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                                                                     EXHIBIT 4.2

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                         CITIZENS COMMUNICATIONS COMPANY

                                       AND

                            THE CHASE MANHATTAN BANK

                                   as Trustee

                             Subordinated Indenture

                           Dated as of ________, 200_

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                             CROSS REFERENCE SHEET*

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

      Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of
----, 200_, between Citizens Communications Company and The Chase Manhattan
Bank, as Trustee:

Section of the Act                                    Section of Indenture
------------------                                    --------------------

310(a)(1), (2) and (5)..............6.9
310(a)(3) and (4)...................Inapplicable
310(b)..............................6.8 and 6.10(a), (b) and (d)
310(c)..............................Inapplicable
311(a)..............................6.13
311(b)..............................6.13
311(c)..............................Inapplicable
312(a)..............................4.1 and 4.2(a)
312(b)..............................4.2(a) and (b)(i) and (ii)
312(c)..............................4.2(c)
313(a)..............................4.4(a)
313(a)(5)...........................Inapplicable
313(b)(1)...........................Inapplicable
313(b)(2)...........................4.4
313(c)..............................4.4
313(d)..............................4.4(b)
314(a)..............................4.3
314(b)..............................Inapplicable
314(c)(1) and (2)...................11.5
314(c)(3)...........................Inapplicable
314(d)..............................Inapplicable
314(e)..............................11.5
314(f)..............................Inapplicable
315(a), (c) and (d).................6.1
315(b)..............................5.11
315(e)..............................5.12
316(a)(1)...........................5.9 and 5.10
316(a)(2)...........................Not required
316(a) (last sentence)..............7.4
316(b)..............................5.7
317(a)..............................5.2
317(b)..............................3.5(a)
318(a)..............................11.7

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*     This Cross Reference Sheet is not part of the Indenture.

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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE ONE DEFINITIONS......................................................1

      SECTION 1.1.  Definitions..............................................1

ARTICLE TWO SECURITIES.......................................................7

      SECTION 2.1.   Forms Generally.........................................7
      SECTION 2.2.   Form of Trustee's Certificate of Authentication.........8
      SECTION 2.3.   Amount Unlimited Issuable in Series.....................8
      SECTION 2.4.   Authentication and Delivery of Securities..............11
      SECTION 2.5.   Execution of Securities................................14
      SECTION 2.6.   Certificate of Authentication..........................14
      SECTION 2.7.   Denomination and Date of Securities; Payments of
                     Interest ..............................................15
      SECTION 2.8.   Registration, Transfer and Exchange....................15
      SECTION 2.9.   Mutilated, Defaced, Destroyed, Lost and Stolen
                     Securities ............................................18
      SECTION 2.10.   Cancellation of Securities; Disposition Thereof.......18
      SECTION 2.11.   Temporary Securities..................................19
      SECTION 2.12.   CUSIP Numbers.........................................19

ARTICLE THREE COVENANTS OF THE ISSUER.......................................19

      SECTION 3.1.   Payment of Principal and Interest......................19
      SECTION 3.2.   Offices for Notices and Payments, etc..................19
      SECTION 3.3.   Appointments to Fill Vacancies in Trustee's Office.....20
      SECTION 3.4.   Provision as to Paying Agent...........................20

ARTICLE FOUR SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND
      THE TRUSTEE ..........................................................21

      SECTION 4.1.   Issuer to Furnish Trustee Information as to Names and
                     Addresses of Securityholders...........................21
      SECTION 4.2.   Preservation and Disclosure of Securityholders Lists...21
      SECTION 4.3.   Reports by the Issuer..................................22
      SECTION 4.4.   Reports by the Trustee.................................23

ARTICLE FIVE REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS ON EVENT OF
      DEFAULT ..............................................................24

      SECTION 5.1.   Event of Default.......................................24
      SECTION 5.2.   Collection of Indebtedness By Trustee..................27
      SECTION 5.3.   Application of Proceeds................................28
      SECTION 5.4.   Suits for Enforcements.................................29


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      SECTION 5.5.   Restoration of Rights on Abandonment of Proceedings....30
      SECTION 5.6.   Limitations on Suits by Security Holders...............30
      SECTION 5.7.   Unconditional Right of Securityholders to Institute
                     Certain Suits..........................................30
      SECTION 5.8.   Powers and Remedies Cumulative; Delay or Omission
                     Not Wavier of Default..................................30
      SECTION 5.9.   Control by Holders of Securities.......................31

ARTICLE SIX CONCERNING THE TRUSTEE..........................................32

      SECTION 6.1.   Duties and Responsibilities of the Trustee; During
                     Default; Prior to Default..............................32
      SECTION 6.2.   Certain Rights of the Trustee..........................33
      SECTION 6.3.   Trustee Not Responsible for Recitals, Disposition
                     of Securities or Application of Proceeds Thereof.......35
      SECTION 6.4.   Trustee and Agents May Hold Securities; Collections,
                     etc. ..................................................35
      SECTION 6.5.   Moneys Held by Trustee.................................35
      SECTION 6.6.   Compensation and Indemnification of Trustee and Its
                     Prior Claim ...........................................35
      SECTION 6.7.   Right of Trustee to Rely on Officers' Certificate,
                     etc. ..................................................36
      SECTION 6.8.   Qualification of Trustee; Conflicting Interests........36
      SECTION 6.9.   Persons Eligible for Appointment as Trustee;
                     Different Trustees for Different Series................36
      SECTION 6.10.   Resignation and Removal; Appointment of Successor
                      Trustee ..............................................37
      SECTION 6.11.   Acceptance of Appointment by Successor Trustee........38
      SECTION 6.12.   Merger, Conversion, Consolidation or Succession to
                      Business of Trustee...................................39
      SECTION 6.13.   Preferential Collection of Claims Against the Issuer..39
      SECTION 6.14.   Appointment of Authenticating Agent...................39

ARTICLE SEVEN CONCERNING THE SECURITYHOLDERS................................40

      SECTION 7.1.   Evidence of Action Taken by Securityholders............40
      SECTION 7.2.   Proof of Execution of Instruments and of Holding of
                     Securities ............................................41
      SECTION 7.3.   Holders to be Treated as Owners........................41
      SECTION 7.4.   Securities Owned by Issuer Deemed Not Outstanding......41
      SECTION 7.5.   Right of Revocation of Action Taken....................42
      SECTION 7.6.   Record Date for Consents and Waivers...................42

ARTICLE EIGHT SUPPLEMENTAL INDENTURES.......................................42

      SECTION 8.1.   Supplemental Indentures Without Consent of
                     Securityholders .......................................42
      SECTION 8.2.   Supplemental Indentures with Consent of
                     Securityholders .......................................44
      SECTION 8.3.   Effect of Supplemental Indenture.......................45
      SECTION 8.4.   Documents to Be Given to Trustee.......................46
      SECTION 8.5.   Notation on Securities in Respect of Supplemental
                     Indentures ............................................46

ARTICLE NINE CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE OR OTHER
      DISPOSITION ..........................................................46


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      SECTION 9.1.   Issuer May Consolidate, etc., on Certain Terms.........46
      SECTION 9.2.   Successor Corporation to be Substituted................47
      SECTION 9.3.   Opinion of Counsel to be Given Trustee.................47

ARTICLE TEN SATISFACTION AND DISCHARGE OF INDENTURE; COVENANT DEFEASANCE;
      UNCLAIMED MONEYS .....................................................48

      SECTION 10.1.   Satisfaction and Discharge of Indenture; Covenant
                      Defeasance ...........................................48
      SECTION 10.2.   Application by Trustee of Funds Deposited for
                      Payment of Securities.................................50
      SECTION 10.3.   Repayment of Moneys Held by Paying Agent..............50
      SECTION 10.4.   Return of Moneys Held by Trustee and Paying Agent
                      Unclaimed for Two Years...............................50
      SECTION 10.5.   Indemnity for U.S. Government Obligations.............51

ARTICLE ELEVEN MISCELLANEOUS PROVISIONS.....................................51

      SECTION 11.1.   Partners, Incorporators, Stockholders, Officers and
                      Directors of Issuer Exempt from Individual
                      Liability.............................................51
      SECTION 11.2.   Provisions of Indenture for the Sole Benefit of
                      Parties and Holders of Securities.....................51
      SECTION 11.3.   Successors and Assigns of Issuer Bound by Indenture...51
      SECTION 11.4.   Notices and Demands on Issuer, Trustee and Holders
                      of Securities.........................................51
      SECTION 11.5.   Officers' Certificates and Opinions of Counsel;
                      Statements to Be Contained Therein....................52
      SECTION 11.6.   Payments Due on Saturdays, Sundays and Holidays.......53
      SECTION 11.7.   Conflict of Any Provision of Indenture with Trust
                      Indenture Act of 1939.................................53
      SECTION 11.8.   GOVERNING LAW.........................................53
      SECTION 11.9.   Counterparts..........................................53
      SECTION 11.10.   Effect of Headings...................................53

ARTICLE TWELVE REDEMPTION OF SECURITIES AND SINKING FUNDS...................54

      SECTION 12.1.   Applicability of Article..............................54
      SECTION 12.2.   Notice of Redemption; Partial Redemptions.............54
      SECTION 12.3.   Payment of Securities Called for Redemption...........55
      SECTION 12.4.   Exclusion of Certain Securities from Eligibility
                      for Selection for Redemption..........................56
      SECTION 12.5.   Mandatory and Optional Sinking Funds..................56

ARTICLE THIRTEEN SUBORDINATION..............................................58

      SECTION 13.1.   Securities Subordinated to Senior Indebtedness........58
      SECTION 13.2.   Reliance on Certificate of Liquidating Agent;
                      Further Evidence as to Ownership of Senior
                      Indebtedness..........................................61
      SECTION 13.3.   Payment Permitted If No Default.......................61


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      SECTION 13.4.   Disputes with Holders of Certain Senior Indebtedness..61
      SECTION 13.5.   Trustee Not Charged with Knowledge of Prohibition.....62
      SECTION 13.6.   Trustee to Effectuate Subordination...................62
      SECTION 13.7.   Rights of Trustee as Holder of Senior Indebtedness....62
      SECTION 13.8.   Article Applicable to Paying Agents...................62
      SECTION 13.9.   Subordination Rights Not Impaired by Acts or
                      Omissions of the Issuer or Holders of Senior
                      Indebtedness..........................................63
      SECTION 13.10.   Trustee Not Fiduciary for Holders of Senior
                       Indebtedness ........................................63


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                             SUBORDINATED INDENTURE

            SUBORDINATED INDENTURE, dated as of ____________, 200_, between
Citizens Communications Company, a Delaware corporation (the "Issuer"), and The
Chase Manhattan Bank, as trustee (the "Trustee").

                              W I T N E S S E T H :

            WHEREAS, the Issuer has duly authorized the issuance from time to
time of its unsecured subordinated debentures, notes or other evidences of
indebtedness to be issued in one or more series (the "Securities") up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture;

            WHEREAS, the Issuer has duly authorized the execution and delivery
of this Indenture to provide, among other things, for the authentication,
delivery and administration of the Securities; and

            WHEREAS, all things necessary to make this Indenture a valid
indenture and agreement according to its terms have been undertaken and
completed;

            NOW, THEREFORE:

            In consideration of the premises and the purchases of the Securities
by the Holders (as hereinafter defined) thereof, the Issuer and the Trustee
mutually covenant and agree for the equal and proportionate benefit of the
respective Holders from time to time of the Securities as follows:

                                   ARTICLE ONE
                                   DEFINITIONS

            SECTION 1.1.

            For all purposes of this Indenture and of any indenture supplemental
hereto the following terms shall have the respective meanings specified in this
Section 1.1 (except as otherwise expressly provided herein or in any indenture
supplemental hereto or unless the context otherwise clearly requires). All other
terms used in this Indenture that are defined in the Trust Indenture Act of
1939, including terms defined therein by reference to the Securities Act of
1933, as amended (the "Securities Act"), shall have the meanings assigned to
such terms in said Trust Indenture Act of 1939 and in said Securities Act as in
force at the date of this Indenture (except as otherwise expressly provided
herein or in any indenture supplemental hereto or unless the context otherwise
clearly requires).

            All accounting terms used herein and not expressly defined shall
have the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term "generally accepted accounting principles"
means such accounting principles as are generally accepted on the date of this
Indenture.


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            The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision. The expressions "date of this Indenture",
"date hereof", "date as of which this Indenture is dated" and "date of execution
and delivery of this Indenture" and other expressions of similar import refer to
the effective date of the original execution and delivery of this Indenture,
viz. as of _____________________.

            The terms defined in this Article have the meanings assigned to them
in this Article and include the plural as well as the singular.

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

            "Authenticating Agent" shall have the meaning set forth in Section
6.14.

            "Bankruptcy Code" means the United States Bankruptcy Code, 11 United
States Codess.ss.101 et seq., or any successor statute thereto.

            "Board of Directors" means either the Board of Directors of the
Issuer or any committee of such Board duly authorized to act on its behalf.

            "Board Resolution" means one or more resolutions, certified by the
secretary or an assistant secretary of the Issuer to have been duly adopted or
consented to by the Board of Directors and to be in full force and effect, and
delivered to the Trustee.

            "Business Day" means, with respect to any Security, unless otherwise
specified in a Board Resolution and an Officers' Certificate with respect to a
particular series of Securities, a day that (a) in the Place of Payment (or in
any of the Places of Payment, if more than one) in which amounts are payable, as
specified in the form of such Security, and (b) in the city in which the
Corporate Trust Office is located, is not a Saturday or Sunday or a day on which
banking institutions are authorized or required by law or regulation to close.

            "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution and delivery of this Indenture
such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act of 1939, then the body performing such duties on
such date.

            "Corporate Trust Office" means the office of the Trustee of a series
of Securities at which the trust created by this Indenture shall, at any
particular time, be principally administered, which office is, at the date as of
which this Indenture is dated, located at 450 W. 33rd Street, New York, New York
10001.

            "Coupon" means any interest coupon appertaining to an Unregistered
Security.


                                      -2-
<PAGE>

            "Depositary" means, with respect to the Securities of any series
issuable or issued in the form of one or more Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.3 until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Depositary" shall mean or include each Person who is
then a Depositary hereunder, and, if at any time there is more than one such
Person, "Depositary" as used with respect to the Securities of any such series
shall mean the Depositary with respect to the Global Securities of such series.

            "Dollars" and the sign "$" means the coin and currency of the United
States of America as at the time of payment is legal tender for the payment of
public and private debts.

            "[EURO]" means the commonly used coin and currency jointly adopted
by twelve members of the European Union as at the time of payment is legal
tender for the payment of public and private debts.

            "Event of Default" means any event or condition specified as such in
Section 5.1.

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

            "Global Security" means a Security evidencing all or a part of a
series of Securities issued to the Depositary for such series in accordance with
Section 2.3 and bearing the legend prescribed in Section 2.4.

            "Holder", "Holder of Securities", "Securityholder" or other similar
terms mean, in the case of any Security, the Person in whose name such Security
is registered in the security register kept by the Issuer for that purpose in
accordance with the terms hereof.

            "Indebtedness" with respect to any Person, means, without
duplication:

            (a) (i) the principal of and premium, if any, and interest, if any,
            on indebtedness for money borrowed of such Person, indebtedness of
            such Person evidenced by bonds, notes, debentures or similar
            obligations, and any guaranty by such Person of any indebtedness for
            money borrowed or indebtedness evidenced by bonds, notes, debentures
            or similar obligations of any other Person, whether any such
            indebtedness or guaranty is outstanding on the date of this
            Indenture or is thereafter created, assumed or incurred, (ii)
            obligations of such Person for the reimbursement of any obligor on
            any letter of credit, banker's acceptance or similar credit
            transaction; (iii) the principal of and premium, if any, and
            interest, if any, on indebtedness incurred, assumed or guaranteed by
            such Person in connection with the acquisition by it or any of its
            subsidiaries of any other businesses, properties or other assets;
            (iv) lease obligations which such Person capitalized in accordance
            with Statement of Financial Accounting Standards No. 13 promulgated
            by the Financial Accounting Standards Board or such other generally
            accepted accounting principles as may be from time to time in
            effect; (v) any indebtedness of such Person representing the balance
            deferred and unpaid of the purchase price of any property or
            interest therein (except any such balance that constitutes an
            accrued expense or trade payable) and any guaranty, endorsement or
            other contingent obligation of such Person in respect of any


                                      -3-
<PAGE>

            indebtedness of another that is outstanding on the date of this
            Indenture or is thereafter created, assumed or incurred by such
            Person; and (vi) obligations of such Person under interest rate,
            commodity or currency swaps, caps, collars, options and similar
            arrangements; and

            (b) any amendments, modifications, refundings, renewals or
            extensions of any indebtedness or obligation described as
            Indebtedness in clause (a) above.

            "Indenture" means this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended or
supplemented or both, including, for all purposes of this instrument and any
such supplement, the provisions of the Trust Indenture Act of 1939 that are
deemed to be a part of and govern this instrument and any such supplement,
respectively, and shall include the forms and terms of particular series of
Securities established as contemplated hereunder.

            "interest" means, when used with respect to non-interest bearing
Securities (including, without limitation, any Original Issue Discount Security
that by its terms bears interest only after maturity or upon default in any
other payment due on such Security), interest payable after maturity (whether at
stated maturity, upon acceleration or redemption or otherwise) or after the
date, if any, on which the Issuer becomes obligated to acquire a Security,
whether upon conversion, by purchase or otherwise.

            "Issuer" means Citizens Communications Company, a Delaware
corporation, and, subject to Article Nine, its successors and assigns.

            "Issuer Order" means a written statement, request or order of the
Issuer which is signed in its name by the chairman of the Board of Directors,
the president or any vice president of the Issuer, and delivered to the Trustee.

            "Officers' Certificate", when used with respect to the Issuer, means
a certificate signed by the chairman of the Board of Directors, the president,
or any vice president and by the treasurer, any assistant treasurer, the
controller, any assistant controller, the secretary or any assistant secretary
of the Issuer. Each such certificate shall include the statements provided for
in Section 11.5 if and to the extent required by the provisions of such Section
11.5. One of the officers signing an Officers' Certificate given pursuant to
Section 4.3 shall be the principal executive, financial or accounting officer of
the Issuer.

            "Opinion of Counsel" means an opinion in writing signed by the chief
counsel of the Issuer or by such other legal counsel who may be an employee of
or counsel to the Issuer and who shall be reasonably satisfactory to the
Trustee. Each such opinion shall include the statements provided for in Section
11.5 if and to the extent required by the provisions of such Section 11.5.

            "original issue date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.


                                      -4-
<PAGE>

            "original issue discount" of any debt security, including any
Original Issue Discount Security, means the difference between the principal
amount of such debt security and the initial issue price of such debt security
(as set forth in the case of an Original Issue Discount Security on the face of
such Security).

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

            "Outstanding" when used with reference to Securities, shall, subject
to the provisions of Section 7.4, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture,
except:

                  (a) Securities theretofore cancelled by the Trustee or
            delivered to the Trustee for cancellation;

                  (b) Securities (other than Securities of any series as to
            which the provisions of Article Ten hereof shall not be applicable),
            or portions thereof, for the payment or redemption of which moneys
            or U.S. Government Obligations (as provided for in Section 10.1) in
            the necessary amount shall have been deposited in trust with the
            Trustee or with any paying agent (other than the Issuer) or shall
            have been set aside, segregated and held in trust by the Issuer for
            the Holders of such Securities (if the Issuer shall act as its own
            paying agent), provided that, if such Securities, or portions
            thereof, are to be redeemed prior to the maturity thereof, notice of
            such redemption shall have been given as herein provided, or
            provision satisfactory to the Trustee shall have been made for
            giving such notice; and

                  (c) Securities which shall have been paid or in substitution
            for which other Securities shall have been authenticated and
            delivered pursuant to the terms of Section 2.9 (except with respect
            to any such Security as to which proof satisfactory to the Trustee
            is presented that such Security is held by a Person in whose hands
            such Security is a legal, valid and binding obligation of the
            Issuer).

            In determining whether the Holders of the requisite aggregate
principal amount of Outstanding Securities of any or all series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding for such purposes shall be the portion of the principal amount
thereof that would be due and payable as of the date of such determination (as
certified by the Issuer to the Trustee) upon a declaration of acceleration of
the maturity thereof pursuant to Article Five.

            "Periodic Offering" means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated maturity
or maturities thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Issuer or its agents upon the issuance of
such Securities.


                                      -5-
<PAGE>

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

            "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and interest, if any,
on the Securities of such series are payable as determined in accordance with
Section 2.3.

            "principal" of a debt security, including any Security, means the
amount (including, without limitation, if and to the extent applicable, any
premium and, in the case of an Original Issue Discount Security, any accrued
original issue discount, but excluding interest) that is payable with respect to
such debt security as of any date and for any purpose (including, without
limitation, in connection with any sinking fund, if any, upon any redemption at
the option of the Issuer, upon any purchase or exchange at the option of the
Issuer or the holder of such debt security and upon any acceleration of the
maturity of such debt security).

            "principal amount" of a debt security, including any Security, means
the principal amount as set forth on the face of such debt security.

            "record date" shall have the meaning set forth in Section 2.7.

            "Registered Global Security" means a Security evidencing all or a
part of a series of Registered Securities, issued to the Depositary for such
series in accordance with Section 2.4, and bearing the legend prescribed in
Section 2.4 and any other legend required by the Depositary for such series.

            "Registered Security" means any Security registered on the Security
register of the Issuer.

            "Responsible Officer", when used with respect to the Trustee of a
series of Securities, means any officer of the Trustee with direct
responsibility for the administration of the trust created by this Indenture.

            "Securities Act" shall have the meaning set forth in Section 1.1.

            "Security" or "Securities" has the meaning stated in the first
recital of this Indenture or, as the case may be, Securities that have been
authenticated and delivered pursuant to this Indenture.

            "Senior Indebtedness" means Indebtedness of the Issuer outstanding
at any time (other than the Indebtedness evidenced by the Securities of any
series) except (a) any Indebtedness as to which, by the terms of the instrument
creating or evidencing such Indebtedness, it is provided that such Indebtedness
is not senior or prior in right of payment to the Securities or is pari passu or
subordinate by its terms in right of payment to the Securities, (b) renewals,
extensions and modifications of any such Indebtedness, (c) any Indebtedness of
the Issuer to a wholly-owned Subsidiary of the Issuer, (d) interest accruing
after the filing of a petition initiating any proceeding referred to in Sections
5.1(e) and 5.1(f) unless such interest is


                                      -6-
<PAGE>

an allowed claim enforceable against the Issuer in a proceeding under federal or
state bankruptcy laws and (e) trade payables.

            "Significant Subsidiary" means any Subsidiary which is a
"significant subsidiary" of the Issuer within the meaning of Rule 1.02(w) of
Regulation S-X promulgated by the Commission as in effect on the date of this
Indenture.

            "Subsidiary" of any specified Person means any corporation or
limited liability company of which such Person, or such Person and one or more
Subsidiaries of such Person, or any one or more Subsidiaries of such Person,
directly or indirectly own voting securities entitling any one or more of such
Persons and its Subsidiaries to elect a majority of the directors, either at all
times or, so long as there is no default or contingency which permits the
holders of any other class or classes of securities to vote for the election of
one or more directors.

            "Trust Indenture Act of 1939" (except as otherwise provided in
Sections 8.1 and 8.2) means the Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990, as in force at the date as of which this
Indenture is originally executed.

            "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, shall also
include any successor trustee. "Trustee" shall also mean or include each Person
who is then a trustee hereunder and, if at any time there is more than one such
Person, "Trustee" as used with respect to the Securities of any series shall
mean the trustee with respect to the Securities of such series.

            "Unregistered Security" means any Security other than a Registered
Security.

            "U.S. Government Obligations" shall have the meaning set forth in
Section 10.1(B).

            "vice president," when used with respect to the Issuer or the
Trustee, means any vice president, regardless of whether designated by a number
or a word or words added before or after the title "vice president."

            "Yield to Maturity" means the yield to maturity on a series of
Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with generally accepted financial practice or as
otherwise provided in the terms of such series of Securities.

                                  ARTICLE TWO
                                   SECURITIES

            SECTION 2.1. Forms Generally. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to one or more Board Resolutions (as set forth in a
Board Resolution or, to the extent established pursuant to rather than set forth
in a Board Resolution, an Officers' Certificate detailing such establishment) or
in one or more indentures supplemental hereto, in each case with


                                      -7-
<PAGE>

such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have imprinted or otherwise
reproduced thereon such legend or legends or endorsements, not inconsistent with
the provisions of this Indenture (but which do not affect the rights, duties or
immunities of the Trustee), as may be required to comply with any law or with
any rules or regulations pursuant thereto, or with any rules of any securities
exchange or to conform to general usage, all as may be determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.

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

            SECTION 2.2. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be substantially
as follows:

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

                                    _________________________, as Trustee


                                    By_______________________________
                                          Authorized Officer

            If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Securities of such series shall
bear, in addition to the Trustee's certificate of authentication, an alternate
Certificate of Authentication which shall be substantially as follows:

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

                                    _________________________, as Trustee


                                    By______________________________
                                          as Authenticating Agent


                                    By_______________________________
                                          Authorized Signatory

            SECTION 2.3. Amount Unlimited Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

            The Securities may be issued in one or more series and the
Securities of each such series shall rank equally and pari passu with the
Securities of each other series and with all other


                                      -8-
<PAGE>

unsecured and unsubordinated debt of the Issuer, 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 Thirteen, to all Senior Indebtedness of the
Issuer. There shall be established in one or more Board Resolutions, established
pursuant to but not set forth in a Board Resolution (but set forth in an
Officers' Certificate detailing such establishment) or established in one or
more indentures supplemental hereto, prior to the initial issuance of Securities
of any series,

            (1) the designation of the Securities of the series, which shall
      distinguish the Securities of such series from the Securities of all other
      series, and which may be part of a series of Securities previously issued;

            (2) any limit upon the aggregate principal amount of the Securities
      of the series that may be authenticated and delivered under this Indenture
      (except for Securities authenticated and delivered upon registration of
      transfer of, or in exchange for, or in lieu of, other Securities of the
      series pursuant to Section 2.8, 2.9, 2.11, 8.5 or 12.3);

            (3) if other than Dollars, the coin, currency or currencies in which
      the Securities of the series are denominated (including, but not limited
      to, any composite currency, currency units, foreign currency or [EURO]s);

            (4) the date or dates on which the principal of the Securities of
      the series is payable or the method of determination thereof;

            (5) the rate or rates at which the Securities of the series shall
      bear interest, if any, the date or dates from which such interest shall
      accrue, on which such interest shall be payable, the terms and conditions
      of any deferral of interest and the additional interest, if any, thereon,
      the right, if any, of the Issuer to extend the interest payment periods
      and the duration of the extensions and (in the case of Registered
      Securities) the date or dates on which a record shall be taken for the
      determination of Holders to whom interest is payable and/or the method by
      which such rate or rates or date or dates shall be determined;

            (6) the place or places where and the manner in which, the principal
      of, premium, if any, and any interest on Securities of the series shall be
      payable, if other than as provided in Section 3.2;

            (7) the right, if any, of the Issuer to redeem, purchase or repay
      Securities of the series, in whole or in part, at its option and the
      period or periods within which, or the date or dates on which, the price
      or prices at which and any terms and conditions upon which Securities of
      the series may be so redeemed, purchased or repaid, in whole or in part,
      pursuant to any sinking fund or otherwise;

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


                                      -9-
<PAGE>

            (9) the terms, if any, on which the Securities of such series will
      be subordinate to other debt of the Issuer;

            (10) if other than denominations of $1,000 or [EURO] 1,000, as the
      case may be, and any integral multiple thereof in the case of Registered
      Securities, or $1,000 and $5,000, or [EURO] 1,000 and [EURO] 5,000, in the
      case of Unregistered Securities, the denominations in which Securities of
      the series shall be issuable;

            (11) the percentage of the principal amount at which the Securities
      will be issued, and, if other than 100% of the principal amount thereof,
      the portion of the principal amount of Securities of the series which
      shall be payable upon declaration of acceleration of the maturity thereof;

            (12) if other than the coin, currency or currencies in which the
      Securities of the series are denominated, the coin, currency or currencies
      in which payment of the principal of or interest on the Securities of such
      series shall be payable, including composite currencies or currency units;

            (13) if the principal of or interest on the Securities of the series
      are to be payable, at the election of the Issuer or a Holder thereof, in a
      coin or currency other than that in which the Securities are denominated,
      the period or periods within which, and the terms and conditions upon
      which, such election may be made;

            (14) if the amount of payments of principal of and interest on the
      Securities of the series may be determined with reference to an index or
      formula based on a coin, currency, composite currency or currency unit
      other than that in which the Securities of the series are denominated, the
      manner in which such amounts shall be determined;

            (15) whether the Securities of the series will be issuable as
      Registered Securities (and if so, whether such Securities will be issuable
      as Registered Global Securities) or Unregistered Securities (with or
      without Coupons), or any combination of the foregoing, any restrictions
      applicable to the offer, sale or delivery of Unregistered Securities or
      the payment of interest thereon and, if other than as provided in Section
      2.8, the terms upon which Unregistered Securities of any series may be
      exchanged for Registered Securities of such series and vice versa;

            (16) whether and under what circumstances the Issuer will pay
      additional amounts on the Securities of the series held by a person who is
      not a U.S. person in respect of any tax, assessment or governmental charge
      withheld or deducted and, if so, whether the Issuer will have the option
      to redeem the Securities of the series rather than pay such additional
      amounts;

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


                                      -10-
<PAGE>

            (18) any trustees (other than the Trustee), depositaries,
      authenticating or paying agents, transfer agents or registrars or any
      other agents with respect to the Securities of such series;

            (19) any deletion from modification of or addition to the Events of
      Default or covenants with respect to the Securities of such series;

            (20) whether the provisions of Section 10.1(C) will not be
      applicable to Securities of such series;

            (21) any provision relating to the issuance of Securities of such
      series at an original issue discount;

            (22) if the Securities of the series are to be convertible into or
      exchangeable for any other security or property of the Issuer or its
      subsidiaries, including, without limitation, securities of another Person
      held by the Issuer or its Affiliates and, if so, the terms thereof;

            (23) if other than The Chase Manhattan Bank is to act as Trustee for
      the Securities of such series, the name and Corporate Trust Office of such
      Trustee; and

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

            All Securities of any one series shall be substantially identical,
except as to denomination and except as may otherwise be provided by or pursuant
to the Board Resolution or Officers' Certificate referred to above or as set
forth in any such indenture supplemental hereto. 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
such Board Resolution, such Officers' Certificate or in any such indenture
supplemental hereto. The foregoing Officers' Certificate may set forth
parameters, if any, of the above terms of any series of Securities, in
accordance with Section 2.4 below. The Issuer shall provide the Trustee with an
Issuer Order setting forth the particular terms of any particular Security of
any series.

            SECTION 2.4. Authentication and Delivery of Securities. The Issuer
may deliver Securities of any series executed by the Issuer to the Trustee for
authentication together with the applicable documents referred to below in this
Section 2.4, and the Trustee shall thereupon authenticate and deliver such
Securities to, or upon the order of the Issuer (contained in the Issuer Order
referred to below in this Section 2.4) or pursuant to such procedures acceptable
to the Trustee and to such recipients as may be specified from time to time by
an Issuer Order. The maturity date, original issue date, interest rate, if any,
and any other terms of the Securities of such series shall be determined by or
pursuant to such Issuer Order and procedures. If provided for in such procedures
and agreed to by the Trustee, such Issuer Order may authorize authentication and
delivery pursuant to oral instructions from the Issuer or its duly authorized
agent, which instructions shall be promptly confirmed in writing. In
authenticating the Securities of such series and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in the case of subparagraphs (2), (3) and
(4) below only at or before the time of the first request of the Issuer to the
Trustee to


                                      -11-
<PAGE>

authenticate Securities of such series) and (subject to Section 6.1) shall be
fully protected in relying upon, unless and until such documents have been
superseded or revoked:

            (1) an Issuer Order requesting such authentication and setting forth
      delivery instructions provided that, with respect to Securities of a
      series subject to a Periodic Offering, (a) such Issuer Order may be
      delivered by the Issuer to the Trustee prior to the delivery to the
      Trustee of such Securities for authentication and delivery, (b) the
      Trustee shall authenticate and deliver Securities of such series for
      original issue from time to time, in an aggregate principal amount not
      exceeding the aggregate principal amount established for such series,
      pursuant to an Issuer Order or pursuant to procedures acceptable to the
      Trustee as may be specified from time to time by an Issuer Order, (c) the
      maturity date or dates, original issue date or dates, interest rate or
      rates, if any, and any other terms of Securities of such series shall be
      determined by an Issuer Order or pursuant to such procedures, (d) if
      provided for in such procedures, such Issuer Order may authorize
      authentication and delivery pursuant to oral or electronic instructions
      from the Issuer or its duly authorized agent or agents, which oral
      instructions shall be promptly confirmed in writing and (e) after the
      original issuance of the first Security of such series to be issued, any
      separate request by the Issuer that the Trustee authenticate Securities of
      such series for original issuance will be deemed to be a certification by
      the Issuer that it is in compliance with all conditions precedent provided
      for in this Indenture relating to the authentication and delivery of such
      Securities;

            (2) the Board Resolution, Officers' Certificate or executed
      supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant
      to which the forms and terms of the Securities of such series were
      established;

            (3) an Officers' Certificate setting forth the form or forms and
      terms of the Securities stating that the form or forms and terms of the
      Securities have been established pursuant to Sections 2.1 and 2.3 and
      comply with this Indenture and covering such other matters as the Trustee
      may reasonably request; and

            (4) at the option of the Issuer, either an Opinion of Counsel, or a
      letter from legal counsel addressed to the Trustee permitting it to rely
      on an Opinion of Counsel, substantially to the effect that:

                  (a) the form or forms of the Securities of such series have
            been duly authorized and established in conformity with the
            provisions of this Indenture;

                  (b) in the case of an underwritten offering, the terms of the
            Securities of such series have been duly authorized and established
            in conformity with the provisions of this Indenture, and, in the
            case of an offering that is not underwritten, certain terms of the
            Securities of such series have been established pursuant to a Board
            Resolution, an Officers' Certificate or a supplemental indenture in
            accordance with this Indenture, and when such other terms as are to
            be established pursuant to procedures set forth in an Issuer Order
            shall have been established, all such terms will have been duly
            authorized by the Issuer and will have been established in
            conformity with the provisions of this Indenture;


                                      -12-
<PAGE>

                  (c) when the Securities of such series have been executed by
            the Issuer and authenticated by the Trustee in accordance with the
            provisions of this Indenture and delivered to and duly paid for by
            the purchasers thereof, they will have been duly issued under this
            Indenture and will be valid and legally binding obligations of the
            Issuer, enforceable in accordance with their respective terms, and
            will be entitled to the benefits of this Indenture; and

                  (d) the execution and delivery by the Issuer of, and the
            performance by the Issuer of its obligations under, the Securities
            of such series will not contravene any provision of applicable law
            or the articles of incorporation or bylaws of the Issuer or any
            agreement or other instrument binding upon the Issuer or any of its
            Subsidiaries that is material to the Issuer and its Subsidiaries,
            considered as one enterprise, or, to such counsel's knowledge after
            the inquiry indicated therein, any judgment, order or decree of any
            governmental agency or any court having jurisdiction over the Issuer
            or any Subsidiary of the Issuer, and no consent, approval or
            authorization of any governmental body or agency is required for the
            performance by the Issuer of its obligations under the Securities,
            except such as are specified and have been obtained and such as may
            be required by the securities or blue sky laws of the various states
            in connection with the offer and sale of the Securities.

            In addition to the requirements of Section 8.4, if the
authentication and delivery relates to a new series of Securities created by an
indenture supplemental hereto, such Opinion of Counsel shall also state that all
laws and requirements with respect to the form and execution by the Issuer of
the supplemental indenture with respect to the series of Securities have been
complied with, the Issuer has corporate power to execute and deliver any such
supplemental indenture and has taken all necessary corporate action for those
purposes and any such supplemental indenture has been executed and delivered and
constitutes the legal, valid and binding obligation of the Issuer enforceable in
accordance with its terms.

            In rendering such opinions, such counsel may qualify any opinions as
to enforceability by stating that such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium and other
similar laws affecting the rights and remedies of creditors and is subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). Such counsel may rely, as to
all matters governed by the laws of jurisdictions other than the State of New
York and the federal law of the United States, upon opinions of other counsel
(copies of which shall be delivered to the Trustee), who shall be counsel
reasonably satisfactory to the Trustee, in which case the opinion shall state
that such counsel believes that both such counsel and the Trustee are entitled
so to rely. Such counsel may also state that, insofar as such opinion involves
factual matters, such counsel has relied, to the extent such counsel deems
proper, upon certificates of officers of the Issuer and its Subsidiaries and
certificates of public officials.

            The Trustee shall have the right to decline to authenticate and
deliver any Securities of any series under this Section 2.4 if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken
by the Issuer, or if the Trustee in good faith by its board of directors or
board of trustees, executive committee or a trust committee of


                                      -13-
<PAGE>

directors or trustees or Responsible Officers shall determine that such action
would expose the Trustee to personal liability to existing Holders or would
adversely affect the Trustee's own rights, duties or immunities under the
Securities, this Indenture or otherwise.

            If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section 2.4 and the Issuer Order with respect to such series,
authenticate and deliver one or more Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series to be issued in the form of Global
Securities and not yet cancelled, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instructions, and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for Securities in definitive registered form, this Security may
not be transferred except as a whole by the Depositary to the nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."

            Each Depositary designated pursuant to Section 2.3 must, at the time
of its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Exchange Act and any other applicable statute or
regulation.

            SECTION 2.5. Execution of Securities. The Securities shall be signed
on behalf of the Issuer by the chairman of the Board of Directors, the
president, any vice president or the treasurer of the Issuer, under its
corporate seal which may, but need not, be attested by its secretary or one of
its assistant secretaries. Such signatures may be the manual or facsimile
signatures of the present or any future such officers. The seal of the Issuer
may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities. Typographical and other
minor errors or defects in any such reproduction of a seal or any such signature
shall not affect the validity or enforceability of any Security that has been
duly authenticated and delivered by the Trustee.

            In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Issuer, such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
the Issuer; and any Security may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security, shall be the
proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture any such person was not such an officer.

            SECTION 2.6. Certificate of Authentication. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized signatories, or its Authenticating Agent, shall be entitled to
the benefits of this Indenture or be valid or obligatory for any purpose. The
execution of such certificate by the Trustee or its Authenticating Agent upon
any Security


                                      -14-
<PAGE>

executed by the Issuer shall be conclusive evidence that the Security so
authenticated has been duly authenticated and delivered hereunder and that the
Holder is entitled to the benefits of this Indenture. Each reference in this
Indenture to authentication by the Trustee includes authentication by an agent
appointed pursuant to Section 6.14.

            SECTION 2.7. Denomination and Date of Securities; Payments of
Interest. The Securities of each series shall be issuable in registered form in
denominations established as contemplated by Section 2.3 or, with respect to the
Securities of any series, if not so established, in denominations of $1,000 and
$5,000, or [EURO] 1,000 and [EURO] 5,000, and any integral multiple thereof. The
Securities of each series shall be numbered, lettered or otherwise distinguished
in such manner or in accordance with such plan as the officers of the Issuer
executing the same may determine with the approval of the Trustee, as evidenced
by the execution and authentication thereof.

            Each Security shall be dated the date of its authentication. The
Securities of each series shall bear interest, if any, from the date, and such
interest, if any, shall be payable on the dates, established as contemplated by
Section 2.3.

            The Person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Security
subsequent to the record date and prior to such interest payment date, except if
and to the extent the Issuer shall default in the payment of the interest due on
such interest payment date for such series, in which case such defaulted
interest shall be paid to the Persons in whose names Outstanding Securities for
such series are registered (a) at the close of business on a subsequent record
date (which shall be not less than five Business Days prior to the date of
payment of such defaulted interest) established by notice given by mail by or on
behalf of the Issuer to the Holders of Securities not less than 15 days
preceding such subsequent record date or (b) as determined by such other
procedure as is mutually acceptable to the Issuer and the Trustee. The term
"record date" as used with respect to any interest payment date (except a date
for payment of defaulted interest) for the Registered Securities of any series
shall mean the date specified as such in the terms of the Securities of such
series established as contemplated by Section 2.3, or, if no such date is so
established, if such interest payment date is the first day of a calendar month,
the fifteenth day of the next preceding calendar month or, if such interest
payment date is the fifteenth day of a calendar month, the first day of such
calendar month, whether or not such record date is a Business Day.

            SECTION 2.8. Registration, Transfer and Exchange. The Issuer will
keep at each office or agency to be maintained for the purpose as provided in
Section 3.2 for each series of Registered Securities a register or registers in
which, subject to such reasonable regulations as it may prescribe, it will
provide for the registration of Registered Securities of each series and the
registration of transfer of Registered Securities of such series. Each such
register shall be in written form in the English language or in any other form
capable of being converted into such form within a reasonable time. At all
reasonable times such register or registers shall be open for inspection and
available for copying by the Trustee.


                                      -15-
<PAGE>

            Upon due presentation for registration of transfer of any Registered
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same series, maturity
date, interest rate, if any, and original issue date in authorized denominations
for a like aggregate principal amount.

            All Registered Securities presented for registration of transfer
shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Issuer and the Trustee duly executed by, the Holder or his
attorney duly authorized in writing.

            At the option of the Holder thereof, Securities of any series (other
than a Global Security, except as set forth below) may be exchanged for a
Security or Securities of such series having authorized denominations and an
equal aggregate principal amount, upon surrender of such Securities to be
exchanged at the agency of the Issuer that shall be maintained for such purpose
in accordance with Section 3.2.

            The Issuer may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any
registration of transfer of Registered Securities. No service charge shall be
made for any such transaction or for any exchange of Securities of any series as
contemplated by the immediately preceding paragraph.

            The Issuer shall not be required to exchange or register a transfer
of (a) any Registered Securities of any series for a period of 15 days next
preceding the first mailing or publication of notice of redemption of Registered
Securities of such series to be redeemed, (b) any Registered Securities
selected, called or being called for redemption, in whole or in part, except, in
the case of any Registered Security to be redeemed in part, the portion thereof
not so to be redeemed or (c) any Registered Security if the Holder thereof has
exercised his right, if any, to require the Issuer to repurchase such Security
in whole or in part, except the portion of such Security not required to be
repurchased.

            Notwithstanding any other provision of this Section 2.8, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Global Security representing all or a part of the Securities
of a series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

            If at any time the Depositary for any Securities of a series
represented by one or more Global Securities notifies the Issuer that it is
unwilling or unable to continue as Depositary for such Securities or if at any
time the Depositary for such Securities shall no longer be eligible under
Section 2.4, the Issuer shall appoint a successor Depositary with respect to
such Securities. If a successor Depositary for such Securities is not appointed
by the Issuer within 90 days after the Issuer receives such notice or becomes
aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that
such Securities be represented by one or more Global Securities shall


                                      -16-
<PAGE>

no longer be effective and the Issuer shall execute, and the Trustee, upon
receipt of an Issuer Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive registered form, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such Securities in exchange for such Global Security
or Securities.

            The Issuer may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such
event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer
Order for the authentication and delivery of definitive Securities of such
series, shall authenticate and deliver, Securities of such series in definitive
registered form, in any authorized denominations, in an aggregate principal
amount equal to the principal amount of the Global Security or Securities
representing such Securities, in exchange for such Global Security or
Securities.

            If specified by the Issuer pursuant to Section 2.3 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
Securities of the same series in definitive registered form on such terms as are
acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall
execute, and the Trustee shall authenticate and deliver, without service charge,

            (i) to the Person specified by such Depositary, a new Security or
      Securities of the same series, of any authorized denominations as
      requested by such Person, in an aggregate principal amount equal to and in
      exchange for such Person's beneficial interest in the Global Security; and

            (ii) to such Depositary a new Global Security in a denomination
      equal to the difference, if any, between the principal amount of the
      surrendered Global Security and the aggregate principal amount of
      Securities authenticated and delivered pursuant to clause (i) above.

            Upon the exchange of a Global Security for Securities in definitive
registered form in authorized denominations, such Global Security shall be
cancelled by the Trustee or an agent of the Trustee. Securities in definitive
registered form issued in exchange for a Global Security pursuant to this
Section 2.8 shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Trustee or the Issuer or an agent of the
Issuer. The Trustee or such agent shall deliver at its office such Securities to
or as directed by the Persons in whose names such Securities are so registered.

            All Securities issued upon any registration of transfer or exchange
of Securities shall be valid and legally binding obligations of the Issuer,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.


                                      -17-
<PAGE>

            SECTION 2.9. Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security shall become mutilated,
defaced or be destroyed, lost or stolen, the Issuer in its discretion may
execute, and upon the written request of the Issuer, the Trustee shall
authenticate and deliver a new Security of the same series, maturity date,
interest rate, if any, and original issue date, bearing a number or other
distinguishing symbol not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substitute Security shall furnish to the Issuer and to the
Trustee and any agent of the Issuer or the Trustee such security or indemnity as
may be required by the Trustee or the Issuer or any such agent to indemnify and
defend and to save each of the Trustee and the Issuer and any such agent
harmless and, in every case of destruction, loss or theft, evidence to their
satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof and in the case of mutilation or defacement, shall surrender
the Security to the Trustee or such agent.

            Upon the issuance of any substitute Security, the Issuer may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee or its agent) connected therewith. In case any
Security which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated or defaced Security), if the applicant for such payment shall
furnish to the Issuer and to the Trustee and any agent of the Issuer or the
Trustee such security or indemnity as any of them may require to hold each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Issuer and the Trustee and any agent of the Issuer or
the Trustee evidence to the Trustee's satisfaction of the destruction, loss or
theft of such Security and of the ownership thereof.

            Every substitute Security of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, 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 (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series
duly authenticated and delivered hereunder. All Securities shall be held and
owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced, destroyed, lost or stolen Securities and shall preclude any
and all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

            SECTION 2.10. Cancellation of Securities; Disposition Thereof. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee or
any agent of the Trustee, shall be delivered to the Trustee or its agent for
cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no
Securities shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this


                                      -18-
<PAGE>

Indenture. The Trustee shall dispose of all cancelled Securities in accordance
with its standard procedures and shall deliver a certificate of such disposition
to the Company. If the Issuer or its agent shall acquire any of the Securities,
such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
delivered to the Trustee or its agent for cancellation.

            SECTION 2.11. Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee as evidenced by the
execution and authentication thereof. Temporary Securities may contain such
references to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Issuer and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the Issuer
shall execute and shall furnish definitive Securities of such series and
thereupon temporary Securities of such series may be surrendered in exchange
therefor without charge at each office or agency to be maintained by the Issuer
for that purpose pursuant to Section 3.2 and the Trustee shall authenticate and
deliver in exchange for such temporary Securities of such series an equal
aggregate principal amount of definitive Securities of the same series having
authorized denominations. Until so exchanged, the temporary Securities of any
series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series, unless otherwise established pursuant to Section 2.3.

            SECTION 2.12. CUSIP Numbers. The Issuer in issuing the Securities
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.

                                 ARTICLE THREE
                             COVENANTS OF THE ISSUER

            SECTION 3.1. Payment of Principal and Interest. The Issuer covenants
and agrees that it will duly and punctually pay or cause to be paid the
principal of, premium, if any, and interest, if any, on each of the Securities
at the place, at the respective times and in the manner provided in the
Securities.

            SECTION 3.2. Offices for Notices and Payments, etc. So long as any
of the Securities are Outstanding, the Issuer will maintain in each Place of
Payment, an office or agency where the Securities may be presented for payment,
an office or agency where the


                                      -19-
<PAGE>

Securities may be presented for registration of transfer and for exchange as
provided in this Indenture, and an office or agency where notices and demands to
or upon the Issuer in respect of the Securities or of this Indenture may be
served. In case the Issuer shall at any time fail to maintain any such office or
agency, or shall fail to give notice to the Trustee of any change in the
location thereof, presentation may be made and notice and demand may be served
in respect of the Securities or of this Indenture at the Corporate Trust Office.
The Issuer hereby initially designates the Corporate Trust Office for each such
purpose and appoints the Trustee as registrar and paying agent and as the agent
upon whom notices and demands may be served with respect to the Securities.

            SECTION 3.3. Appointments to Fill Vacancies in Trustee's Office. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of the
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

            SECTION 3.4. Provision as to Paying Agent.

            (a) If the Issuer shall appoint a paying agent other than the
Trustee, it will cause such paying agent to execute and deliver to the Trustee
an instrument in which such paying agent shall agree with the Trustee, subject
to the provisions of this Section 3.4,

            (1) that it will hold all sums held by it as such paying agent for
      the payment of the principal of or interest, if any, on the Securities
      (whether such sums have been paid to it by the Issuer or by any other
      obligor on the Securities) in trust for the benefit of the Holders of the
      Securities and the Trustee; and

            (2) that it will give the Trustee notice of any failure by the
      Issuer (or by any other obligor on the Securities) to make any payment of
      the principal of, premium, if any, or interest, if any, on the Securities
      when the same shall be due and payable; and

            (3) that it will, at any time during the continuance of any such
      failure, upon the written request of the Trustee, forthwith pay to the
      Trustee all sums so held in trust by such paying agent.

            (b) If the Issuer shall act as its own paying agent, it will, on or
before each due date of the principal of or interest, if any, on the Securities,
set aside, segregate and hold in trust for the benefit of the Holders of the
Securities a sum sufficient to pay such principal, premium, if any, or interest,
if any, so becoming due and will notify the Trustee of any failure to take such
action and of any failure by the Issuer (or by any other obligor under the
Securities) to make any payment of the principal of, premium, if any, or
interest, if any, on the Securities when the same shall become due and payable.

            (c) Anything in this Section 3.4 to the contrary notwithstanding,
the Issuer may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it, or any paying agent hereunder, as
required by this Section 3.4, such sums to be held by the Trustee upon the
trusts herein contained.


                                      -20-
<PAGE>

            (d) Anything in this Section 3.4 to the contrary notwithstanding,
any agreement of the Trustee or any paying agent to hold sums in trust as
provided in this Section 3.4 is subject to Sections 10.3 and 10.4.

            (e) Whenever the Issuer shall have one or more paying agents, it
will, on or before each due date of the principal of or interest, if any, on any
Securities, deposit with a paying agent a sum sufficient to pay the principal,
premium, if any, or interest, if any, so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium, if
any, or interest, if any, and (unless such paying agent is the Trustee) the
Issuer will promptly notify the Trustee of its action or failure so to act.

                                  ARTICLE FOUR
                    SECURITYHOLDERS LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

            SECTION 4.1. Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Issuer and any other obligor on the Securities
covenant and agree that they will furnish or cause to be furnished to the
Trustee a list in such form as the Trustee may reasonably require of the names
and addresses of the Holders of the Registered Securities of each series:

            (a) semiannually and not more than 15 days after each January 1 and
      July 1, and

            (b) at such other times as the Trustee may request in writing,
      within 15 days after receipt by the Issuer of any such request,

provided that if and so long as the Trustee shall be the registrar for such
series, such list shall not be required to be furnished.

            SECTION 4.2. Preservation and Disclosure of Securityholders Lists.

            (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
Holders of each series of Securities (i) contained in the most recent list
furnished to it as provided in Section 4.1, and (ii) received by it in the
capacity of registrar or paying agent for such series, if so acting. The Trustee
may destroy any list furnished to it as provided in Section 4.1 upon receipt of
a new list so furnished.

            (b) In case three or more Holders of Securities (hereinafter
referred to as "applicants") apply in writing to the Trustee and furnish to the
Trustee reasonable proof that each such applicant has owned a Security for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
of Securities of a particular series (in which case the applicants must all hold
Securities of such series) or with Holders of all Securities with respect to
their rights under this Indenture or under such Securities and such application
is accompanied by a copy of the form of proxy or


                                      -21-
<PAGE>

other communication which such applicants propose to transmit, then the Trustee
shall, within five Business Days after the receipt of such application, at its
election, either

            (i) afford to such applicants access to the information preserved at
      the time by the Trustee in accordance with the provisions of subsection
      (a) of this Section 4.2, or

            (ii) inform such applicants as to the approximate number of Holders
      of Securities of such series or of all Securities, as the case may be,
      whose names and addresses appear in the information preserved at the time
      by the Trustee, in accordance with the provisions of subsection (a) of
      this Section 4.2, and as to the approximate cost of mailing to such
      Securityholders the form of proxy or other communication, if any,
      specified in such application.

            If the Trustee shall elect not to afford to such applicants access
to such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such series or all Holders of
Securities, as the case may be, whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.2 a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Securities of such series or of all Securities, as the case may be, or would be
in violation of applicable law. Such written statement shall specify the basis
of such opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met, and shall enter an order so declaring, the Trustee shall mail copies
of such material to all such Securityholders with reasonable promptness after
the entry of such order and the renewal of such tender; otherwise the Trustee
shall be relieved of any obligation or duty to such applicants respecting their
application.

            (c) Each and every Holder of Securities, by receiving and holding
the same, agrees with the Issuer and the Trustee that neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Holders of Securities in accordance with the provisions of subsection (b)
of this Section 4.2, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under such subsection (b).

            SECTION 4.3. Reports by the Issuer. The Issuer covenants:

            (a) to file with the Trustee, within 15 days after the Issuer is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from


                                      -22-
<PAGE>

time to time by rules and regulations prescribe), if any, which the Issuer may
be required to file with the Commission pursuant to Section 13 or Section 15(d)
of the Exchange Act; or, if the Issuer is not required to file information,
documents or reports pursuant to either of such Sections, then to file with the
Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a debt security listed and registered on a
national securities exchange as may be prescribed from time to time in such
rules and regulations;

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

            (c) to transmit by mail to the Holders of Securities within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in Section 4.4, such summaries of any information, documents and
reports required to be filed by the Issuer pursuant to subsections (a) and (b)
of this Section 4.3 as may be required to be transmitted to such Holders by
rules and regulations prescribed from time to time by the Commission; and

            (d) to furnish to the Trustee, not less than annually, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his knowledge of the Issuer's compliance with
all conditions and covenants under this Indenture. For purposes of this
subsection (d), such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture.

            SECTION 4.4. Reports by the Trustee.

            (a) The Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act of 1939 at the times and in the manner provided pursuant
thereto. To the extent that any such report is required by the Trust Indenture
Act of 1939 with respect to any 12 month period, such report shall cover the 12
month period ending May 15 and shall be transmitted by the next succeeding July
15.

            (b) A copy of each such report shall, at the time of such
transmission to Securityholders, be furnished to the Issuer and be filed by the
Trustee with each stock exchange upon which the Securities of any applicable
series are listed and also with the Commission. The Issuer agrees to promptly
notify the Trustee with respect to any series when and as the Securities of such
series become admitted to trading on any national securities exchange.


                                      -23-
<PAGE>

                                  ARTICLE FIVE
                  REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS
                               ON EVENT OF DEFAULT

            SECTION 5.1. Event of Default Defined; Acceleration of Maturity;
Waiver of Default. "Event of Default" with respect to Securities of any series,
wherever used herein, means any one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default),
unless it is either inapplicable to a particular series or it is specifically
deleted or modified in or pursuant to the Board Resolution or supplemental
indenture establishing such series of Securities or in the form of Security, for
such series and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

            (a) default in the payment of any installment of interest upon any
of the Securities of such series as and when the same shall become due and
payable, and continuance of such default for a period of 60 days; provided that
a valid extension of an interest payment period by the Issuer in accordance with
the terms of such Securities shall not constitute a failure to pay interest; or

            (b) default in the payment of all or any part of the principal or
premium (if any) on any of the Securities of such series as and when the same
shall become due and payable either at maturity, upon any redemption, by
declaration or otherwise; or

            (c) default in the payment of any sinking fund installment as and
when the same shall become due and payable by the terms of the Securities of
such series; or

            (d) failure on the part of the Issuer duly to observe or perform any
other of the covenants or agreements on the part of the Issuer in the Securities
of such series or contained in this Indenture (other than a covenant or
agreement included in this Indenture solely for the benefit of a series of
Securities other than such series) for a period of 90 days after the date on
which written notice specifying such failure, stating that such notice is a
"Notice of Default" hereunder and demanding that the Issuer remedy the same,
shall have been given by registered or certified mail, return receipt requested,
to the Issuer by the Trustee, or to the Issuer and the Trustee by the holders of
at least 25% in aggregate principal amount of the Outstanding Securities of the
series to which such covenant or agreement relates; or

            (e) without the consent of the Issuer a court having jurisdiction in
the premises shall enter a decree or order for relief in respect of the Issuer
in an involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Issuer
for any substantial part of its or their property or ordering the winding up or
liquidation of its or their affairs, and such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days; or

            (f) the Issuer shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
consent to the entry of an order for


                                      -24-
<PAGE>

relief in an involuntary case under any such law, or consent to the appointment
or taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Issuer or for any substantial part of
its or their property, or make any general assignment for the benefit of
creditors; or

            (g) any other Event of Default provided in the supplemental
indenture or Board Resolution under which such series of Securities is issued or
in the form of Security for such series.

      If an Event of Default described in clause (a), (b) or (c) occurs and is
continuing, then, and in each and every such case, except for any series of
Securities the principal of which shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Securities of each such affected series then Outstanding hereunder
(each such series voting as a separate class) by notice in writing to the Issuer
(and to the Trustee if given by Securityholders), may declare the entire
principal (or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all Securities of such series, and the interest accrued
thereon, if any, to be due and payable immediately, and upon any such
declaration, the same shall become immediately due and payable.

      Except as otherwise provided in the terms of any series of Securities
pursuant to Section 2.3, if an Event of Default described in clause (d) or (g)
above with respect to all series of the Securities then Outstanding, occurs and
is continuing for a period of 60 days after the notice of the Event of Default,
then, and in each and every such case, unless the Principal of all of the
Securities shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of all of the
Securities then Outstanding hereunder (treated as one class) by notice in
writing to the Issuer (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Securities of any series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such series) of all of the Securities then
Outstanding, and the interest accrued thereon, if any, to be due and payable
immediately, and upon such declaration, the same shall become immediately due
and payable. If an Event of Default described in clause (e) or (f) above occurs
and is continuing, then the principal amount of all the Securities then
Outstanding, and the interest accrued thereon, if any, shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

      If an Event of Default described in clause (d) or (g) occurs and is
continuing, which Event of Default is with respect to less than all series of
Securities then Outstanding, then, and in each and every such case, except for
any series of Securities the principal of which shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities of each such affected series then Outstanding
hereunder (each such series voting as a separate class) by notice in writing to
the Issuer (and to the Trustee if given by Securityholders), may declare the
entire principal (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) of all Securities of such series, and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such
declaration, the same shall become immediately due and payable.


                                      -25-
<PAGE>

      The foregoing provisions are subject to the condition that if, at any time
after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series (or of all the Securities, as the case
may be) shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided,

      (A) the Issuer shall pay or shall deposit with the Trustee a sum
sufficient to pay

            (i) all matured installments of interest upon all the Securities of
            such series (or all the Securities, as the case may be); and

            (ii) the principal of any and all Securities of such series (or of
            all the Securities, as the case may be) which shall have become due
            otherwise than by acceleration; and

            (iii) interest upon such principal and, to the extent that payment
            of such interest is enforceable under applicable law, on overdue
            installments of interest, at the same rate as the rate of interest
            or Yield to Maturity (in the case of Original Issue Discount
            Securities) specified in the Securities of such series (or at the
            respective rates of interest or Yields to Maturity of all the
            Securities, as the case may be) to the date of such payment or
            deposit; and

            (iv) all amounts payable to the Trustee pursuant to Section 6.6; and

      (B) all Events of Default under the Indenture, other than the non-payment
of the principal of Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein,

then and in every such case the Holders of a majority, or any applicable
supermajority, in aggregate principal amount of all the Securities of such
series voting as a separate class (or all the Securities, as the case may be,
voting as a single class), then Outstanding, by written notice to the Issuer and
to the Trustee, may waive all defaults with respect to such series (or with
respect to all the Securities, as the case may be) and rescind and annul such
declaration and its consequences, but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

      For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.


                                      -26-
<PAGE>

            SECTION 5.2. Collection of Indebtedness By Trustee; Trustee May
Prove Debt. The Issuer covenants that (a) in case default shall be made in the
payment of any installment of interest on any of the Securities of any series
when such interest shall have become due and payable, and such default shall
have continued for a period of 60 days, or (b) in case default shall be made in
the payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of
the Securities of such series or upon any redemption or by declaration or
otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such series,
and such Coupons, for principal and interest, as the case may be (with interest
to the date of such payment upon the overdue principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series); and in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, and such
other amount due the Trustee under Section 6.6 in respect of Securities of such
series.

      Until such demand is made by the Trustee, the Issuer may pay the principal
of and interest on the Securities of any series to the registered Holders,
whether or not the Securities of such series be overdue.

      In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name as trustee of an express trust, shall be
entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon the Securities
and collect in the manner provided by law out of the property of the Issuer or
other obligor upon the Securities, wherever situated, all the moneys adjudged or
decreed to be payable.

      In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities of any series then Outstanding under Title 11
of the United States Code or any other applicable federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official shall
have been appointed for or taken possession of the Issuer or its property or
such other obligor, or in case of any other similar judicial proceedings
relative to the Issuer or other obligor upon the Securities of such series, or
to the creditors or property of the Issuer or such other obligor, the Trustee,
irrespective of whether the principal of the Securities of such series 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 pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such proceedings or otherwise:

      (a) to file and prove a claim or claims for the whole amount of principal
      and interest, if any, (or, if the Securities of any series are Original
      Issue Discount Securities, such portion of the principal amount as may be
      specified in the terms of such series) owing and unpaid in respect of the
      Securities of any series, and, in the case of any judicial proceedings, 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 amounts
      payable to the


                                      -27-
<PAGE>

      Trustee under Section 6.6) and of the Securityholders allowed in any
      judicial proceedings relative to the Issuer or other obligor upon the
      Securities, or to the creditors or property of the Issuer or such other
      obligor; and

      (b) unless prohibited by applicable law and regulations, to vote on behalf
      of the holders of the Securities of any series in any election of a
      receiver, assignee, trustee or a standby trustee in arrangement,
      reorganization, liquidation or other bankruptcy or insolvency proceedings,
      custodian or other person performing similar functions in respect of any
      such proceedings; and

      (c) to collect and receive any moneys or other property payable or
      deliverable on any such claims, and to distribute all amounts received
      with respect to the claims of the Securityholders and of the Trustee on
      their behalf; and any trustee, receiver, or liquidator, custodian or other
      similar official performing similar functions in respect of any such
      proceedings is hereby authorized by each of the Securityholders to make
      payments to the Trustee, and, in the event that the Trustee shall consent
      to the making of payments directly to the Securityholders, to pay to the
      Trustee its costs and expenses of collection and all other amounts due to
      it pursuant to Section 6.6.

      Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding, except as aforesaid in clause (b).

      All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series or Coupons appertaining to such
Securities, may be enforced by the Trustee without the possession of any of the
Securities of such series or Coupons appertaining to such Securities or the
production thereof in any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall be
awarded to the Trustee for ratable distribution to the Holders of the Securities
or Coupons appertaining to such Securities in respect of which such action was
taken, after payment of all sums due to the Trustee under Section 6.6 in respect
of such Securities.

            In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders
of the Securities or Coupons appertaining to such Securities in respect to which
such action was taken, and it shall not be necessary to make any Holders of such
Securities or Coupons appertaining to such Securities parties to any such
proceedings.

            SECTION 5.3. Application of Proceeds. Any moneys collected by the
Trustee pursuant to this Article in respect of any series shall be applied in
the following order at the date or dates fixed by the Trustee and, in case of
the distribution of such moneys on account of principal or interest, upon
presentation of the several Securities and Coupons appertaining to such
Securities in respect of which monies have been collected and stamping (or
otherwise


                                      -28-
<PAGE>

noting) thereon the payment, or issuing Securities of such series in reduced
principal amounts in exchange for the presented Securities of like series if
only partially paid, or upon surrender thereof if fully paid:

            FIRST: To the payment of costs and expenses applicable to such
      series of Securities in respect of which monies have been collected,
      including all amounts due to the Trustee and each predecessor Trustee
      pursuant to Section 6.6 in respect to such series of Securities;

            SECOND: In case the principal of the Securities of such series in
      respect of which moneys have been collected shall not have become and be
      then due and payable, to the payment of interest on the Securities of such
      series in default in the order of the maturity of the installments on such
      interest, with interest (to the extent that such interest has been
      collected by the Trustee and is permitted by applicable law) upon the
      overdue installments of interest at the same rate as the rate of interest
      or Yield to Maturity (in the case of Original Issue Discount Securities)
      specified in such Securities, such payments to be made ratably to the
      persons entitled thereto, without discrimination or preference;

            THIRD: In case the principal of the Securities of such series in
      respect of which moneys have been collected shall have become and shall be
      then due and payable, to the payment of the whole amount then owing and
      unpaid upon all the Securities of such series for principal and interest,
      with interest upon the overdue principal, and (to the extent that such
      interest has been collected by the Trustee and is permitted by applicable
      law) upon the overdue installations of interest at the same rate as the
      rate of interest or Yield to Maturity (in the case of Original Issue
      Discount Securities) specified in the Securities of such series; and in
      case such moneys shall be insufficient to pay in full the whole amount so
      due and unpaid upon the Securities of such series, then to the payment of
      such principal and interest or Yield to Maturity, without preference or
      priority of principal over interest or Yield to Maturity, or of interest
      or Yield to Maturity over principal, or of any installment of interest
      over any other installment of interest or of any Security of such series
      over any other Security of such series, ratably to the aggregate of such
      principal and accrued and unpaid interest or Yield to Maturity; and

            FOURTH: To the payment of the remainder, if any, to the Issuer or
any other person lawfully entitled thereto.

            SECTION 5.4. Suits for Enforcements. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.


                                      -29-
<PAGE>

            SECTION 5.5. Restoration of Rights on Abandonment of Proceedings. In
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely to the Trustee, then and in every such
case the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

            SECTION 5.6. Limitations on Suits by Security Holders. No Holder of
any Security of any series or of any Coupon appertaining thereto shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture or such Security, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder or thereunder, unless (a) such Holder
previously shall have given to the Trustee written notice of an Event of Default
with respect to Securities of such series and of the continuance thereof, as
hereinbefore provided, and (b) the Holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding (treated as a
single class) shall have made written request upon the Trustee to institute such
action or proceedings in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and (c) the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action or proceeding, and (d)
no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 5.9; it being understood and intended, and being
expressly covenanted by the Holder of every Security or Coupon with every other
Holder and the Trustee, that no one or more Holders of Securities of any series
or Coupons appertaining to such Securities shall have any right in any manner
whatever by virtue or by availing of any provision of this Indenture or any
Security to affect, disturb or prejudice the rights of any other such Holder of
Securities or Coupons appertaining to such Securities, or to obtain or seek to
obtain priority over or preference to any other such Holder or to enforce any
right under this Indenture or any Security, except in the manner herein provided
and for the equal, ratable and common benefit of all Holders of Securities of
the applicable series and Coupons appertaining to such Securities. For the
protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

            SECTION 5.7. Unconditional Right of Securityholders to Institute
Certain Suits. Notwithstanding any other provision in this Indenture and any
provision of any Security, the right of any Holder of any Security or Coupon to
receive payment of the principal of and interest on such Security or Coupon on
or after the respective due dates expressed in such Security or Coupon or the
applicable redemption dates provided for in such Security, or to institute suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

            SECTION 5.8. Powers and Remedies Cumulative; Delay or Omission Not
Wavier of Default. Except as provided in Section 5.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities or
Coupons is intended to be exclusive of any other right or remedy and every right
and remedy shall, to the extent permitted by law, be


                                      -30-
<PAGE>

cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

            No delay or omission of the Trustee or of any Holder of Securities
or Coupons to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein. Every power and remedy given by this Indenture, any
Security or law to the Trustee or to the Holders of Securities or Coupons may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or, subject to Section 5.6, by the Holders of Securities or Coupons.

            SECTION 5.9. Control by Holders of Securities. The Holders of a
majority in aggregate principal amount of the Securities of each series affected
(with each such series voting as a separate class) at the time Outstanding 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 by this
Indenture; provided, that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture; and provided, further,
that (subject to the provisions of Section 6.1) the Trustee shall have the right
to decline to follow any such direction if (a) the Trustee, being advised by
counsel, shall determine that the action or proceeding so directed may not
lawfully be taken; or (b) if the Trustee by its board of directors, the
executive committee or a trust committee of directors or Responsible Officers of
the Trustee shall determine in good faith that the action or proceedings so
directed would involve the Trustee in personal liability; or (c) if the Trustee
in good faith shall so determine that the actions or forbearances specified in
or pursuant to such direction would be unduly prejudicial to the interests of
Holders of the Securities of all affected series not joining in the giving of
said direction, it being understood that (subject to Section 6.1) the Trustee
shall have no duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to such Holders.

      Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

            SECTION 5.10. Waiver of Past Defaults. Prior to the declaration of
acceleration of the maturity of the Securities of any series as provided in
Section 5.1, the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding (voting as a single class) may
on behalf of the Holders of all such Securities waive any past default or Event
of Default described in Section 5.1 and its consequences, except a default in
respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Security affected. In the case of any
such waiver, the Issuer, the Trustee and the Holders of all such Securities
shall be restored to their former positions and rights hereunder, respectively,
and such default shall cease to exist and be deemed to have been cured and not
to have occurred for purposes of this Indenture; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.


                                      -31-
<PAGE>

      SECTION 5.11. Trustee to Give Notice of Default, But May Withhold in
Certain Circumstances. The Trustee shall, within 90 days after the occurrence of
a default with respect to the Securities of any series, give notice of all
defaults with respect to that series known to the Trustee (i) if any
Unregistered Securities of that series are then Outstanding, to the Holders
thereof, by publication at least once in The Wall Street Journal in the Borough
of Manhattan, The City of New York and (ii) to all Holders of Securities of such
series in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, unless in each case such defaults shall have been cured before
the mailing or publication of such notice (the term "default" for the purpose of
this Section being hereby defined to mean any event or condition which is, or
with notice or lapse of time or both would become, an Event of Default);
provided that, except in the case of default in the payment of the principal of
or interest on any of the Securities of such series, or in the payment of any
sinking fund installment on such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Securityholders of such series.

            SECTION 5.12. Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each Holder of any Security or
Coupon by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action
taken, 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
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause (d) or (g) of Section 5.1 (if the
suit relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities then Outstanding and affected thereby,
or in the case of any suit relating to or arising under clause (d) or (g) (if
the suit under clause (d) or (g) relates to all the Securities then Outstanding)
or (e) or (f) of Section 5.1, 10% in aggregate principal amount of all
Securities then Outstanding, or to any suit instituted by any Securityholder for
the enforcement of the payment of the principal of or interest on any Security
on or after the due date expressed in such Security or any date fixed for
redemption.

                                  ARTICLE SIX
                             CONCERNING THE TRUSTEE

            SECTION 6.1. Duties and Responsibilities of the Trustee; During
Default; Prior to Default. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived) the
Trustee shall exercise with respect to such series of Securities such of the
rights and powers vested in it by this Indenture, and use the same degree of


                                      -32-
<PAGE>

care and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

            No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own wilful misconduct, except that:

            (a) prior to the occurrence of an Event of Default with respect to
the Securities of any series and after the curing or waiving of all such Events
of Default with respect to such series which may have occurred:

            (i) the duties and obligations of the Trustee with respect to the
      Securities of any series shall be determined solely by the express
      provisions of this Indenture, and the Trustee shall not be liable except
      for the performance of such duties and obligations as are specifically set
      forth in this Indenture, and no implied covenants or obligations shall be
      read into this Indenture against the Trustee; and

            (ii) in the absence of bad faith on the part of the Trustee, the
      Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any statements,
      certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Indenture; but in the case of any such statements,
      certificates or opinions which by any provision hereof are specifically
      required to be furnished to the Trustee, the Trustee shall be under a duty
      to examine the same to determine whether or not they conform to the
      requirements of this Indenture;

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

            (c) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
the Holders pursuant to Section 5.9 or any other Section permitting the
direction of the Holders 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.

            None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

            SECTION 6.2. Certain Rights of the Trustee. Subject to Section 6.1:

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


                                      -33-
<PAGE>

            (b) any request, direction, order or demand of the Issuer mentioned
herein shall be sufficiently evidenced by an Officers' Certificate or Issuer
Order (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a Board Resolution;

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

            (d) the Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture (including, without limitation, pursuant to Section 5.9), unless such
Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby;

            (e) the Trustee shall not be liable for any action taken, suffered
or omitted by it and believed by it to be authorized or within the discretion,
rights or powers conferred upon it by this Indenture;

            (f) prior to the occurrence of an Event of Default hereunder and
after the curing or waiving of all Events of Default, the Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, appraisal, bond, debenture, note, coupon,
security, or other paper or document unless requested in writing so to do by the
Holders of not less than a majority in aggregate principal amount of the
Securities of all series affected then Outstanding; provided that, if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expenses or liabilities as a condition to
proceeding; the reasonable expenses of every such investigation shall be paid by
the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be
repaid by the Issuer upon demand;

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

            (h) the Trustee shall not be charged with knowledge of any default
or Event of Default with respect to a series of Securities unless either (i) a
Responsible Officer of the Trustee assigned to the Corporate Trust Office of the
Trustee (or any successor division or department of the Trustee) shall have
actual knowledge of such default or Event of Default or (ii) written notice of
such default or Event of Default shall have been given to the Trustee by the
Issuer or any other obligor on such series of Securities or by any Holder of
Securities of such series in accordance with the notice requirements set forth
in Section 11.4.


                                      -34-
<PAGE>

            SECTION 6.3. Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture, of the Securities or of any
prospectus used to sell the Securities. The Trustee shall not be accountable for
the use or application by the Issuer of any of the Securities or of the proceeds
thereof.

            SECTION 6.4. Trustee and Agents May Hold Securities; Collections,
etc. The Trustee or any agent of the Issuer or the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and, subject to
Sections 6.8 and 6.13, may otherwise deal with the Issuer and receive, collect,
hold and retain collections from the Issuer with the same rights it would have
if it were not the Trustee or such agent.

            SECTION 6.5. Moneys Held by Trustee. Subject to the provisions of
Section 10.4 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

            SECTION 6.6. Compensation and Indemnification of Trustee and Its
Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, such compensation as shall be agreed
to in writing between the Issuer and the Trustee (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and
each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in accordance
with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all agents
and other persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Issuer also covenants to indemnify the Trustee and each predecessor Trustee for,
and to hold it harmless against, any and all loss, liability, damage, claim or
expense, including taxes (other than taxes based on the income of the Trustee),
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this Indenture or the trusts
hereunder and its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim or liability in the
premises. The obligations of the Issuer under this Section 6.6 to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or reimburse the
Trustee and each predecessor Trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture or the resignation or removal of
the Trustee and shall not be subordinate to the payment of Senior Indebtedness
pursuant to Article Thirteen. Such additional indebtedness shall be a senior
claim to that of the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the Holders
of particular Securities. When the Trustee incurs expenses or renders services
in connection with an Event of Default specified in Section 5.1 or in connection
with Article Five hereof, the


                                      -35-
<PAGE>

expenses (including the reasonable fees and expenses of its counsel) and the
compensation for the service in connection therewith are intended to constitute
expenses of administration under any bankruptcy law. The provisions of this
Section 6.6 shall survive the resignation or removal of the Trustee and the
termination of this Indenture.

            SECTION 6.7. Right of Trustee to Rely on Officers' Certificate, etc.
Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

            SECTION 6.8. Qualification of Trustee; Conflicting Interests. This
Indenture shall always have a Trustee who satisfies the requirements of Section
310(a)(1) of the Trust Indenture Act of 1939. The Trustee shall 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 Section
310(b) of the Trust Indenture Act of 1939 regarding disqualification of a
trustee upon acquiring a conflicting interest.

            SECTION 6.9. Persons Eligible for Appointment as Trustee; Different
Trustees for Different Series. The Trustee for each series of Securities
hereunder shall at all times be a corporation organized and doing business under
the laws of the United States of America or of any state or the District of
Columbia having a combined capital and surplus of at least $25,000,000, and
which is authorized under such laws to exercise corporate trust powers and is
subject to supervision or examination by federal, state or District of Columbia
authority, or a corporation or other Person permitted to act as trustee by the
Commission. If such corporation or other Person publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation or other Person shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. No obligor upon the Securities or any Affiliate of such
obligor shall serve as trustee upon the Securities. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 6.9, the Trustee shall resign immediately in the manner and with the
effect specified in Section 6.10.

            A different Trustee may be appointed by the Issuer for each series
of Securities prior to the issuance of such Securities. If the initial Trustee
for any series of Securities is to be a trustee other than The Chase Manhattan
Bank, the Issuer and such Trustee shall, prior to the issuance of such
Securities, execute and deliver an indenture supplemental hereto, which shall
provide for the appointment of such Trustee as Trustee for the Securities of
such series and shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees
co-trustees

                                      -36-
<PAGE>

of the same trust and that each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee.

            SECTION 6.10. Resignation and Removal; Appointment of Successor
Trustee.

            (a) The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign with respect to one or more or all series of Securities by
giving written notice of resignation to the Issuer. Upon receiving such notice
of resignation, the Issuer shall promptly appoint a successor trustee or
trustees with respect to the applicable series by written instrument in
duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

            (b) In case at any time any of the following shall occur:

            (i) the Trustee shall fail to comply with the provisions of Section
      6.8 with respect to any series of Securities after written request
      therefor by the Issuer or by any Securityholder who has been a bona fide
      Holder of a Security or Securities of such series for at least six months;
      or

            (ii) the Trustee shall cease to be eligible in accordance with the
      provisions of Section 6.9 and shall fail to resign after written request
      therefor by the Issuer or by any such Securityholder; or

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

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of Directors
one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee, or, subject to the provisions of Article
Five, any Securityholder who has been a bona fide Holder of a Security or
Securities of such series for at least six months may on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee with
respect to such series. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.


                                      -37-
<PAGE>

            (c) The Holders of a majority in aggregate principal amount of the
Securities of each series then Outstanding may at any time remove the Trustee
with respect to Securities of such series and appoint a successor trustee with
respect to the Securities of such series by delivering to the Trustee so
removed, to the successor trustee so appointed and to the Issuer the evidence
provided for in Section 7.1 of the action in that regard taken by the
Securityholders. If no successor trustee shall have been so appointed with
respect to any series and have accepted appointment within 30 days after the
delivery of such evidence of removal, the Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee, or any
Securityholder who has been a bona fide Holder of a Security or Securities of
the applicable series for at least six months may, subject to the provisions of
Section 5.12, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

            (d) Any resignation or removal of the Trustee with respect to any
series and any appointment of a successor trustee with respect to such series
pursuant to any of the provisions of this Section 6.10 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
6.11.

            SECTION 6.11. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.

            If a successor trustee is appointed with respect to the Securities
of one or more (but not all) series, the Issuer, the predecessor Trustee and
each successor trustee with respect to the Securities of any applicable series
shall execute and deliver an indenture supplemental hereto which shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the predecessor Trustee with respect to
the Securities of any series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts under separate
indentures.


                                      -38-
<PAGE>

            No successor trustee with respect to any series of Securities shall
accept appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9.

            Upon acceptance of appointment by any successor trustee as provided
in this Section 6.11, the Issuer shall give notice thereof to the Holders of
Securities of each series affected, by mailing such notice to such Holders at
their addresses as they shall appear on the registry books. If the Issuer fails
to give such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be given at
the expense of the Issuer.

            SECTION 6.12. Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any Person into which the Trustee may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any Person succeeding to all or substantially all of the corporate trust
business of the Trustee (including the trust created by this Indenture), shall
be the successor of the Trustee hereunder, provided that such Person shall be
qualified under the provisions of Section 6.8 and eligible under the provisions
of Section 6.9, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

            In case at the time such successor to the Trustee shall succeed to
the trusts created by this Indenture any of the Securities of any series shall
have been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificate shall have the full force which it is anywhere in the Securities of
such series or in this Indenture provided that the certificate of the Trustee
shall have; provided, that the right to adopt the certificate of authentication
of any predecessor Trustee or to authenticate Securities of any series in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

            SECTION 6.13. Preferential Collection of Claims Against the Issuer.
The Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act of 1939. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act of 1939 to the extent
indicated therein.

            SECTION 6.14. Appointment of Authenticating Agent. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the


                                      -39-
<PAGE>

Trustee. Whenever reference is made in this Indenture to the authentication and
delivery of Securities of any series by the Trustee or to the Trustee's
Certificate of Authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
for such series and a Certificate of Authentication executed on behalf of the
Trustee by such Authenticating Agent. Such Authenticating Agent shall at all
times be a Person organized and doing business under the laws of the United
States of America or of any state or the District of Columbia, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $25,000,000 (determined as provided in Section 6.9 with
respect to the Trustee) and subject to supervision or examination by federal or
state authority.

            Any Person into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any Person succeeding to the corporate agency business
(including the authenticating agency contemplated by this Indenture) of any
Authenticating Agent, shall continue to be the Authenticating Agent with respect
to all series of Securities for which it served as Authenticating Agent without
the execution or filing of any paper or any further act on the part of the
Trustee or such Authenticating Agent. Any Authenticating Agent may at any time,
and if it shall cease to be eligible shall, resign by giving written notice of
resignation to the Trustee and to the Issuer. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Issuer.

            Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.14 with respect to
one or more series of Securities, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Issuer and the Issuer
shall provide notice of such appointment to all Holders of Securities of such
series in the manner and to the extent provided in Section 11.4. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent. The
Issuer agrees to pay to the Authenticating Agent for such series from time to
time reasonable compensation. The Authenticating Agent for the Securities of any
series shall have no responsibility or liability for any action taken by it as
such at the direction of the Trustee.

            Sections 6.2, 6.3, 6.4 and 7.3 shall be applicable to any
Authenticating Agent.

                                 ARTICLE SEVEN
                         CONCERNING THE SECURITYHOLDERS

            SECTION 7.1. Evidence of Action Taken by Securityholders. Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified percentage
in principal amount of the Securityholders of any or all series may be embodied
in and evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Securityholders


                                      -40-
<PAGE>

in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee. Proof of execution of any instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Sections 6.1 and 6.2) conclusive in favor of the
Trustee and the Issuer, if made in the manner provided in this Article Seven.

            SECTION 7.2. Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.1 and 6.2, the execution of any instrument by
a Securityholder or his agent or proxy may be proved in the following manner:

            (a) The fact and date of the execution by any Holder of any
instrument may be proved by the certificate of any notary public or other
officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the person executing such instruments acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or other such officer. Where such execution is by or
on behalf of any legal entity other than an individual, such certificate or
affidavit shall also constitute sufficient proof of the authority of the person
executing the same.

            (b) The ownership of Registered Securities shall be proved by the
Security register or by a certificate of the Security registrar.

            SECTION 7.3. Holders to be Treated as Owners. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat the Person
in whose name any Registered Security shall be registered upon the Security
register for such series as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of
the principal of and, subject to the provisions of this Indenture, interest, if
any, on such Security and for all other purposes; and neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.

            SECTION 7.4. Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any Affiliate of the Issuer or any other obligor on the
Securities with respect to which such determination is being made, shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver only
Securities which a Responsible Officer of the Trustee knows are so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Issuer or any other obligor upon the Securities or any
Affiliate of the Issuer or any other obligor on the Securities. In case of a
dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officers' Certificate listing and


                                      -41-
<PAGE>

identifying all Securities, if any, known by the Issuer to be owned or held by
or for the account of any of the above-described Persons; and, subject to
Sections 6.1 and 6.2, the Trustee shall be entitled to accept such Officers'
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Securities not listed therein are Outstanding for the purpose of
any such determination.

            SECTION 7.5. Right of Revocation of Action Taken. At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article Seven, revoke such action so far as concerns
such Security provided that such revocation shall not become effective until
three Business Days after such filing. Except as aforesaid, any such action
taken by the Holder of any Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Security and of any
Securities issued in exchange or substitution therefor or on registration of
transfer thereof, irrespective of whether or not any notation in regard thereto
is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Issuer, the Trustee and the Holders of
all the Securities affected by such action.

            SECTION 7.6. Record Date for Consents and Waivers. The Issuer may,
but shall not be obligated to, establish a record date for the purpose of
determining the Persons entitled to (i) waive any past default with respect to
the Securities of such series in accordance with Section 5.10 of the Indenture,
(ii) consent to any supplemental indenture in accordance with Section 8.2 of the
Indenture or (iii) waive compliance with any term, condition or provision of any
covenant hereunder. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and any such Persons, shall be entitled to
waive any such past default, consent to any such supplemental indenture or waive
compliance with any such term, condition or provision, whether or not such
Holder remains a Holder after such record date; provided, however, that unless
such waiver or consent is obtained from the Holders, or duly designated proxies,
of the requisite principal amount of Outstanding Securities of such series prior
to the date which is the 120th day after such record date, any such waiver or
consent previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.

                                 ARTICLE EIGHT
                             SUPPLEMENTAL INDENTURES

            SECTION 8.1. Supplemental Indentures Without Consent of
Securityholders. The Issuer, when authorized by a Board Resolution (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Officers' Certificate), and the Trustee may from


                                      -42-
<PAGE>

time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act of 1939
as in force at the date of the execution thereof) for one or more of the
following purposes:

            (a) to convey, transfer, assign, mortgage or pledge to the Trustee
as security for the Securities of one or more series any property or assets;

            (b) to evidence the succession of another Person to the Issuer, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Issuer pursuant to Article Nine;

            (c) to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions as the Issuer and the Trustee shall
consider to be for the protection of the Holders of all or any series of
Securities (and if such covenants, restrictions, conditions or provisions are to
be for the protection of less than all series of Securities, stating that the
same are expressly being included solely for the protection of such series) and
to make the occurrence, or the occurrence and continuance, of a default in any
such additional covenants, restrictions, conditions or provisions an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided, however, that in
respect of any such additional covenant, restriction, condition or provision
such supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such an Event
of Default or may limit the remedies available to the Trustee upon such an Event
of Default or may limit the right of the Holders of a majority in aggregate
principal amount of the Securities of such series to waive such an Event of
Default;

            (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make any other provisions as the Issuer may deem necessary or
desirable, provided, however, that no such provisions shall materially adversely
affect the interests of the Holders of the Securities;

            (e) to establish the form or terms of Securities of any series as
permitted by Sections 2.1 and 2.3;

            (f) to provide for the issuance of Securities of any series in
coupon form (including Securities registrable as to principal only) and to
provide for exchangeability of such Securities for the Securities issued
hereunder in fully registered form and to make all appropriate changes for such
purpose;

            (g) to modify, eliminate or add to the provisions of this Indenture
to such extent as shall be necessary to effect the qualification of this
Indenture under the Trust Indenture Act of 1939, or under any similar federal
statute hereafter enacted, and to add to this Indenture such other provisions as
may be expressly permitted by the Trust Indenture Act of 1939, excluding,
however, the provisions referred to in Section 316(a)(2) of the Trust Indenture
Act of 1939 as in effect at the date as of which this instrument was executed or
any corresponding provision provided for in any similar federal statute
hereafter enacted;


                                      -43-
<PAGE>

            (h) to evidence and provide for the acceptance of appointment
hereunder of a Trustee other than The Chase Manhattan Bank as Trustee for a
series of Securities and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 6.9 hereof;

            (i) subject to Section 8.2 hereof, to add to or modify the
provisions hereof as may be necessary or desirable to provide for the
denomination of Securities in foreign currencies which shall not adversely
affect the interests of the Holders of the Securities in any material respect;

            (j) to modify the covenants or Events of Default of the Issuer
solely in respect of, or add new covenants or Events of Default of the Issuer
that apply solely to, Securities not Outstanding on the date of such
supplemental indenture; and

            (k) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of Section
6.11.

            The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

            Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the
Securities then Outstanding, notwithstanding any of the provisions of Section
8.2.

            SECTION 8.2. Supplemental Indentures with Consent of
Securityholders. With the consent (evidenced as provided in Article Seven) of
the Holders of not less than a majority in aggregate principal amount of the
Securities then Outstanding of any series affected by such supplemental
indenture, voting as one class, the Issuer, when authorized by a Board
Resolution (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Officers' Certificate), and the Trustee
may, from time to time and at any time, enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of execution thereof) 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 Holders of the Securities of such
series; provided, that no such supplemental indenture shall (a) extend the
stated final maturity of the principal of any Security, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest, if
any, thereon (or, in the case of an Original Issue Discount Security, reduce the
rate of accretion of original issue discount thereon),


                                      -44-
<PAGE>

or reduce or alter the method of computation of any amount payable on
redemption, repayment or purchase by the Issuer thereof (or the time at which
any such redemption, repayment or purchase may be made), or make the principal
thereof (including any amount in respect of original issue discount), or
interest, if any, thereon payable in any coin or currency other than that
provided in the Securities or in accordance with the terms of the Securities, or
reduce the amount of the principal of an Original Issue Discount Security that
would be due and payable upon an acceleration of the maturity thereof pursuant
to Section 5.1 or the amount thereof provable in bankruptcy in each case
pursuant to Section 5.2, or impair or affect the right of any Securityholder to
institute suit for the payment thereof or, if the Securities provide therefor,
any right of repayment or purchase at the option of the Securityholder, in each
case without the consent of the Holder of each Security so affected, or (b)
reduce the aforesaid percentage of Securities of any series, the consent of the
Holders of which is required for any such supplemental indenture, without the
consent of the Holders of each Security so affected. No consent of any Holder of
any Security shall be necessary under this Section 8.2 to permit the Trustee and
the Issuer to execute supplemental indentures pursuant to Sections 8.1 and 9.2.

            A supplemental indenture which changes or eliminates any covenant,
Event of Default or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of Securities,
or which modifies the rights of Holders of Securities of such series, with
respect to such covenant or provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series.

            Upon the request of the Issuer, accompanied by a copy of a
resolution of the Board of Directors (which resolution may provide general terms
or parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Officers'
Certificate) certified by the secretary or an assistant secretary of the Issuer
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of the Holders of the
Securities as aforesaid and other documents, if any, required by Section 7.1,
the Trustee shall join with the Issuer in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may at its discretion, but shall not be obligated to, enter into such
supplemental indenture.

            It shall not be necessary for the consent of the Securityholders
under this Section 8.2 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

            Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.2, the
Issuer (or the Trustee at the request and expense of the Issuer) shall give
notice thereof to the Holders of then Outstanding Securities of each series
affected thereby, as provided in Section 11.4. Any failure of the Issuer to give
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.

            SECTION 8.3. Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
and the respective rights,


                                      -45-
<PAGE>

limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Issuer and the Holders of Securities of each series affected
thereby shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and shall be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

            SECTION 8.4. Documents to Be Given to Trustee. The Trustee, subject
to the provisions of Sections 6.1 and 6.2, shall be entitled to receive an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article Eight complies with the
applicable provisions of this Indenture and that all conditions precedent to the
execution and delivery of such supplemental indenture have been satisfied.

            SECTION 8.5. Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article Eight may bear a notation in form approved by the Trustee for such
series as to any matter provided for by such supplemental indenture or as to any
action taken by Securityholders. If the Issuer or the Trustee shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Issuer, to any modification of this Indenture
contained in any such supplemental indenture may be prepared and executed by the
Issuer, authenticated by the Trustee and delivered in exchange for the
Securities of such series then Outstanding.

                                  ARTICLE NINE
        CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE OR OTHER DISPOSITION

            SECTION 9.1. Issuer May Consolidate, etc., on Certain Terms. Subject
to the provisions of Section 9.2, nothing contained in this Indenture or in any
of the Securities shall prevent any consolidation or merger of the Issuer with
or into any other Person or Persons (whether or not affiliated with the Issuer),
or successive consolidations or mergers in which the Issuer or its successor or
successors shall be a party or parties, or shall prevent any sale, lease,
exchange or other disposition of all or substantially all the property and
assets of the Issuer to any other Person (whether or not affiliated with the
Issuer) authorized to acquire and operate the same; provided, however, and the
Issuer hereby covenants and agrees, that any such consolidation, merger, sale,
lease, exchange or other disposition shall be upon the conditions that (a)
immediately after giving effect to such consolidation, merger, sale, lease,
exchange or other disposition of the Person (whether the Issuer or such other
Person) formed by or surviving any such consolidation or merger, or to which
such sale, lease, exchange or other disposition shall have been made, no Event
of Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing; (b) the
Person (if other than the Issuer) formed by or surviving any such consolidation
or merger, or to which such sale, lease, exchange or other disposition shall
have been made, shall be a corporation, limited liability company or partnership
organized under the laws of the United States of America, any state thereof or
the District of Columbia; and (c) the due and punctual payment of the principal
of and interest, if any, on all the Securities, according to their tenor, and
the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be


                                      -46-
<PAGE>

performed by the Issuer, shall be expressly assumed, by supplemental indenture
satisfactory in form to the Trustee executed and delivered to the Trustee, by
the Person (if other than the Issuer) formed by such consolidation, or into
which the Issuer shall have been merged, or by the Person which shall have
acquired or leased such property.

            SECTION 9.2. Successor Corporation to be Substituted. In case of any
such consolidation or merger or any sale, conveyance or lease of all or
substantially all of the property of the Issuer and upon the assumption by the
successor Person, by supplemental indenture executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of, premium, if any, and interest, if any, on all of the
Securities and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Issuer, such successor
Person shall succeed to and be substituted for the Issuer, with the same effect
as if it had been named herein as the party of the first part, and the Issuer
(including any intervening successor to the Issuer which shall have become the
obligor hereunder) shall be relieved of any further obligation under this
Indenture and the Securities; provided, however, that in the case of a sale,
lease, exchange or other disposition of the property and assets of the Issuer
(including any such intervening successor), the Issuer (including any such
intervening successor) shall continue to be liable on its obligations under this
Indenture and the Securities to the extent, but only to the extent, of liability
to pay the principal of, premium, if any, and interest, if any, on the
Securities at the time, places and rate prescribed in this Indenture and the
Securities. Such successor Person thereupon may cause to be signed, and may
issue either in its own name or in the name of the Issuer, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Issuer and delivered to the Trustee; and, upon the order of such successor
Person instead of the Issuer and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Issuer to the Trustee for authentication, and
any Securities which such successor Person thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Securities so issued
shall in all respects have the same legal rank and benefit under this Indenture
as the Securities theretofore or thereafter issued in accordance with the terms
of this Indenture as though all of such Securities had been issued at the date
of the execution hereof.

            In case of any such consolidation or merger or any sale, lease,
exchange or other disposition of all or substantially all of the property and
assets of the Issuer, such changes in phraseology and form (but not in
substance) may be made in the Securities, thereafter to be issued, as may be
appropriate.

            SECTION 9.3. Opinion of Counsel to be Given Trustee. The Trustee,
subject to Sections 6.1 and 6.2, shall receive an Officers' Certificate and
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, lease, exchange or other disposition and any such assumption complies with
the provisions of this Article Nine.


                                      -47-
<PAGE>

                                  ARTICLE TEN
                    SATISFACTION AND DISCHARGE OF INDENTURE;
                      COVENANT DEFEASANCE; UNCLAIMED MONEYS

            SECTION 10.1. Satisfaction and Discharge of Indenture; Covenant
Defeasance.

            (A) If at any time (a) the Issuer shall have paid or caused to be
paid the principal of, premium, if any, and interest, if any, on all the
Securities Outstanding (other than Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 2.9) as and
when the same shall have become due and payable, or (b) the Issuer shall have
delivered to the Trustee for cancellation all Securities theretofore
authenticated (other than Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.9); and if, in any
such case, the Issuer shall also pay or cause to be paid all other sums payable
hereunder by the Issuer (including all amounts payable to the Trustee pursuant
to Section 6.6), then this Indenture shall cease to be of further effect, and
the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent relating to
the satisfaction and discharge contemplated by this provision have been complied
with, and at the cost and expense of the Issuer, shall execute proper
instruments acknowledging such satisfaction and discharging this Indenture. The
Issuer agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred, and to compensate the Trustee for any services
thereafter reasonably and properly rendered, by the Trustee in connection with
this Indenture or the Securities.

            (B) If at any time (a) the Issuer shall have paid or caused to be
paid the principal of, premium, if any, and interest, if any, on all the
Securities of any series Outstanding (other than Securities of such series which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 2.9) as and when the same shall have become due and payable,
or (b) the Issuer shall have delivered to the Trustee for cancellation all
Securities of any series theretofore authenticated (other than any Securities of
such series which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.9), or (c) in the case of any series
of Securities with respect to which the exact amount described in clause (ii)
below can be determined at the time of making the deposit referred to in such
clause (ii), (i) all the Securities of such series not theretofore delivered to
the Trustee for cancellation shall have become due and payable, or by their
terms are to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and (ii) the Issuer shall have irrevocably
deposited or caused to be deposited with the Trustee as funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of Securities of such series, cash in an amount (other than moneys
repaid by the Trustee or any paying agent to the Issuer in accordance with
Section 10.4) or non-callable, non-prepayable bonds, notes, bills or other
similar obligations issued or guaranteed by the United States government or any
agency thereof the full and timely payment of which are backed by the full faith
and credit of the United States ("U.S. Government Obligations"), maturing as to
principal and interest, if any, at such times and in such amounts as will insure
without reinvestment the availability of cash, or a combination thereof,
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 (1) the principal of, premium, if any, and interest, if any, on
all Securities of such series on each date that such principal of, premium,


                                      -48-
<PAGE>

if any, or interest, if any, is due and payable, and (2) any mandatory sinking
fund payments on the dates on which such payments are due and payable in
accordance with the terms of the Indenture and the Securities of such series;
then the Issuer shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of such series on the date of the deposit
referred to in clause (ii) above and the provisions of this Indenture with
respect to the Securities of such series shall no longer be in effect (except,
in the case of clause (c) of this Section 10.1(B), as to (i) rights of
registration of transfer and exchange of Securities of such series, (ii) rights
of substitution of mutilated, defaced, destroyed, lost or stolen Securities of
such series, (iii) rights of Holders of Securities of such series to receive
payments of principal thereof and premium, if any, and interest, if any, thereon
upon the original stated due dates therefor (but not upon acceleration), and
remaining rights of the Holders of Securities of such series to receive
mandatory sinking fund payments thereon, if any, when due, (iv) the rights,
obligations, duties and immunities of the Trustee hereunder, (v) the rights of
the Holders of Securities of such series as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them and
(vi) the obligations of the Issuer under Section 3.2 with respect to Securities
of such series) and the Trustee, on demand of the Issuer accompanied by an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent contemplated by this provision have been complied with, and
at the cost and expense of the Issuer, shall execute proper instruments
acknowledging the same.

            (C) The following provisions shall apply to the Securities of each
series unless specifically otherwise provided in a Board Resolution, Officers'
Certificate or indenture supplemental hereto provided pursuant to Section 2.3.
In addition to discharge of the Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities with respect to which the
exact amount described in subparagraph (a) below can be determined at the time
of making the deposit referred to in such subparagraph (a), the Issuer shall be
deemed to have paid and discharged the entire indebtedness on all the Securities
of such a series on the 91st day after the date of the deposit referred to in
subparagraph (a) below, and the provisions of this Indenture with respect to the
Securities of such series shall no longer be in effect (except as to (i) rights
of registration of transfer and exchange of Securities of such series, (ii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities of such
series, (iii) rights of Holders of Securities of such series to receive payments
of principal thereof, premium, if any, and interest, if any, thereon upon the
original stated due dates therefor (but not upon acceleration), and remaining
rights of the Holders of Securities of such series to receive mandatory sinking
fund payments, if any, (iv) the rights, obligations, duties and immunities of
the Trustee hereunder, (v) the rights of the Holders of Securities of such
series as beneficiaries hereof with respect to the property so deposited with
the Trustee payable to all or any of them and (vi) the obligations of the Issuer
under Section 3.2 with respect to Securities of such series) and the Trustee, on
demand of the Issuer accompanied by an Officers' Certificate and an Opinion of
Counsel, each stating that all conditions precedent contemplated by this
provision have been complied with, and at the cost and expense of the Issuer,
shall execute proper instruments acknowledging the same, if

                  (a) with reference to this provision the Issuer has
            irrevocably deposited or caused to be irrevocably deposited with the
            Trustee as funds in trust, specifically pledged as security for, and
            dedicated solely to, the benefit of the Holders of Securities of
            such series (i) cash in an amount, or (ii) U.S. Government
            Obligations, maturing without reinvestment as to principal and
            interest, if any, at


                                      -49-
<PAGE>

            such times and in such amounts as will insure the availability of
            cash, or (iii) a combination thereof, 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 (A) the principal of, premium, if any, and interest,
            if any, on all Securities of such series on each date that such
            principal or interest, if any, is due and payable, and (B) any
            mandatory sinking fund payments on the dates on which such payments
            are due and payable in accordance with the terms of the Indenture
            and the Securities of such series;

                  (b) such deposit will not result in a breach or violation of,
            or constitute a default under, any agreement or instrument to which
            the Issuer is a party or by which it is bound; and

                  (c) the Issuer has delivered to the Trustee an Opinion of
            Counsel based on the fact that (x) the Issuer has received from, or
            there has been published by, the Internal Revenue Service a ruling
            or (y), since the date hereof, there has been a change in the
            applicable United States federal income tax law, in either case to
            the effect that, and such opinion 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.

            SECTION 10.2. Application by Trustee of Funds Deposited for Payment
of Securities. Subject to Section 10.4, all moneys and U.S. Government
Obligations deposited with the Trustee pursuant to Section 10.1 shall be held in
trust, and such moneys and all moneys from such U.S. Government Obligations
shall be applied by it to the payment, either directly or through any paying
agent (including the Issuer acting as its own paying agent), to the Holders of
the particular Securities of such series for the payment or redemption of which
such moneys and U.S. Government Obligations have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest,
if any, but such moneys and U.S. Government Obligations need not be segregated
from other funds except to the extent required by law.

            SECTION 10.3. Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect to
Securities of any series, all moneys then held by any paying agent under the
provisions of this Indenture with respect to such series of Securities shall,
upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon
such paying agent shall be released from all further liability with respect to
such moneys.

            SECTION 10.4. Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any
paying agent for the payment of the principal of, premium, if any, or interest,
if any, on any Security of any series and not applied but remaining unclaimed
for two years after the date upon which such principal, premium, if any, or
interest, if any, shall have become due and payable, shall, upon the written
request of the Issuer and unless otherwise required by mandatory provisions of
applicable


                                      -50-
<PAGE>

escheat or abandoned or unclaimed property law, be repaid to the Issuer by the
Trustee for such series or such paying agent and the Holder of the Securities of
such series shall, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property laws, thereafter look only
to the Issuer for any payment which such Holder may be entitled to collect, and
all liability of the Trustee or any paying agent with respect to such moneys
shall thereupon cease.

      SECTION 10.5. Indemnity for U.S. Government Obligations. The Issuer shall
pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section
10.1 or the principal or interest received in respect of such obligations.

                                 ARTICLE ELEVEN
                            MISCELLANEOUS PROVISIONS

            SECTION 11.1. Partners, Incorporators, Stockholders, Officers and
Directors of Issuer Exempt from Individual Liability. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer, or any partner of the Issuer or of
any successor, either directly or through the Issuer or any successor, under any
rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities by the Holders thereof and as part of the consideration for the issue
of the Securities.

            SECTION 11.2. Provisions of Indenture for the Sole Benefit of
Parties and Holders of Securities. Nothing in this Indenture or in the
Securities, expressed or implied, shall give or be construed to give to any
Person, other than the parties hereto and their successors and the Holders of
the Senior Indebtedness and the Holders of the Securities, any legal or
equitable right, remedy or claim under this Indenture or under any covenant or
provision herein contained, all such covenants and provisions being for the sole
benefit of the parties hereto and their successors and of the Holders of the
Securities.

            SECTION 11.3. Successors and Assigns of Issuer Bound by Indenture.
All the covenants, stipulations, promises and agreements in this Indenture
contained by or on behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.

            SECTION 11.4. Notices and Demands on Issuer, Trustee and Holders of
Securities. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders of
Securities to or on the Issuer, or as required pursuant to the Trust Indenture
Act of 1939, may be given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Issuer is filed by the Issuer with the Trustee) to
Citizens Communications Company, 3 High Ridge Park, Stamford, Connecticut 06905.
Any notice, direction, request or demand by the Issuer or any Holder of
Securities to or upon the Trustee


                                      -51-
<PAGE>

shall be deemed to have been sufficiently given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address of the Trustee is filed by the Trustee
with the Issuer) to The Chase Manhattan Bank, 450 W. 33rd Street, New York, New
York 10001, [attention: Institutional Trust Services Administration (Citizens
Communications Company [specify series of Securities])].

            Where this Indenture provides for notice to Holders of Securities,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
entitled thereto, at his last address as it appears in the Security register.
Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

            In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuer when such
notice is required to be given pursuant to any provision of this Indenture, then
any manner of giving such notice as shall be reasonably satisfactory to the
Trustee shall be deemed to be sufficient notice.

            SECTION 11.5. Officers' Certificates and Opinions of Counsel;
Statements to Be Contained Therein. Upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this Indenture,
or as required pursuant to the Trust Indenture Act of 1939, the Issuer shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

            Each certificate or opinion provided for in this Indenture (other
than a certificate provided pursuant to Section 4.3(d)) and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture 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 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.

            Any certificate, statement or opinion of an officer of the Issuer
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of or representations by counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon which
his certificate, statement or opinion may be based as aforesaid are erroneous,
or in the exercise of reasonable care should know that the same are erroneous.
Any


                                      -52-
<PAGE>

certificate, statement or opinion of counsel may be based, insofar as it relates
to factual matters, information with respect to which is in the possession of
the Issuer, upon the certificate, statement or opinion of or representations by
an officer or officers of the Issuer, unless such counsel knows that the
certificate, statement or opinion or representations with respect to the matters
upon which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous.

            Any certificate, statement or opinion of an officer of the Issuer or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

            Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a statement
that such firm is independent.

            SECTION 11.6. Payments Due on Saturdays, Sundays and Holidays. If
the date of maturity of principal of or interest, if any, on the Securities of
any series or the date fixed for redemption, purchase or repayment of any such
Security shall not be a Business Day, then payment of interest, if any, premium,
if any, or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, purchase or repayment, and, in the
case of payment, no interest shall accrue for the period after such date.

            SECTION 11.7. Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
which is required to be included herein by any of Sections 310 to 317,
inclusive, or is deemed applicable to this Indenture by virtue of the
provisions, of the Trust Indenture Act of 1939, such required or deemed
provision shall control.

            SECTION 11.8. GOVERNING LAW. THIS INDENTURE AND EACH SECURITY SHALL
BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH
STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

            SECTION 11.9. Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

            SECTION 11.10. Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


                                      -53-
<PAGE>

                                 ARTICLE TWELVE
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

            SECTION 12.1. Applicability of Article. The provisions of this
Article shall be applicable to the Securities of any series which are redeemable
before their maturity or to any sinking fund for the retirement of Securities of
a series except as otherwise specified, as contemplated by Section 2.3 for
Securities of such series.

            SECTION 12.2. Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer shall be given by mailing notice of such
redemption by first class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear in the
Security register. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Holder receives the notice. Failure to give notice by mail, or any defect in the
notice to the Holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

            The notice of redemption to each such Holder shall specify (i) the
principal amount of each Security of such series held by such Holder to be
redeemed, (ii) the date fixed for redemption, (iii) the redemption price, (iv)
the place or places of payment, (v) the CUSIP number relating to such
Securities, (vi) that payment will be made upon presentation and surrender of
such Securities, (vii) whether such redemption is pursuant to the mandatory or
optional sinking fund, or both, if such be the case, (viii) whether interest, if
any, (or, in the case of Original Issue Discount Securities, original issue
discount) accrued to the date fixed for redemption will be paid as specified in
such notice and (ix) whether on and after said date interest, if any, (or, in
the case of Original Issue Discount Securities, original issue discount) thereon
or on the portions thereof to be redeemed will cease to accrue. In case any
Security of a series is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof will be issued.

            The notice of redemption of Securities of any series to be redeemed
at the option of the Issuer shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer.

            On or before the redemption date specified in the notice of
redemption given as provided in this Section 12.2, the Issuer will deposit with
the Trustee or with one or more paying agents (or, if the Issuer is acting as
its own paying agent, set aside, segregate and hold in trust as provided in
Section 3.5) an amount of money sufficient to redeem on the redemption date all
the Securities of such series so called for redemption at the appropriate
redemption price, together with accrued interest, if any, to the date fixed for
redemption. The Issuer will deliver to the Trustee at least 45 days prior to the
date fixed for redemption (unless a shorter notice period shall be satisfactory
to the Trustee) an Officers' Certificate stating the aggregate principal amount
of Securities to be redeemed. In case of a redemption at the election of the
Issuer prior to the


                                      -54-
<PAGE>

expiration of any restriction on such redemption, the Issuer shall deliver to
the Trustee, prior to the giving of any notice of redemption to Holders pursuant
to this Section, an Officers' Certificate stating that such restriction has been
complied with.

            If less than all the Securities of a series are to be redeemed, the
Trustee, within 10 Business Days after the Issuer gives written notice to the
Trustee that such redemption is to occur, shall select, in such manner as it
shall deem appropriate and fair, Securities of such series to be redeemed.
Notice of the redemption shall be given only after such selection has been made.
Securities may be redeemed in part in multiples equal to the minimum authorized
denomination for Securities of such series or any multiple thereof. The Trustee
shall promptly notify the Issuer in writing of the Securities of such series
selected for redemption and, in the case of any Securities of such series
selected for partial redemption, the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any series shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

            SECTION 12.3. Payment of Securities Called for Redemption. If notice
of redemption has been given as provided by this Article Twelve, the Securities
or portions of Securities specified in such notice shall become due and payable
on the date and at the place or places stated in such notice at the applicable
redemption price, together with interest, if any, accrued to the date fixed for
redemption, and on and after said date (unless the Issuer shall default in the
payment of such Securities at the redemption price, together with interest, if
any, accrued to said date) interest, if any (or, in the case of Original Issue
Discount Securities, original issue discount) on the Securities or portions of
Securities so called for redemption shall cease to accrue, and such Securities
shall cease from and after the date fixed for redemption (unless an earlier date
shall be specified in a Board Resolution, Officers' Certificate or executed
supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to
which the form and terms of the Securities of such series were established)
except as provided in Sections 6.5 and 10.4, to be entitled to any benefit or
security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest, if any, to the date fixed for redemption. On
presentation and surrender of such Securities at a place of payment specified in
said notice, said Securities or the specified portions thereof shall be paid and
redeemed by the Issuer at the applicable redemption price, together with
interest, if any, accrued thereon to the date fixed for redemption; provided
that payment of interest, if any, becoming due on or prior to the date fixed for
redemption shall be payable to the Holders of Securities registered as such on
the relevant record date subject to the terms and provisions of Sections 2.3 and
2.7 hereof.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the redemption price shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by such Security.

            Upon presentation of any Security redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and deliver to or on the order
of the Holder thereof, at the expense of the Issuer, a new Security or
Securities of such series, and of like tenor, of authorized


                                      -55-
<PAGE>

denominations, in principal amount equal to the unredeemed portion of the
Security so presented.

            SECTION 12.4. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officers' Certificate delivered to the Trustee at least 45 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the
Issuer, or (b) a Person specifically identified in such written statement as an
Affiliate of the Issuer.

            SECTION 12.5. Mandatory and Optional Sinking Funds. 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 payment in excess of such minimum amount provided for by the terms of the
Securities of any series is herein referred to as an "optional sinking fund
payment." The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date."

            In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Issuer and delivered to the Trustee for
cancellation pursuant to Section 2.10, (b) receive credit for optional sinking
fund payments (not previously so, credited) made pursuant to this Section 12.5,
or (c) receive credit for Securities of such series (not previously so credited)
redeemed by the Issuer through any optional redemption provision contained in
the terms of such series. Securities so delivered or credited shall be received
or credited by the Trustee at the sinking fund redemption price specified in
such Securities.

            On or before the 60th day next preceding each sinking fund payment
date for any series, the Issuer will deliver to the Trustee an Officers'
Certificate (a) specifying the portion of the mandatory sinking fund payment to
be satisfied by payment of cash and the portion to be satisfied by credit of
Securities of such series and the basis for such credit, (b) stating that none
of the Securities of such series to be so credited has theretofore been so
credited, (c) stating that no defaults in the payment of interest or Events of
Default with respect to such series have occurred (which have not been waived or
cured or otherwise ceased to exist) and are continuing, and (d) stating whether
or not the Issuer intends to exercise its right to make an optional sinking fund
payment with respect to such series and, if so, specifying the amount of such
optional sinking fund payment which the Issuer intends to pay on or before the
next succeeding sinking fund payment date. Any Securities of such series to be
credited and required to be delivered to the Trustee in order for the Issuer to
be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to Section
2.10 to the Trustee with such Officers' Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officers' Certificate shall be
irrevocable and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.


                                      -56-
<PAGE>

Failure of the Issuer, on or before any such 60th day, to deliver such Officers'
Certificate and Securities (subject to the parenthetical clause in the second
preceding sentence) specified in this paragraph, if any, shall not constitute a
default but shall constitute, on and as of such date, the irrevocable election
of the Issuer (i) that the mandatory sinking fund payment for such series due on
the next succeeding sinking fund payment date shall be paid entirely in cash
without the option to deliver or credit Securities of such series in respect
thereof, and (ii) that the Issuer will make no optional sinking fund payment
with respect to such series as provided in this Section 12.5.

            If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $50,000, or a lesser sum if the Issuer shall so request with respect to
the Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest, if
any, to the date fixed for redemption. If such amount shall be $50,000 or less
and the Issuer makes no such request, then it shall be carried over until a sum
in excess of $50,000 is available. The Trustee shall select, in the manner
provided in Section 12.2, for redemption on such sinking fund payment date a
sufficient principal amount of Securities of such series to absorb said cash, as
nearly as may be, and shall (if requested in writing by the Issuer) inform the
Issuer of the serial numbers of the Securities of such series (or portions
thereof) so selected. The Issuer, or the Trustee, in the name and at the expense
of the Issuer (if the Issuer shall so request the Trustee in writing) shall
cause notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 12.2 (and with the effect provided
in Section 12.3) for the redemption of Securities of such series in part at the
option of the Issuer. The amount of any sinking fund payments not so applied or
allocated to the redemption of Securities of such series shall be added to the
next cash sinking fund payment for such series and, together with such payment,
shall be applied in accordance with the provisions of this Section 12.5. Any and
all sinking fund moneys held on the stated maturity date of the Securities of
any particular series (or earlier, if such maturity is accelerated), which are
not held for the payment or redemption of particular Securities of such series
shall be applied, together with other moneys, if necessary, sufficient for the
purpose, to the payment of the principal of, and interest, if any, on, the
Securities of such series at maturity.

            On or before each sinking fund payment date, the Issuer shall pay to
the Trustee in cash or shall otherwise provide for the payment of all interest,
if any, accrued to the date fixed for redemption on Securities to be redeemed on
such sinking fund payment date.

            The Trustee shall not redeem or cause to be redeemed any Securities
of a series with sinking fund moneys or give any notice of redemption of
Securities for such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default with respect to such series except that, where the giving of
notice of redemption of any Securities shall theretofore have been made, the
Trustee shall redeem or cause to be redeemed such Securities, provided that it
shall have received from the Issuer a sum sufficient for such redemption. Except
as aforesaid, and subject to Article Thirteen, any moneys in the sinking fund
for such series at the time when any such default or Event of Default known to a
Responsible Officer of the Trustee shall occur, and any moneys thereafter


                                      -57-
<PAGE>

paid into the sinking fund, shall, during the continuance of such default or
Event of Default, be deemed to have been collected under Article Five and held
for the payment of all such Securities. In case such Event of Default shall have
been waived as provided in Article Five or the default cured on or before the
60th day preceding the sinking fund payment date in any year, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section to the redemption of such Securities.

                                ARTICLE THIRTEEN
                                  SUBORDINATION

            SECTION 13.1. Securities Subordinated to Senior Indebtedness. (a)
The Issuer covenants and agrees, and each Holder of Securities of each series,
by his acceptance thereof, likewise covenants and agrees, that anything in this
Indenture or the Securities of any series to the contrary notwithstanding, the
indebtedness evidenced by the Securities of each series is subordinate and
junior in right of payment, to the extent provided herein, to all Senior
Indebtedness, whether outstanding on the date of execution of this Indenture or
thereafter created, incurred or assumed, and that the subordination is for the
benefit of the holders of Senior Indebtedness.

            (b) Subject to Section 13.4, if (i) the Issuer shall default in the
payment of any principal of, premium, if any, or interest, if any, on any Senior
Indebtedness when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or by declaration of acceleration or otherwise, or
(ii) any other default shall occur with respect to Senior Indebtedness and the
maturity of such Senior Indebtedness has been accelerated in accordance with its
terms, then, upon written notice of such default to the Issuer and the Trustee
by the holders of Senior Indebtedness or any trustee therefor, unless and until,
in either case, the default has been cured or waived, or has ceased to exist, or
any such acceleration has been rescinded or such Senior Indebtedness has been
paid in full, no direct or indirect payment (in cash, property, securities, by
set-off or otherwise) shall be made or agreed to be made on account of the
principal of, premium, if any, or interest, if any, on any of the Securities, or
in respect of any redemption, retirement, purchase or other acquisition of any
of the Securities other than those made in capital stock of the Issuer (or cash
in lieu of fractional shares thereof).

            (c) If any default (other than a default described in paragraph (b)
of this Section 13.1) shall occur under the Senior Indebtedness, pursuant to
which the maturity thereof may be accelerated immediately without further notice
(except such notice as may be required to effect such acceleration) or the
expiration of any applicable grace periods occurs (a "Senior Nonmonetary
Default"), then, upon the receipt by the Issuer and the Trustee of written
notice thereof (a "Payment Notice") from or on behalf of holders of such Senior
Indebtedness specifying an election to prohibit such payment and other action by
the Issuer in accordance with the following provisions of this paragraph (c),
the Issuer may not make any payment or take any other action that would be
prohibited by paragraph (b) of this Section 13.1 during the period (the "Payment
Blockage Period") commencing on the date of receipt of such Payment Notice and
ending on the earlier of (i) the date, if any, on which the holders of such
Senior Indebtedness or their representative notify the Trustee that such Senior
Nonmonetary Default is cured or waived


                                      -58-
<PAGE>

or ceases to exist or the Senior Indebtedness to which such Senior Nonmonetary
Default relates is discharged or (ii) the 179th day after the date of receipt of
such Payment Notice. Notwithstanding the provisions described in the immediately
preceding sentence, the Issuer may resume payments on the Securities following
such Payment Blockage Period. Any number of Payment Notices may be given;
provided, however, that (i) not more than one Payment Notice shall be given
within a period of any 360 consecutive days, and (ii) no default that existed
upon the date of such Payment Notice or the commencement of such Payment
Blockage Period (whether or not such event of default is on the same issue of
Senior Indebtedness) shall be made the basis for the commencement of any other
Payment Blockage Period.

            (d) If (i) (A) without the consent of the Issuer, a receiver,
conservator, liquidator or trustee of the Issuer or of any of its property is
appointed by the order or decree of any court or agency or supervisory authority
having jurisdiction, and such decree or order remains in effect for more than 60
days or (B) the Issuer is adjudicated bankrupt or insolvent or (C) any of its
property is sequestered by court order and such order remains in effect for more
than 60 days or (D) a petition is filed against the Issuer under any state or
federal bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution, liquidation or receivership law of any jurisdiction whether
now or hereafter in effect (including without limitation the Bankruptcy Code),
and is not dismissed within 60 days after such filing; or (ii) the Issuer (A)
commences a voluntary case or other proceeding seeking liquidation,
reorganization, arrangement, insolvency, readjustment of debt, dissolution,
liquidation or other relief with respect to itself or its debt or other
liabilities under any bankruptcy, insolvency or other similar law now or
hereafter in effect (including without limitation the Bankruptcy Code) or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, or (B) consents
to any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced against it, or (C)
fails generally to, or cannot, pay its debts generally as they become due or (D)
takes any corporate action to authorize or effect any of the foregoing; or (iii)
any Subsidiary of the Issuer takes, suffers or permits to exist any of the
events or conditions referred to in the foregoing clause (i) or (ii), then all
Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full before any
payment or distribution, whether in cash, securities or other property, shall be
made to any Holder of any Securities on account thereof. Any payment or
distribution, whether in cash, securities or other property (other than
securities of the Issuer or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities to the payment of all Senior
Indebtedness then outstanding and to any securities issued in respect thereof
under any such plan of reorganization or adjustment) which would otherwise (but
for these subordination provisions) be payable or deliverable in respect of the
Securities of any series shall be paid or delivered directly to the holders of
Senior Indebtedness in accordance with the priorities then existing among such
holders until all Senior Indebtedness (including any interest thereon accruing
after the commencement of any such proceedings) shall have been paid in full. In
the event of any such proceeding, after payment in full of all sums owing with
respect to Senior Indebtedness, the Holders of the Securities, together with the
holders of any obligations of the Issuer ranking on a parity with the
Securities, shall be entitled to be paid from the remaining assets of the Issuer
the amounts at the time due and owing on account of unpaid principal of and
interest, if any, on the Securities and such other obligations before any
payment or other


                                      -59-
<PAGE>

distribution, whether in cash, property or otherwise, shall be made on account
of any capital stock or any obligations of the Issuer ranking junior to the
Securities and such other obligations.

            (e) If, notwithstanding the foregoing, any payment or distribution
of any character, whether in cash, securities or other property (other than
securities of the Issuer or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in the subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness then outstanding and to any securities issued in respect thereof
under any such plan of reorganization or readjustment), shall be received by the
Trustee or any Holder in contravention of any of the terms hereof, such payment
or distribution of securities shall be received in trust for the benefit of and
shall be paid over or delivered and transferred to the trustee in bankruptcy,
receiver, liquidating trustee, custodian, agent or other Person making payment
or distribution of assets of the Issuer for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all such
Senior Indebtedness in full. In the event of the failure of the Trustee or any
Holder to endorse or assign any such payment, distribution or security, each
holder of such Senior Indebtedness is hereby irrevocably authorized to endorse
or assign the same.

            (f) No present or future holder of any Senior Indebtedness shall be
prejudiced in the right to enforce subordination of the indebtedness evidenced
by the Securities by any act or failure to act on the part of the Issuer or any
Holder of Securities. Nothing contained herein shall impair, as between the
Issuer and the Holders of Securities of each series, the obligation of the
Issuer to pay to such Holders the principal of and interest, if any, on such
Securities or prevent the Trustee or the Holder from exercising all rights,
powers and remedies otherwise permitted by applicable law or hereunder upon a
default or Event of Default hereunder, all subject to the rights of the holders
of the Senior Indebtedness to remove cash, securities or other property
otherwise payable or deliverable to the Holders.

            (g) Senior Indebtedness shall not be deemed to have been paid in
full unless the holders thereof shall have received cash, securities or other
property equal to the amount of such Senior Indebtedness then outstanding. Upon
the payment in full of all Senior Indebtedness, the Holders of Securities of
each series shall be subrogated to all rights of any holders of Senior
Indebtedness to receive any further payment or distributions applicable to the
Senior Indebtedness until the indebtedness evidenced by the Securities of such
series shall have been paid in full and such payments or distributions received
by such Holders, by reason of such subrogation, of cash, securities or other
property which otherwise would be paid or distributed to the holders of Senior
Indebtedness, shall, as between the Issuer and its creditors other than the
holders of Senior Indebtedness, on the one hand, and such Holders, on the other
hand, be deemed to be a payment by the Issuer on account of Senior Indebtedness,
and not on account of the Securities of such series.

            (h) The provisions of this Section 13.1 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Issuer in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.


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<PAGE>

            (i) The securing of any obligations of the Issuer, otherwise ranking
on a parity with the Securities, shall not be deemed to prevent such obligations
from constituting, respectively, obligations ranking on a parity with the
Securities.

            SECTION 13.2. Reliance on Certificate of Liquidating Agent; Further
Evidence as to Ownership of Senior Indebtedness. Upon any payment or
distribution of assets of the Issuer, the Trustee and the Holders shall be
entitled to rely upon an order or decree issued by any court of competent
jurisdiction in which such dissolution or winding up or liquidation or
reorganization or arrangement proceedings are pending or upon a certificate of
the bankruptcy trustee, receiver, assignee for the benefit of creditors or other
Person making such payment or distribution, delivered to the Trustee or to the
Holders, for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Indebtedness and other indebtedness
of the Issuer, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
Thirteen. In the absence of any such bankruptcy trustee, receiver, assignee or
other Person, the Trustee shall be entitled to rely upon written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a trustee
or representative on behalf of such holder) as evidence that such Person is a
holder of Senior Indebtedness (or is such a trustee or representative). If 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 distributions pursuant to this Article Thirteen,
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, as to the extent to which such Person is entitled to participate in such
payment or distribution, and to other facts pertinent to the rights of such
Person under this Article Thirteen, 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 13.3. Payment Permitted If No Default. Nothing contained in
this Article Thirteen or elsewhere in this Indenture, or in any of the
Securities, shall prevent (a) the Issuer at any time, except during the pendency
of any default with respect to Senior Indebtedness described in Section 13.1(b)
or Section 13.1(c) or of any of the events described in Section 13.1(d), from
making payments of the principal of or interest, if any, on the Securities, or
(b) the application by the Trustee or any paying agent of any moneys deposited
with it hereunder to payments of the principal of or interest, if any, on the
Securities, if, at the time of such deposit, the Trustee or such paying agent,
as the case may be, did not have the written notice provided for in Section 13.5
of any event prohibiting the making of such deposit, or if, at the time of such
deposit (whether or not in trust) by the Issuer with the Trustee or paying agent
(other than the Issuer) such payment would not have been prohibited by the
provisions of this Article Thirteen, and the Trustee or any paying agent shall
not be affected by any notice to the contrary received by it on or after such
date.

            SECTION 13.4. Disputes with Holders of Certain Senior Indebtedness.
Any failure by the Issuer to make any payment on or under any Senior
Indebtedness, other than any Senior Indebtedness as to which the provisions of
this Section 13.4 shall have been waived by the Issuer in the instrument or
instruments by which the Issuer incurred, assumed, guaranteed or otherwise
created such Senior Indebtedness, shall not be deemed a default under Section
13.1 hereof if (i) the Issuer shall be disputing its obligation to make such
payment or perform such


                                      -61-
<PAGE>

obligation, and (ii) either (A) no final judgment relating to such dispute shall
have been issued against the Issuer which is in full force and effect and is not
subject to further review, including a judgment that has become final by reason
of the expiration of the time within which a party may seek further appeal or
review, or (B) if a judgment that is subject to further review or appeal has
been issued, the Issuer shall in good faith be prosecuting an appeal or other
proceeding for review, and a stay of execution shall have been obtained pending
such appeal or review.

            SECTION 13.5. Trustee Not Charged with Knowledge of Prohibition.
Anything in this Article Thirteen or elsewhere in this Indenture contained to
the contrary notwithstanding, the Trustee shall not at any time be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment of moneys to or by the Trustee and shall be entitled to assume
conclusively that no such facts exist and that no event specified in clauses (b)
and (c) of Section 13.1 has happened unless and until the Trustee shall have
received an Officers' Certificate to the effect or notice in writing to that
effect signed by or on behalf of the holder or holders, or the representatives,
of Senior Indebtedness who shall have been certified by the Issuer or otherwise
established to the reasonable satisfaction of the Trustee to be such holder or
holders or representatives or from any trustee under any indenture pursuant to
which such Senior Indebtedness shall be outstanding; provided, however, that, if
the Trustee shall not have received the Officers' Certificate or notice provided
for in this Section 13.5 at least three Business Days preceding the date upon
which by the terms hereof any moneys become payable for any purpose (including,
without limitation, the payment of either the principal of or interest, if any,
on any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
moneys and apply the same to the purpose for which they were received and shall
not be affected by any notice to the contrary that may be received by it within
three Business Days preceding such date. The Issuer shall give prompt written
notice to the Trustee and to each paying agent of any facts that would prohibit
any payment of moneys to or by the Trustee or any paying agent, and the Trustee
shall not be charged with knowledge of the curing of any default or the
elimination of any other fact or condition preventing such payment or
distribution unless and until the Trustee shall have received an Officers'
Certificate to such effect.

            SECTION 13.6. Trustee to Effectuate Subordination. Each Holder of
Securities by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination as between such Holder and holders of Senior Indebtedness as
provided in this Article Thirteen and appoints the Trustee its attorney-in-fact
for any and all such purposes.

            SECTION 13.7. Rights of Trustee as Holder of Senior Indebtedness.
The Trustee shall be entitled to all the rights set forth in this Article
Thirteen with respect to any Senior Indebtedness which may at the time be held
by it, to the same extent as any other holder of Senior Indebtedness and nothing
in this Indenture shall deprive the Trustee of any of its rights as such holder.
Nothing in this Article Thirteen shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.6.

            SECTION 13.8. Article Applicable to Paying Agents. In case at any
time any paying agent other than the Trustee shall have been appointed by the
Issuer and be then acting hereunder, the term "Trustee" as used in this Article
Thirteen shall in such case (unless the


                                      -62-
<PAGE>

context shall otherwise require) be construed as extending to and including such
paying agent within its meaning as fully for all intents and purposes as if the
paying agent were named in this Article Thirteen in addition to or in place of
the Trustee; provided, however, that Sections 13.5 and 13.7 shall not apply to
the Issuer if it acts as paying agent.

            SECTION 13.9. Subordination Rights Not Impaired by Acts or Omissions
of the Issuer or Holders of Senior Indebtedness. No right of any present or
future holders 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 Issuer or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Issuer with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof which any such holder may have or be otherwise charged with. The holders
of Senior Indebtedness, may at any time or from time to time and in their
absolute direction, change the manner, place or terms of payment, change or
extend the time of payment of, or renew or alter, any such Senior Indebtedness,
or amend or supplement any instrument pursuant to which any such Senior
Indebtedness is issued or by which it may be secured, or release any security
therefor, or exercise or refrain from exercising any other of their rights under
such Senior Indebtedness, including, without limitation, the waiver of default
thereunder, all without notice to or assent from the Holders of the Securities
or the Trustee and without affecting the obligations of the Issuer, the Trustee
or the Holders of Securities under this Article Thirteen.

            SECTION 13.10. Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of the Senior Indebtedness, and shall not be liable to any such holders
if it shall mistakenly pay over or distribute money or assets to Securityholders
or the Issuer. With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants or obligations as
are specifically set forth in this Article Thirteen and no implied covenants or
obligations with respect to holders of Senior Indebtedness shall be read into
this Indenture against the Trustee.


                                      -63-
<PAGE>

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

                                    CITIZENS COMMUNICATIONS COMPANY

                                    By: ________________________________________
                                    Title: _____________________________________


                                    THE CHASE MANHATTAN BANK, as Trustee

                                    By: ________________________________________
                                    Title: _____________________________________


                                      -64-