be obligated to pay the amount therein specified. Not less than 30
days (unless otherwise indicated in the Board Resolution, Officers' Certificate
or supplemental indenture in respect of a particular Series of Securities)
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 3.2 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 3.3. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
3.4, 3.5 and 3.6.

                                  ARTICLE XII.
                           SUBORDINATION OF SECURITIES

      Section 12.1. Agreement of Subordination.

            The Company covenants and agrees, and each Holder of Securities
issued hereunder by his acceptance thereof likewise covenants and agrees, that
all Securities shall be issued subject to the provisions of this Article XII;
and each Person holding any Security, whether upon original issue or upon
transfer, assignment or exchange thereof, accepts and agrees to be bound by such
provisions.

            The payment of the principal of, premium, if any, and interest on
all Securities (including, but not limited to, the redemption price with respect
to the Securities called for redemption in accordance with Article 3 as provided
in the Indenture) issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right of payment to the
prior payment in full of all Senior Indebtedness, whether outstanding at the
date of this Indenture or thereafter incurred.

            No provision of this Article XII shall prevent the occurrence of any
default or Event of Default hereunder.

      Section 12.2. Payments to Holders.

            No payment shall be made with respect to the principal of, or
premium, if any, or interest on the Securities (including, but not limited to,
the redemption price with respect to the Securities to be called for redemption
in accordance with Article III as provided in the Indenture), except payments
and distributions made by the Trustee as permitted by the first or second
paragraph of Section 12.5, if:

                  (i) a default in the payment of principal, premium, interest,
            rent or other obligations due on any Senior Indebtedness occurs and
            is continuing (or, in the case of Senior Indebtedness for which
            there is a period of grace, in the event of such a default that
            continues beyond the period of grace, if any, specified in the
            instrument or lease evidencing such Senior Indebtedness), unless and
            until such default shall have been cured or waived or shall have
            ceased to exist; or

                                       45
<PAGE>

                  (ii) a default, other than a payment default, on a Designated
            Senior Indebtedness occurs and is continuing that then permits
            holders of such Designated Senior Indebtedness to accelerate its
            maturity and the Trustee receives a notice of the default (a
            "PAYMENT BLOCKAGE NOTICE") from a Representative or the Company.

            If the Trustee receives any Payment Blockage Notice pursuant to
clause (ii) above, no subsequent Payment Blockage Notice shall be effective for
purposes of this Section unless and until (A) at least 365 days shall have
elapsed since the initial effectiveness of the immediately prior Payment
Blockage Notice, and (B) all scheduled payments of principal, premium, if any,
and interest on the Securities that have come due have been paid in full in
cash. No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the
basis for a subsequent Payment Blockage Notice.

            The Company may and shall resume payments on and distributions in
respect of the Securities upon the earlier of:

            (1) the date upon which the default is cured or waived or ceases to
exist, or

            (2) in the case of a default referred to in clause (ii) above, 179
days pass after notice is received if the maturity of such Designated Senior
Indebtedness has not been accelerated, unless this Article XII otherwise
prohibits the payment or distribution at the time of such payment or
distribution.

            Upon any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Senior Indebtedness shall first be paid in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness, or payment thereof in
accordance with its terms provided for in cash or other payment satisfactory to
the holders of such Senior Indebtedness, before any payment is made on account
of the principal of, premium, if any, or interest on the Securities (except
payments made pursuant to Article VI from monies deposited with the Trustee
pursuant thereto prior to commencement of proceedings for such dissolution,
winding-up, liquidation or reorganization); and upon any such dissolution or
winding-up or liquidation or reorganization of the Company or bankruptcy,
insolvency, receivership or other proceeding, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders of the Securities or the Trustee
would be entitled, except for the provision of this Article XII, shall (except
as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Holders of the Securities or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior Indebtedness (pro rata
to such holders on the basis of the respective amounts of Senior Indebtedness
held by such holders, or as otherwise required by law or a court order) or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent

                                       46
<PAGE>

necessary to pay all Senior Indebtedness in full, in cash or other payment
satisfactory to the holders of such Senior Indebtedness, after giving effect to
any concurrent payment or distribution to or for the holders of Senior
Indebtedness, before any payment or distribution or provision therefor is made
to the Holders of the Securities or to the Trustee.

            For purposes of this Article XII, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XII with respect
to the Securities to the payment of all Senior Indebtedness which may at the
time be outstanding; provided that (i) the Senior Indebtedness is assumed by the
new corporation, if any, resulting from any reorganization or readjustment, and
(ii) the rights of the holders of Senior Indebtedness (other than leases which
are not assumed by the Company or the new corporation, as the case may be) are
not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article V shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 12.2
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article V.

            In the event of the acceleration of the Securities because of an
Event of Default, no payment or distribution shall be made to the Trustee or any
Holder of Securities in respect of the principal of, premium, if any, or
interest on the Securities (including, but not limited to, the redemption price
with respect to the Securities called for redemption in accordance with Article
3 as provided in the Indenture), except payments and distributions made by the
Trustee as permitted by the first or second paragraph of Section 12.5, until all
Senior Indebtedness has been paid in full in cash or other payment satisfactory
to the holders of Senior Indebtedness or such acceleration is rescinded in
accordance with the terms of this Indenture. If payment of the Securities is
accelerated because of an Event of Default, the Company shall promptly notify
holders of Senior Indebtedness of the acceleration at the address set forth in
the notice from the Agent (or successor agent) to the Trustee as being the
address to which the Trustee should send its notice pursuant to this Section
12.2, unless there are no payment obligations of the Company thereunder and all
obligations thereunder to extend credit have been terminated or expired.

            In the event that, notwithstanding the foregoing provisions, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (including, without limitation, by way
of setoff or otherwise), prohibited by the foregoing, shall be received by the
Trustee or the Holders of the Securities before all Senior Indebtedness is paid
in full in cash or other payment satisfactory to the holders of such Senior
Indebtedness, or provision is made for such payment thereof in accordance with
its terms in cash or other payment satisfactory to the holders of such Senior
Indebtedness, such payment or distribution shall be held in trust for the
benefit of and shall be paid over or delivered to the holders of Senior
Indebtedness or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may
appear, as calculated by the

                                       47
<PAGE>

Company, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or
other payment satisfactory to the holders of such Senior Indebtedness, after
giving effect to any concurrent payment or distribution to or for the holders of
such Senior Indebtedness.

            Nothing in this Section 12.2 shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be
subject to the further provisions of Section 12.5.

      Section 12.3. Subrogation of Securities.

            Subject to the payment in full of all Senior Indebtedness, the
rights of the Holders of the Securities shall be subrogated to the extent of the
payments or distributions made to the holders of such Senior Indebtedness
pursuant to the provisions of this Article XII (equally and ratably with the
holders of all indebtedness of the Company which by its express terms is
subordinated to other indebtedness of the Company to substantially the same
extent as the Securities are subordinated and is entitled to like rights of
subrogation) to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company
applicable to the Senior Indebtedness until the principal, premium, if any, and
interest on the Securities shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article XII, and no payment over pursuant to the provisions of this Article XII,
to or for the benefit of the holders of Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as between the Company, its creditors other
than holders of Senior Indebtedness, and the Holders of the Securities, be
deemed to be a payment by the Company to or on account of the Senior
Indebtedness; and no payments or distributions of cash, property or securities
to or for the benefit of the Holders of the Securities pursuant to the
subrogation provisions of this Article XII, which would otherwise have been paid
to the holders of Senior Indebtedness shall be deemed to be a payment by the
Company to or for the account of the Securities. It is understood that the
provisions of this Article XII are and are intended solely for the purposes of
defining the relative rights of the Holders of the Securities, on the one hand,
and the holders of the Senior Indebtedness, on the other hand.

            Nothing contained in this Article XII or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as among the Company, its
creditors other than the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of (and premium, if any)
and interest on the Securities as and when the same shall become due and payable
in accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Securities and creditors of the Company other than
the holders of the Senior Indebtedness, nor shall anything herein or therein
prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article XII of the holders of Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.

                                       48
<PAGE>

            Upon any payment or distribution of assets of the Company referred
to in this Article XII, the Trustee, subject to the provisions of Section 7.1,
and the Holders of the Securities shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction in which such bankruptcy,
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidating trustee,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders of the Securities, for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon and all other facts pertinent thereto or to this Article XII.

      Section 12.4. Authorization to Effect Subordination.

            Each Holder of a Security by the holder's acceptance thereof
authorizes and directs the Trustee on the holder's behalf to take such action as
may be necessary or appropriate to effectuate the subordination as provided in
this Article XII and appoints the Trustee to act as the holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 6.3 hereof at least 30 days before the expiration of the
time to file such claim, the holders of any Senior Indebtedness or their
representatives are hereby authorized to file an appropriate claim for and on
behalf of the Holders of the Securities.

      Section 12.5. Notice to Trustee.

            The Company shall give prompt written notice in the form of an
Officers' Certificate to a Responsible Officer of the Trustee and to any paying
agent of any fact known to the Company which would prohibit the making of any
payment of monies to or by the Trustee or any paying agent in respect of the
Securities pursuant to the provisions of this Article XII. Notwithstanding the
provisions of this Article XII or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Securities pursuant to the provisions of this Article XII, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof at the Corporate Trust Office from the Company (in the form of an
Officers' Certificate) or a Representative or a holder or holders of Senior
Indebtedness or from any trustee thereof; and before the receipt of any such
written notice, the Trustee, subject to the provisions of Section 7.1, shall be
entitled in all respects to assume that no such facts exist; provided that if on
a date not fewer than two Business Days prior to the date upon which by the
terms hereof any such monies may become payable for any purpose (including,
without limitation, the payment of the principal of, or premium, if any, or
interest on any Security) the Trustee shall not have received, with respect to
such monies, the notice provided for in this Section 12.5, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such monies and to apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary
which may be received by it on or after such prior date.

            Notwithstanding anything in this Article XII to the contrary,
nothing shall prevent any payment by the Trustee to the Holders of monies
deposited with it pursuant to Section 8.1, and any such payment shall not be
subject to the provisions of Section 12.1 or 12.2.

                                       49
<PAGE>

            The Trustee, subject to the provisions of Section 7.1, shall be
entitled to rely on the delivery to it of a written notice by a Representative
or a person representing himself to be a holder of Senior Indebtedness (or a
trustee on behalf of such holder) to establish that such notice has been given
by a Representative or a holder of Senior Indebtedness or a trustee on behalf of
any such holder or holders. In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any person
as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XII, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such person, the extent to which such person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article XII, and if such
evidence is not furnished the Trustee may defer any payment to such person
pending judicial determination as to the right of such person to receive such
payment.

      Section 12.6. Trustee's Relation to Senior Indebtedness.

            The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article XII in respect of any Senior Indebtedness at
any time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in Section 7.11 or elsewhere in this Indenture shall
deprive the Trustee of any of its rights as such holder.

            With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article XII, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 7.1, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to Holders of Securities,
the Company or any other person money or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article XII or otherwise.

      Section 12.7. No Impairment of Subordination.

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

      Section 12.8. Article Applicable to Paying Agents.

            If 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 shall (unless the context otherwise requires) 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 in addition to or in place of the Trustee; provided, however, that the
first

                                       50
<PAGE>

paragraph of Section 12.5 shall not apply to the Company or any Affiliate of the
Company if it or such Affiliate acts as Paying Agent.

      Section 12.9. Senior Indebtedness Entitled to Rely.

            The holders of Senior Indebtedness (including, without limitation,
Designated Senior Indebtedness) shall have the right to rely upon this Article
XII, and no amendment or modification of the provisions contained herein shall
diminish the rights of such holders unless such holders shall have agreed in
writing thereto.

                                       51
<PAGE>

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

                                              SANTARUS, INC.

                                              By: ______________________________
                                                  Name:
                                                  Its:

                                              U.S. BANK NATIONAL ASSOCIATION

                                              By: ______________________________
                                                  Name:
                                                  Its: