<PAGE>
                                                                    EXHIBIT 4.10

                             KFORCE INC., AS ISSUER

                                       TO

                _____________________________________, AS TRUSTEE

                           Subordinated Debt Indenture

                           DATED AS OF ________, 2002


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                                TABLE OF CONTENTS
<TABLE>
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                                                                                      Page
                                                                                      ----
<S>                                                                                   <C>
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION....................   1

   Section 1.1       Definitions.....................................................   1

   Section 1.2       Compliance Certificates and Opinions............................   8

   Section 1.3       Form of Documents Delivered to Trustee..........................   9

   Section 1.4       Acts of Holders.................................................   9

   Section 1.5       Notices, Etc., to Trustee and Company...........................  10

   Section 1.6       Notice to Holders; Waiver.......................................  10

   Section 1.7       Conflict with Trust Indenture Act...............................  11

   Section 1.8       Effect of Headings and Table of Contents........................  11

   Section 1.9       Successors and Assigns..........................................  11

   Section 1.10      Separability Clause.............................................  11

   Section 1.11      Benefits of Indenture...........................................  11

   Section 1.12      Governing Law...................................................  12

   Section 1.13      Legal Holidays..................................................  12

   Section 1.14      No Recourse Against Others......................................  12


ARTICLE II SECURITY FORMS............................................................  12

   Section 2.1       Forms Generally.................................................  12

   Section 2.2       Form of Face of Security........................................  13

   Section 2.3       Form of Reverse of Security.....................................  14

   Section 2.4       Form of Trustee's Certificate of Authentication.................  18

   Section 2.5       Securities in Global Form.......................................  18

   Section 2.6       CUSIP Number....................................................  19

   Section 2.7       Form of Legend for the Securities in Global Form................  19


ARTICLE III THE SECURITIES...........................................................  20

   Section 3.1       Amount Unlimited; Issuable in Series............................  20

   Section 3.2       Denominations...................................................  22

   Section 3.3       Execution, Authentication, Delivery and Dating..................  22

   Section 3.4       Temporary Securities............................................  24

   Section 3.5       Registration, Registration of Transfer and Exchange.............  25

   Section 3.6       Mutilated, Destroyed, Lost and Stolen Securities................  27
</TABLE>



<PAGE>


<TABLE>
<S>        <C>                                                                         <C>
   Section 3.7       Payment of Interest; Interest Rights Preserved..................  27

   Section 3.8       Persons Deemed Owners...........................................  29

   Section 3.9       Cancellation....................................................  29

   Section 3.10      Computation of Interest.........................................  29


ARTICLE IV SATISFACTION AND DISCHARGE................................................  30

   Section 4.1       Satisfaction and Discharge of Indenture.........................  30

   Section 4.2       Application of Trust Money......................................  31


ARTICLE V REMEDIES...................................................................  31

   Section 5.1       Events of Default...............................................  31

   Section 5.2       Acceleration of Maturity; Rescission and Annulment..............  33

   Section 5.3       Collection of Indebtedness and Suits for Enforcement by
                     Trustee.........................................................  33

   Section 5.4       Trustee May File Proofs of Claim................................  34

   Section 5.5       Trustee May Enforce Claims Without Possession of Securities.....  35

   Section 5.6       Application of Money Collected..................................  35

   Section 5.7       Limitation on Suits.............................................  36

   Section 5.8       Unconditional Right of Holders to Receive Principal,
                     Premium and Interest............................................  36

   Section 5.9       Restoration of Rights and Remedies..............................  36

   Section 5.10      Rights and Remedies Cumulative..................................  37

   Section 5.11      Delay or Omission Not Waiver....................................  37

   Section 5.12      Control by Holders..............................................  37

   Section 5.13      Waiver of Past Defaults.........................................  37

   Section 5.14      Undertaking for Costs...........................................  38


ARTICLE VI THE TRUSTEE...............................................................  38

   Section 6.1       Certain Duties and Responsibilities of the Trustee..............  38

   Section 6.2       Notice of Defaults..............................................  38

   Section 6.3       Certain Rights of Trustee.......................................  39

   Section 6.4       Not Responsible for Recitals or Issuance of Securities..........  40

   Section 6.5       May Hold Securities.............................................  40

   Section 6.6       Money Held in Trust.............................................  40

   Section 6.7       Compensation and Reimbursement..................................  40

   Section 6.8       Disqualification; Conflicting Interests.........................  41

   Section 6.9       Corporate Trustee Required; Eligibility.........................  41
</TABLE>



                                       ii

<PAGE>


<TABLE>
<S>        <C>                                                                         <C>
   Section 6.10      Resignation and Removal; Appointment of Successor...............  42

   Section 6.11      Acceptance of Appointment by Successor or Additional Trustees...  43

   Section 6.12      Merger, Conversion, Consolidation or Succession to Business.....  44

   Section 6.13      Preferential Collection of Claims Against Company...............  44

   Section 6.14      Appointment of Authenticating Agent.............................  44


ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY........................  46

   Section 7.1       Company to Furnish Trustee Names and Addresses of Holders.......  46

   Section 7.2       Preservation of Information; Communications to Holders..........  46

   Section 7.3       Reports by Trustee..............................................  48

   Section 7.4       Reports by Company..............................................  48


ARTICLE VIII CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER..........................  49

   Section 8.1       When Company May Merge, Etc.....................................  49

   Section 8.2       Opinion of Counsel..............................................  49

   Section 8.3       Successor Corporation Substituted...............................  49


ARTICLE IX SUPPLEMENTAL INDENTURES...................................................  50

   Section 9.1       Supplemental Indentures Without Consent of Holders..............  50

   Section 9.2       Supplemental Indentures with Consent of Holders.................  51

   Section 9.3       Execution of Supplemental Indentures............................  52

   Section 9.4       Effect of Supplemental Indentures...............................  52

   Section 9.5       Conformity with Trust Indenture Act.............................  52

   Section 9.6       Reference in Securities to Supplemental Indentures..............  52


ARTICLE X COVENANTS..................................................................  53

   Section 10.1      Payments of Securities..........................................  53

   Section 10.2      Maintenance of Office or Agency.................................  53

   Section 10.3      Corporate Existence.............................................  53

   Section 10.4      Payment of Taxes and Other Claims...............................  54

   Section 10.5      Compliance Certificates.........................................  54

   Section 10.6      Commission Reports..............................................  54

   Section 10.7      Waiver of Stay, Extension or Usury Laws.........................  55

   Section 10.8      Money for Securities Payments to Be Held in Trust...............  55


ARTICLE XI REDEMPTION OF SECURITIES..................................................  56
   Section 11.1      Applicability of Article........................................  56
</TABLE>

                                      iii


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<TABLE>
<S>        <C>                                                                         <C>
   Section 11.2      Election to Redeem; Notice to Trustee...........................  56

   Section 11.3      Selection by Trustee of Securities to Be Redeemed...............  57

   Section 11.4      Notice of Redemption............................................  57

   Section 11.5      Deposit of Redemption Price.....................................  58

   Section 11.6      Securities Payable on Redemption Date...........................  58

   Section 11.7      Securities Redeemed in Part.....................................  58


ARTICLE XII SINKING FUNDS............................................................  59

   Section 12.1      Applicability of Article........................................  59

   Section 12.2      Satisfaction of Sinking Fund Payments with Securities...........  59

   Section 12.3      Redemption of Securities for Sinking Fund.......................  59


ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE......................................  60

   Section 13.1      Applicability of Article; Company's Option to Effect Defeasance
                     or Covenant Defeasance..........................................  60

   Section 13.2      Defeasance and Discharge........................................  60

   Section 13.3      Covenant Defeasance.............................................  61

   Section 13.4      Conditions to Defeasance or Covenant Defeasance.................  61

   Section 13.5      Deposited Money and Government Obligations To Be Held In Trust..  62


ARTICLE XIV MISCELLANEOUS............................................................  63

   Section 14.1      Miscellaneous...................................................  63


ARTICLE XV SUBORDINATION.............................................................  63

   Section 15.1      Securities Subordinated to Senior Indebtedness..................  63

   Section 15.2      Reliance on Certificate of Liquidating Agent; Further Evidence as
                     to Ownership of Senior Indebtedness.............................  66

   Section 15.3      Payment Permitted If No Default.................................  67

   Section 15.4      Disputes with Holders of Certain Senior Indebtedness............  67

   Section 15.5      Trustee Not Charged with Knowledge of Prohibition...............  67

   Section 15.6      Trustee to Effectuate Subordination.............................  68

   Section 15.7      Rights of Trustee as Holder of Senior Indebtedness..............  68

   Section 15.8      Article Applicable to Paying Agents.............................  68

   Section 15.9      Subordination Rights Not Impaired by Acts or Omissions of
                     the Company or Holders of Senior Indebtedness...................  68

   Section 15.10     Trustee Not Fiduciary for Holders of Senior Indebtedness........  69
</TABLE>


                                       iv

<PAGE>


      Subordinated Debt Indenture (this "Indenture"), dated as of _______, 2002,
between KFORCE INC., a corporation duly organized and existing under the laws of
the State of Florida (in this Indenture called the "Company"), having its
principal office at 1001 East Palm Avenue, Tampa, Florida 33604 and
_________________________________, a national banking association, as Trustee
(in this Indenture called the "Trustee").

                             RECITALS OF THE COMPANY

      The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures, notes or other evidences of indebtedness (in this
Indenture called the "Securities"), to be issued in one or more series as in
this Indenture provided.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1       Definitions.

      For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

         (a) the terms defined in this Article I have the meanings assigned to
them in this Article I and include the plural as well as the singular;

         (b) all other terms used in this Indenture which are defined in the
Trust Indenture Act, either directly or by reference in this Indenture, have the
meanings assigned to them in this Indenture;

         (c) all accounting terms not otherwise defined in this Indenture have
the meanings assigned to them in accordance with GAAP;

         (d) the word "Including" (and with the correlative meaning "Include")
means including, without limiting the generality of, any description following
such term; and

         Certain terms, used principally in Article VI below, are defined in
that Article.


<PAGE>


      "Act," when used with respect to any Holder, has the meaning specified in
Section 1.4 below.

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

      "Authenticating Agent" means any Person authorized by the Trustee to act
on behalf of the Trustee to authenticate Securities.

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

      "Board of Directors" means the board of directors of the Company;
provided, however, that when the context refers to actions or resolutions of the
Board of Directors, then the term "Board of Directors" shall also mean any duly
authorized committee of the Board of Directors of the Company or Officer
authorized to act with respect to any particular matter to exercise the power of
the Board of Directors of the Company.

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

      "Business Day," when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or regulation to close.

      "Capitalized Lease Obligation" means an obligation that is required to be
classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with generally accepted accounting principles, and the
amount of Indebtedness represented by such obligation shall be the capitalized
amount of such obligation determined in accordance with such principles; and the
Stated Maturity of this Indenture shall be the date of the last payment of rent
or any other amount due under such lease prior to the first date upon which such
lease may be terminated by the lessee without payment of a penalty.

      "Capital Stock" of any Person shall mean any and all shares, interests,
participations or other equivalents of or interests in (however designated)
equity of such Person, including any preferred stock, but excluding any debt
securities convertible into such equity.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of


                                       2
<PAGE>


this instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

      "Common Depositary" has the meaning specified in Section 3.4 below.

      "Company" means the Person named as the "Company" in the first paragraph
of this Indenture until a successor corporation shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Company" shall
mean such successor corporation.

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

      "Corporate Trust Office" means the principal corporate trust office of the
Trustee at which, at any particular time, its corporate trust business shall be
administered, which office at the date of this Indenture is located at
________________, except for purposes of Section 10.2 below such term
______________________ shall mean the office or agency of the Trustee in the
__________, the City of __________, which office at the date of this Indenture
is located at ___________________.

      "Covenant Defeasance" has the meaning specified in Section 13.3 below.

      "Currency Agreement" shall mean any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement designed to protect
such Person or any of its Restricted Subsidiaries against fluctuations in
currency values.

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

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

      "Defaulted Interest" has the meaning specified in Section 3.7 below.

      "Defeasance" has the meaning specified in Section 13.2 below.

      "Dollars" and "$" means lawful money of the United States of America.

      "Event of Default" has the meaning specified in Section 5.1 below.

      "Exchange Act" means the Securities and Exchange Act of 1934, as amended
from time to time, and the rules and regulations promulgated under this
Indenture.

      "GAAP" means such accounting principles that are generally accepted in the
United States of America as of the date of any computation required under this
Indenture.

      "Holder" or "Security holder" means a Person in whose name a Security is
registered in the Security Register.


                                       3
<PAGE>


      "Indebtedness" means, with respect to any Person, at any date, any of the
following, without duplication, (i) any liability, contingent or otherwise, of
such Person (A) for borrowed money (whether or not the recourse of the lender is
to the whole of the assets of such Person or only to a portion of this
Indenture), (B) evidenced by a note, bond, debenture or similar instrument or
(C) for the payment of money relating to a Capitalized Lease Obligation or other
obligation (whether issued or assumed) relating to the deferred purchase price
of property; (ii) all conditional sale obligations and all obligations under any
title retention agreement (even if the rights and remedies of the seller under
such agreement in the event of default are limited to repossession or sale of
such property), but excluding trade accounts payable arising in the ordinary
course of business; (iii) all obligations for the reimbursement of any obligor
on any letter of credit, banker's acceptance or similar credit transaction other
than entered into in the ordinary course of business; (iv) all indebtedness of
others secured by (or for which the holder of such indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on any asset or
property (including, without limitation, leasehold interests and any other
tangible or intangible property) of such Person, whether or not such
indebtedness is assumed by such Person or is not otherwise such Person's legal
liability; provided, that if the obligations so secured have not been assumed in
full by such Person or are otherwise not such Person's legal liability in full,
the amount of such indebtedness for the purposes of this definition shall be
limited to the lesser of the amount of such indebtedness secured by such Lien;
(v) all indebtedness of others (including all interest and dividends on any
Indebtedness or preferred stock of any other Person for the payment of which is)
guaranteed, directly or indirectly, by such Person or that is otherwise its
legal liability or which such Person has agreed contingently to supply or
advance funds; and (vi) obligations in respect of Currency Agreements and
Interest Swap Obligations.

      "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions of this Indenture and
shall include the terms of particular series of Securities established as
contemplated by Section 3.1 below.

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

      "Interest Payment Date," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

      "Interest Swap Obligations" shall mean the obligations of any Person
pursuant to any interest rate swap agreement, interest rate collar agreement or
other similar agreement or arrangement designed to protect such Person or any of
its Subsidiaries against fluctuations in interest rates.

      "Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien, charge or adverse claim affecting title or resulting in an encumbrance
against real or personal property or a security interest of any kind (including,
without limitation, any conditional sale or other title retention agreement or
lease in the nature of this Indenture other than a lease which is not a
Capitalized Lease Obligation.)


                                       4
<PAGE>


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

      "Officer" means the Chairman of the Board, the Vice Chairman of the Board,
the President, any Senior or Executive Vice President, any Vice President, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Assistant Secretary of the Company.

      "Officer's Certificate" means a certificate signed by an Officer and
delivered to the Trustee.

      "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company, and who shall be reasonably acceptable
to the Trustee.

      "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount of this Indenture to be due and payable
upon a declaration of acceleration of the Maturity of this Indenture pursuant to
Section 5.2 below.

      "Outstanding," when used with respect to Securities or Securities of any
series, means, as of the date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except: (i) Securities
theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation; (ii) Securities, or portions of this Indenture, for whose payment
or redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; provided that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made; (iii) Securities which have been paid pursuant to Section 3.6 below,
or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company; and (iv)
Securities which have been defeased pursuant to Section 13.2 below; provided,
however, that in determining whether the Holders of the requisite principal
amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver under this Indenture, (a)
the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding for such purposes shall be that portion of the principal
amount of this Indenture that could be declared to be due and payable upon the
occurrence of an Event of Default and the continuation of this Indenture
pursuant to the terms of such Original Issue Discount Security as of the date of
such determination and (b) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been


                                       5
<PAGE>


pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor.

      "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company. The Company may act as Paying Agent with respect to any Securities
issued under this Indenture.

      "Person" means any individual, corporation, partnership, limited
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
of this Indenture, 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 premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 3.1 below.

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

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

      "Registered Security" means any Security issued under this Indenture and
registered in the Security Register.

      "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.1 below.

      "Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee in its Corporate Trust Office and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

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

      "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.5 below.

      "Senior Indebtedness" is defined as the principal, premium, if any, and
interest on (i) all indebtedness of the Company, whether outstanding on the date
of the issuance of Subordinated Debt Securities or thereafter created, incurred
or assumed, which is for money borrowed, or which is evidenced by a note or
similar instrument given in connection with the acquisition of any business,
properties or assets, including securities, (ii) any indebtedness of others of
the kinds described in the preceding clause (i) for the payment of which the
Company is responsible or liable as guarantor or otherwise and (iii)


                                       6
<PAGE>


amendments, renewals, extensions and refundings of any such indebtedness, unless
in any instrument or instruments evidencing or securing such indebtedness or
pursuant to which the same is outstanding, or in any such amendment, renewal,
extension or refunding, it is expressly provided that such indebtedness is not
superior in right of payment to Subordinated Debt Securities.

      "Significant Subsidiary" means a Subsidiary or Subsidiaries of the Company
possessing assets (including the assets of its own Subsidiaries but without
regard to the Company or any other Subsidiary) having a book value, in the
aggregate, equal to not less than 10% of the book value of the aggregate assets
of the Company and its Subsidiaries calculated on a consolidated basis.

      "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7 below.

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

      "Subsidiary" of any Person means (i) any Person of which more than 50% of
the total voting power of shares of capital stock entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers or trustees of this Indenture is at the time owned or controlled,
directly or indirectly, by any Person or one or more of the Restricted
Subsidiaries of that Person or a combination of this Indenture, and (ii) any
partnership, joint venture or other Person in which such Person or one or more
of the Restricted Subsidiaries of that Person or a combination of this Indenture
has the power to control by contract or otherwise the board of directors or
equivalent governing body or otherwise controls such entity.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
as in force at the date as of which this Indenture was executed; provided,
however, that in the event that such Act is amended after such date, "Trust
Indenture Act" means the Trust Indenture Act of 1939 as so amended.

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
or include each Person who is then a Trustee under this Indenture, and if at any
time there is more than one such Person, "Trustee" as used with respect to the
Securities of any series shall mean the Trustee with respect to Securities of
that series.

      "U.S. Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more permanent
global Securities, the Person designated as U.S. Depositary by the Company
pursuant to Section 3.1 below, which must be a clearing agency registered under
the Exchange Act until a successor U.S. Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter "U.S.
Depositary" shall mean or include each Person who is then a U.S. Depositary
under this Indenture, and if at any time there is more than one such Person,


                                       7
<PAGE>


"U.S. Depositary" shall mean the U.S. Depositary with respect to the Securities
of that series.

      "U.S. Government Obligations" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed by the full
faith and credit of the United States of America which, in either case, are not
callable or redeemable at the option of the issuer of this Indenture or
otherwise subject to prepayment, and shall also include a depository receipt
issued by a New York Clearing House bank or trust company as custodian with
respect to any such U.S. Government Obligation or a specific payment or interest
on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depository receipt, provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt or from any amount held
by the custodian in respect of the U.S. Government Obligation or the specific
payment of interest on or principal of the U.S. Government Obligation evidenced
by such depository receipt. "Vice President," when used with respect to the
Company or the Trustee, means any vice president, whether or not designated by a
number or a word or words added before or after the title "vice president".

Section 1.2       Compliance Certificates and Opinions.

      Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, other than an action permitted by
Sections 2.5 and 7.4 below, the Company shall furnish to the Trustee an
Officer's Certificate stating that all conditions precedent, if any, 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, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

      (a) a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions in this Indenture
relating thereto;

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

      (d) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.


                                       8
<PAGE>


Section 1.3 Form of Documents Delivered to Trustee.

      In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

      Any certificate or opinion of an Officer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such Officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous. Any
such certificate or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
Officer or Officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Section 1.4 Acts of Holders.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agents duly appointed in writing;
and, except as in this Indenture otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied in this Indenture and
evidenced thereby) are in this Indenture sometimes referred to as the "Act" of
the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.1 below) conclusive
in favor of the Trustee and the Company, if made in the manner provided in this
Section 1.4(a).

      (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution of this Indenture.
Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.


                                       9
<PAGE>


      (c) The ownership of Registered Securities shall be proved by the Security
Register.

      (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer of this Indenture or in exchange therefor or in lieu of this Indenture
in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.

      (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the
record date.

Section 1.5 Notices, Etc., to Trustee and Company.

      Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

      (a) the Trustee by any Holder or by the Company shall be sufficient for
every purpose under this Indenture if made, given, furnished or filed in writing
to or with the Trustee and received by the Trustee at its Corporate Trust
Office, Attention: Corporate Trust Administration, or

      (b) the Company by the Trustee or by any Holder shall be sufficient for
every purpose under this Indenture (unless otherwise in this Indenture expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office specified in the first
paragraph of this Indenture, attention: Secretary, or at any other address
previously furnished in writing to the Trustee by the Company.

Section 1.6 Notice to Holders; Waiver.

      Where this Indenture or any Security provides for notice to Holders of any
event, such notice shall be deemed sufficiently given (unless otherwise in this
Indenture or in such Security expressly provided) if in writing and mailed,
first-class postage prepaid, to each


                                       10
<PAGE>


Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders or the validity of the
proceedings to which such notice relates. Where this Indenture or any Security
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 regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose under this Indenture.

      Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

Section 1.7 Conflict with Trust Indenture Act.

      If any provision of this Indenture limits, qualifies or conflicts with
another provision of this Indenture which is required to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified
or shall be excluded, as the case may be.

Section 1.8 Effect of Headings and Table of Contents.

      The Article and Section headings in this Indenture and the Table of
Contents are for convenience only and shall not affect the construction of this
Indenture.

Section 1.9 Successors and Assigns.

      All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

Section 1.10 Separability Clause.

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

Section 1.11 Benefits of Indenture.

      Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors under
this Indenture and the Holders, any benefit or any legal or equitable right,
remedy or claim under this Indenture.


                                       11
<PAGE>


Section 1.12 Governing Law.

      This Indenture and the Securities shall be governed by and construed in
accordance with the laws (other than the choice of law provisions) of the State
of ____________________.

Section 1.13 Legal Holidays.

      In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day or on such other day as may be set out in the Officer's
Certificate pursuant to Section 3.1 below at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity, provided that no interest shall accrue for the period
from and after such Interest Payment Date, Redemption Date or Stated Maturity,
as the case may be.

Section 1.14 No Recourse Against Others.

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

                                   ARTICLE II

                                 SECURITY FORMS

Section 2.1 Forms Generally.

      The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
Officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.3 below for the authentication and delivery of
such Securities.

      The Trustee's certificates of authentication shall be in substantially the
form set forth in this Article II.


                                       12
<PAGE>


      The definitive Securities shall be photocopied, 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 Face of Security.

      (If the Security is an Original Issue Discount Security, insert--for
purposes of Section 1272 of the Internal Revenue Code of 1986, as amended (the
"Code"), the amount of original issue discount (as defined in Section 1273 (a)
(1) of the Code and Treasury Regulation Section 1.1273-l(a) with respect to this
Security is _______, the issue price (as defined in Treasury Regulation Section
1.1273-2) of this Security is _______, the Issue Date (as defined in Section
1275(a)(2) of the Code and Treasury Regulation Section 1.1273-2) of this
Security is _______ and the yield to maturity of this Security is _______).

                                   Kforce Inc.


No. ________                                                         ($)________

      Kforce Inc., a corporation duly organized and existing under the laws of
the State of Florida (herein called the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to , or registered assigns, the principal sum
of $_______ on ________. (If the Security is to bear interest prior to Maturity,
insert --, and to pay interest thereon from _______________ or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, (semi-annually) (quarterly) (monthly) in arrears on ________ and in each
year, commencing _________, at the rate of _______% per annum, until the
principal hereof is paid or made available for payment (If applicable insert--,
and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of ________% per annum on any overdue principal and
premium and on any overdue installment of interest). The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name the Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the ________ of
(whether or not a Business Day), as the case maybe, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.)

      (If the Security is not to bear interest prior to Maturity, insert--The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal


                                       13
<PAGE>


of this Security shall bear interest at the rate of _______% per annum (to the
extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such default in payment to the date payment of
such principal has been made or duly provided for. Interest on any overdue
principal shall be payable on demand. Any such interest on any overdue principal
that is not so paid on demand shall bear interest at the rate of _______% per
annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such demand for payment to the
date payment of such interest has been made or duly provided for, and such
interest shall also be payable on demand.)

      Payment of the principal of, and premium, if any, and (if applicable,
insert--any such) interest on this Security will be made at the office or agency
of the Company maintained for that purpose in _______, in Dollars (if
applicable, insert--; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register).

      Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                                  Kforce Inc.


                                                  By:
                                                     ---------------------------
Attest:

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

                                                      (SEAL)

Section 2.3 Form of Reverse of Security.

      This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of __________, 200__ (herein called the
"Indenture"), between the Company and __________________________, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof


                                       14
<PAGE>


(limited in aggregate principal amount to $______). (If applicable, insert--The
Securities of this series are subject to redemption upon not less than 30 nor
more than 45 days' notice by first class mail, (if applicable, insert--(1) on
_______ in any year commencing with the year _______ and ending with the year
_______ through operation of the sinking fund for this series at a Redemption
Price equal to 100% of the principal amount, and (2)) at any time (on or after
_______,), as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount):

      If redeemed (on or before _______, _______%, and if redeemed) during the
12-month period beginning _______ of the years indicated, Year _______
Redemption Price _______ Year _______ Redemption Price and thereafter at a
Redemption Price equal to _______ of the principal amount, together in the case
of any such redemption (if applicable, insert -- (whether through operation of
the sinking fund or otherwise)) with accrued and unpaid interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.)

      (If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 nor more than 45 days' notice by first class
mail, (1) on _______ in any year commencing with the year _______ and ending
with the year through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time (on or after _______), as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below:

      If redeemed during a 12-month period beginning _______ of the years
indicated, Redemption Price for Redemption Price for Redemption Through
Redemption Otherwise Operation of the Than Through Operation Year Sinking Fund
of the Sinking Fund and thereafter at a Redemption Price equal to _______ % of
the principal amount, together in the case of any such redemption (whether
through operation of the sinking fund or otherwise) with accrued and unpaid
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.)

      (Notwithstanding the foregoing, the Company may not, prior to _______
redeem any Securities of this series as contemplated by (clause (2) of) the
preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than _______% per annum.)

      (The sinking fund for this series provides for the redemption on in each
year beginning with the year _______ and ending with the year _______ of (not
less than) $ _______ (("mandatory sinking fund") and not more than $ aggregate
principal amount of Securities of this series.) (Securities of this series
acquired or redeemed by the Company


                                       15
<PAGE>


otherwise than through (mandatory) sinking fund payments may be credited against
subsequent (mandatory) sinking fund payments otherwise required to be made--in
the (inverse) order in which they become due.)

      (In the event of redemption of this Security in part only a new Security
or Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.)

      (If the Security is not an Original Issue Discount Security, insert -- If
any Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.)
(If the Security is an Original Issue Discount Security, insert -- If an Event
of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal -- insert formula for determining the
amount.) Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.

      This Security is a subordinated and unsecured obligation of the Company
and is subordinated and junior in right of payment to all other senior unsecured
obligations of the Company.

      This Security is subject to Defeasance as described in the Indenture. The
Indenture may be modified by the Company and the Trustee without consent of any
Holder with respect to certain matters as described in the Indenture. In
addition, the Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall bind such Holder and all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and premium, if any, and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place


                                       16
<PAGE>


where the principal of (and premium, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
Stated Maturity and aggregate principal amount, will be issued to the designated
transferee or transferees.

      The Securities of this series are issuable only in registered form without
coupons in denominations of ($1,000) and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations in the Indenture
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.

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

      Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

      The Indenture imposes certain limitations on the ability of the Company
to, among other things, merge or consolidate with any other Person or sell,
assign, transfer or lease all or substantially all of its properties or assets
(If other covenants are applicable pursuant to the provisions of Section 3.1,
insert here). All such covenants and limitations are subject to a number of
important qualifications and exceptions. The Company must report periodically to
the Trustee on compliance with the covenants in the Indenture.

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

      (If applicable, insert -- Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures ("CUSIP"), the Company
has caused CUSIP numbers to be printed on the Securities of this series as a
convenience to the Holders of the Securities of this series. No representation
is made as to the correctness or accuracy of such numbers as printed on the
Securities of this series and reliance may be placed only on the other
identification numbers printed hereon.)

      All capitalized terms used in this Security without definition which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.


                                       17
<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Security, fill in the form below: (I) or (we)
assign and transfer this Security to


--------------------------------------------------------------------------------
(Insert assignee's social security or tax I.D. number)


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

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

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

--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint
                        --------------------------------------------------------
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

Dated:                            Your Signature:
       ---------------------                     -------------------------------
                                                 (Sign exactly as your name
                                                 appears on the other side of
                                                 this Security)

Signature Guaranty:
                    ------------------------------------------------------------
                           (Signatures must be guaranteed by an "eligible
                           guarantor institution" meeting the requirements of
                           the Transfer Agent, which requirements will include
                           membership or participation in STAMP or such other
                           "signature guarantee program" as may be determined by
                           the Transfer Agent in accordance with the Exchange
                           Act.)

Social Security Number or Taxpayer Identification Number:

Section 2.4 Form of Trustee's Certificate of Authentication.

Dated:
      ----------------------

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


                                             -----------------------------------
                                                                      as Trustee

                                             By:
                                                --------------------------------
                                             Authorized Signatory


Section 2.5 Securities in Global Form.

         If Securities of a series are issuable in global form, as contemplated
by Section 3.1 below, then, notwithstanding the provisions of Section 3.2 below,
any such Security shall represent such of the Outstanding Securities of such
series as shall be specified in this


                                       18
<PAGE>
Indenture and may provide that it shall represent the aggregate amount of
Outstanding Securities from time to time endorsed thereon and that the aggregate
amount of Outstanding Securities represented thereby may from time to time be
reduced to reflect exchanges. Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified in this
Indenture or in the Company Order to be delivered to the Trustee pursuant to
Section 3.3 or Section 3.4 below. Subject to the provisions of Section 3.3 below
and, if applicable, Section 3.4 below, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified in this Indenture or in the applicable
Company Order. If a Company Order pursuant to Section 3.3 or 3.4 below has been,
or simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 1.2 above and need not be accompanied
by an Opinion of Counsel.

         The provisions of Section 3.9 below shall apply to any Security
represented by a Security in global form if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Security in
global form together with written instructions (which need not comply with
Section 1.2 above and need not be accompanied by an Opinion of Counsel) with
regard to the reduction in the principal amount of Securities represented
thereby.

         Notwithstanding the provisions of Sections 2.1 above and 3.7 below,
unless otherwise specified as contemplated by Section 3.1 below, payment of
principal of, premium, if any, and interest on any Security in permanent global
form shall be made to the Person or Persons specified in this Indenture.

         Notwithstanding the provisions of Section 3.8 below and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat a Person as the Holder of such principal
amount of Outstanding Securities represented by a permanent global Security as
shall be specified in a written statement of the Holder of such permanent global
Security.

Section 2.6 CUSIP Number.

         The Company in issuing Securities of any series may use a "CUSIP"
number, and, if so, the Trustee may use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of such series; provided,
that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number printed on the notice or on the
Securities of such series, 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. The Company will
promptly notify the Trustee of any change in the CUSIP number of any series of
Securities.

Section 2.7 Form of Legend for the Securities in Global Form.

         Any Security in global form authenticated and delivered under this
Indenture shall bear a legend in substantially the following form:


                                       19
<PAGE>
         "This Security is in global form within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Common Depositary or
a U.S. Depositary. Unless and until it is exchanged in whole or in part for
Securities in certificated form, this Security may not be transferred except as
a whole by the Common Depositary or a U.S. Depositary or by a nominee of the
Common Depositary or a nominee of the U.S. Depositary as the case may be."

                                   ARTICLE III

                                 THE SECURITIES

Section 3.1 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 from time to time in one or more series.
There shall be established in or pursuant to a Board Resolution, and set forth
in an Officer's Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:

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

                  (b) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 below);

                  (c) whether any Securities of the series are to be issuable in
permanent global form with or without coupons and, if so, (i) whether beneficial
owners of interests in any such permanent global security may exchange such
interests for Securities of such series and of like tenor of any authorized form
and denomination and the circumstances under which any such exchanges may occur,
if other than in the manner provided in Section 3.5 below, and (ii) the name of
the Common Depositary (as defined in Section 3.4 below) or the U.S. Depositary,
as the case may be, with respect to any global security;

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

                  (e) the rate or rates at which the Securities of the series
shall bear interest (including reset rates, if any, and the method by which such
rate will be determined), if any, the date or dates from which such interest
shall accrue, the Interest Payment Dates on which such interest shall be payable
and the Regular Record Date for the interest payable on any Interest Payment
Date and, if applicable to such series of Securities, the basis points and
United States Treasury rate;


                                       20
<PAGE>
                  (f) the place or places where the principal of (and premium,
if any) and interest on Securities of the series shall be payable and where the
Company will maintain an office or agency where Securities may be presented for
registration of transfer or exchange and the place or places where notices and
demands to or upon the Company in respect of Securities and this Indenture may
be made;

                  (g) the right of the Company, if any, to defer any payment of
principal of, premium, or interest on the Securities of the series, and the
maximum length of any such deferral period which shall not exceed the Stated
Maturity for the final installment of principal on the Securities of such
series;

                  (h) the period or periods within which, the price or prices at
which the currency or currency units and the terms and conditions upon which
Securities of the series may be redeemed, in whole or in part, at the option of
the Company, pursuant to any sinking fund or otherwise;

                  (i) the obligation, if any, of the Company to redeem or
purchase Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder of this Indenture and the period or
periods within which, the price or prices at which, the currency or currency
units and the terms and conditions upon which Securities of the series shall be
redeemed or purchased, in whole or in part, pursuant to such obligation, and,
where applicable, the obligation of the Company to select the Securities to be
redeemed;

                  (j) if other than denominations of $1,000 and any integral
multiple of this Indenture, the denominations in which Securities of the series
shall be issuable;

                  (k) if other than the principal amount of this Indenture, the
portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the Maturity of this Indenture
pursuant to Section 5.2 below;

                  (l) any additions, modifications or deletions in the Events of
Default with respect to Securities of the series, if any, other than those set
forth in this Indenture;

                  (m) if either or both of Section 13.2 and Section 13.3 below
shall be inapplicable to the Securities of the series (provided that if no such
inapplicability shall be specified, then both Section 13.2 and Section 13.3
below shall be applicable to the Securities of the series);

                  (n) if other than U.S. dollars, the currency or currencies or
units based on or related to currencies in which the Securities of such series
shall be denominated and in which payments or principal of, and any premium and
interest on, such Securities shall or may by payable;

                  (o) additions, modifications or deletions of the Company's
covenants with respect to Securities of the series, if any, other than those set
forth in this Indenture;


                                       21
<PAGE>
                  (p) any index or indices used to determine the amount of
payments of principal of any premium, if any, on such securities and the manner
in which such amounts will be determined;

                  (q) if other than the Trustee, the identity of the Registrar
and any Paying Agent;

                  (r) the appointment of a Person as a Trustee which meets the
requirements of Section 6.9 below with respect to Securities of the series;

                  (s) any index or indices used to determine the amounts of
payments of principal of an premium, if any, on the Securities and the manner in
which such amounts will be determined;

                  (t) the terms and conditions of any obligation or right of the
Company or a Holder to exchange or convert Securities into other securities;

                  (u) 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 in or pursuant
to such Board Resolution and set forth in such Officer's Certificate or in any
such Indenture supplemental to this Indenture.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officer's
Certificate setting forth, or providing the manner for determining, the terms of
the Securities of such series.

Section 3.2 Denominations.

         The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 3.1 above. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple of this Indenture.

Section 3.3 Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile. The seal of the Company
may be in the form of a facsimile of this Indenture and may be impressed,
affixed, imprinted or otherwise reproduced on the Securities. Typographical and
other minor errors or defects in any such reproduction of the 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.


                                       22
<PAGE>
         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and make such Securities available for
delivery. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1 above, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through (d) of the Trust Indenture Act) shall be fully protected in relying
upon, an Opinion of Counsel stating,

                  (a) if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 2.1 above, that such form
has been established in conformity with the provisions of this Indenture;

                  (b) if the terms of such Securities have been established by
or pursuant to Board Resolution as permitted by Section 3.1 above, that such
terms have been established in conformity with the provisions of this Indenture;

                  (c) that such Securities, when authenticated and delivered by
the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable in accordance with their
terms, except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the enforcement of creditors' rights generally and by the effect of
general principles of equity (regardless of whether enforceability is considered
in a proceeding in equity or at law); and

                  (d) that no consent, approval, authorization, order,
registration or qualification of or with any court or any governmental agency or
body having jurisdiction over the Company is required for the execution and
delivery of such Securities by the Company, except such as have been obtained
(except that no opinion need be expressed as to state securities or Blue Sky
laws).

         If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee, or in the written opinion of
counsel to the Trustee (which counsel may be an employee of the Trustee) such
authentication may not lawfully be made or would involve the Trustee in personal
liability.

         Notwithstanding the provisions of Section 3.1 above and of the
immediately preceding paragraph, if all Securities of a series are not to be
originally issued at one time,


                                       23
<PAGE>
it shall not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 3.1 above or the Company Order and Opinion of
Counsel otherwise required pursuant to the immediately preceding paragraph at or
prior to the time of authentication of each security of such series if such
documents are delivered at or prior to the authentication upon original issuance
of the first security of such series to be issued.

         If the Company shall establish pursuant to Section 3.1 above that the
Securities of a series are to be issued in the form of one or more global
Securities, then the Company shall execute and the Trustee shall, in accordance
with this Section 3.3 and the Company Order with respect to the authentication
and delivery of such series, authenticate and deliver one or more global
Securities that (i) shall be in an aggregate amount equal to the aggregate
principal amount specified in such Company Order, (ii) shall be registered in
the name of the Common Depositary or U.S. Depositary, as the case may be,
therefor or its nominee, and (iii) shall be made available for delivery by the
Trustee to such depositary or pursuant to such depositary's instruction.

         Each depositary designated pursuant to Section 3.1 above 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.

         Unless otherwise provided for in the form of security, each security
shall be dated the date of its authentication.

         No security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such security a
certificate of authentication substantially in the form provided for in this
Indenture executed by the Trustee by manual signature, and such certificate upon
any security shall be conclusive evidence, and the only evidence, that such
security has been duly authenticated and delivered under this Indenture and is
entitled to the benefits of this Indenture.

Section 3.4 Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
make available for delivery, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

         In the case of Securities of any series, such temporary Securities may
be in global form, representing all or a portion of the Outstanding Securities
of such series.

         Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with the provisions of Section 3.5 below), if
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of


                                       24
<PAGE>
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

         If temporary Securities of any series are issued in global form, any
such temporary global Security shall, unless otherwise provided in this
Indenture, be delivered to the office of a depositary or common depositary (the
"Common Depositary") for credit to the respective accounts of the beneficial
owners of such Securities (or to such other accounts as they may direct).

Section 3.5 Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being in this Indenture
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of registration of transfers of
Securities. The Trustee is hereby appointed "Security Registrar" for the purpose
of registering Securities and transfers of Securities as in this Indenture
provided.

         Upon surrender for registration of transfer of any security of any
series at the office or agency of the Company in Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and make
available for delivery, in the name of the designated transferee or transferees,
one or more new Securities of the same series, of any authorized denominations
and of a like aggregate principal amount and Stated Maturity.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
a like aggregate principal amount and Stated Maturity, upon surrender of the
Securities to be exchanged at such office or agency. Whenever any Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, the Securities which the Holder
making the exchange is entitled to receive.

         Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.1 above, any permanent global security shall be
exchangeable only as provided in this paragraph. If the beneficial owners of
interests in a permanent global security are entitled to exchange such interests
for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified and as subject to the conditions
contemplated by Section 3.1 above, then without unnecessary delay but in any
event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities of
that series in aggregate principal amount equal to the principal amount of such
permanent global security, executed by the Company. On or after the earliest
date on which such interests may be so exchanged, such permanent global
Securities shall be surrendered from time to time by the Common Depositary or
the U.S. Depositary, as the case may be, and in accordance with instructions


                                       25
<PAGE>
given to the Trustee and the Common Depositary or the U.S. Depositary, as the
case may be (which instructions shall be in writing but need not comply with
Section 1.2 above or be accompanied by an Opinion of Counsel), as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities of the same series without charge. The Trustee shall
authenticate and make available for delivery, in exchange for each portion of
such surrendered permanent global security, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor as the portion of such permanent global security to be exchanged which
shall be in the form of the Securities of such series; provided, however, that
no such exchanges may occur during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities of
that series selected for redemption under Section 11.3 below and ending at the
close of business on the day of such mailing. Promptly following any such
exchange in part, such permanent global Security shall be returned by the
Trustee to the Common Depositary or the U.S. Depositary, as the case may be, or
such other Common Depositary or U.S. Depositary referred to above in accordance
with the written instructions of the Company referred to above. If a Security in
the form specified for such series is issued in exchange for any portion of a
permanent global Security after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of interest or Defaulted
Interest, as the case may be, such interest or Defaulted Interest will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such security in the form specified for such series, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such permanent global Security is payable in accordance with the provisions
of this Indenture.

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

         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder of this Indenture or his attorney duly authorized in writing.

         Unless otherwise provided in the Securities to be transferred or
exchanged, no service charge shall be made for any registration of transfer or
exchange of Securities, but the Company 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 or exchange of Securities, other than
exchanges pursuant to Section 3.4 above, 9.6 or 11.7 below not involving any
transfer.

         The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before


                                       26
<PAGE>
the day of the mailing of a notice of redemption of Securities of that series
selected for redemption under Section 11.3 below and ending at the close of
business on the day of such mailing, or (ii) to register the transfer of or
exchange any security so selected for redemption in whole or in part, except the
unredeemed portion of any security being redeemed in part.

Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

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

         Upon the issuance of any new Security under this Section 3.6, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security of any series issued pursuant to this Section 3.6 in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued under this Indenture.

         The provisions of this Section 3.6 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

Section 3.7 Payment of Interest; Interest Rights Preserved.

         Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid at the Place of
Payment to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, except that at the option of the Company payment may be made
(i) except in the case of a global Security by check mailed


                                       27
<PAGE>
to the address of the Person entitled thereto as such address appears in the
Securities Registrar or (ii) by transfer to an account maintained by the Person
entitled thereto as specified in the Securities Registrar provided that proper
transfer instructions have been received by the Regular Record Date.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (in this
Indenture called "Defaulted Interest") shall forthwith cease to be payable to
the Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in clause (a) or (b) below:

                  (a) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Security of such
series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Section
3.7. Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less than
ten days prior to the date of the proposed payment and not less than ten days
after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Securities of such series
at his address as it appears in the Security Register, not less than ten days
prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (b).

                  (b) The Company may make payment of any Defaulted Interest on
the Securities of any series in any other lawful manner not inconsistent with
the requirements of any securities exchange on which such Securities may be
listed, and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment pursuant to
this Section 3.7, such manner of payment shall be deemed practicable by the
Trustee.

         Subject to the foregoing provisions of this Section 3.7, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.


                                       28
<PAGE>
Section 3.8 Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Section 3.7 above) interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

         None of the Company, the Trustee or any agent of the Company or the
Trustee shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest. Notwithstanding the
foregoing, with respect to any Security in global form, nothing in this
Indenture shall prevent the Company or the Trustee or any agent of the Company
or the Trustee from giving effect to any written certification, proxy or other
authorization furnished by any U.S. Depositary or Common Depositary (or its
nominee), as a Holder, with respect to such Security in global form or impair,
as between such U.S. Depositary or Common Depositary and owners of beneficial
interests in such Security in global form, the operation of customary practices
governing the exercise of the right of such U.S. Depositary or Common Depositary
(or its nominee) as holder of such Security in global form.

Section 3.9 Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered under this Indenture which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section 3.9, except as expressly
permitted by this Indenture. All cancelled Securities shall be held by the
Trustee and may be destroyed (and, if so destroyed, certification of their
destruction shall be delivered to the Company upon its request, unless, by a
Company Order, the Company shall direct that cancelled Securities be returned to
it).

Section 3.10 Computation of Interest.

         Except as otherwise specified as contemplated by Section 3.1 above for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.


                                       29
<PAGE>
                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.1 Satisfaction and Discharge of Indenture.

         This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities in this
Indenture expressly provided for or in the form of Security for such series),
when the Trustee, upon Company Request and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

                  (a) either

                           (i) all Securities theretofore authenticated and
delivered (other than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 3.6 above and (ii)
Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 10.8 below) have been
delivered to the Trustee for cancellation; or

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

                                    (A) have become due and payable, or

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

                                    (C) are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company,
and the Company, in the case of (i), (ii) or (iii) above, has deposited with the
Trustee as trust funds in trust for the purpose an amount sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal (and premium, if any) and
interest to the date of such deposit (in the case of Securities which have
become due and payable) or the Stated Maturity or Redemption Date, as the case
may be;

                           (iii) the Company has paid or caused to be paid all
other sums payable under this Indenture by the Company; and

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7 below, the
obligations of the Company to any Authenticating Agent under Section 6.14 below
and, if money shall have been deposited


                                      30
<PAGE>
with the Trustee pursuant to subclause (ii) of clause (a) of this Section 4.1,
the obligations of the Trustee under Section 4.2 below and the last paragraph of
Section 10.8 below shall survive.

Section 4.2 Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.8 below,
all money deposited with the Trustee pursuant to Section 4.1 above shall be held
in trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with or
received by the Trustee.

                                   ARTICLE V

                                    REMEDIES

Section 5.1 Events of Default.

         "Event of Default," wherever used in this Indenture with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or to 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) the Company defaults in the payment of interest or any
sinking fund payment on any Security of that series when such interest becomes
due and payable and the default continues for a period of 60 days; provided,
however, that if the Company is permitted by the terms of the Securities of the
applicable series to defer the payment in question, the date on which such
payment is due and payable shall be the date on which the Company is required to
make payment following such deferral, if such deferral has been elected pursuant
to the terms of the Securities; or

                  (b) the Company defaults in the payment of the principal of
(or premium, if any, on) any Security of that series when the same becomes due
and payable at Maturity, upon redemption (including redemptions under Article
XI), by declaration or otherwise; provided, however, that if the Company is
permitted by the terms of the Securities of the applicable series to defer the
payment in question, the date on which such payment is due and payable shall be
the date on which the Company is required to make payment following such
deferral, if such deferral has been elected pursuant to the terms of the
Securities; or

                  (c) the Company fails to observe or perform in any material
respect any of its other covenants, warranties or agreements in the Securities
of that series or in this Indenture (other than a covenant, agreement or
warranty a default in whose performance or whose breach is elsewhere in this
Section 5.1 specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that
series), and the failure to observe or perform continues for the period and
after the notice specified in the last paragraph of this Section 5.1; or


                                       31
<PAGE>
                  (d) any event of default, as defined in any other indenture,
mortgage, or instrument under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness of the Company (whether such
Indebtedness now exists or shall hereafter be created or incurred) shall occur
and shall consist of default in the payment of such Indebtedness at the maturity
of this Indenture (after giving effect to any applicable grace period) or shall
result in Indebtedness becoming or being declared due and payable prior to the
date on which it would otherwise become due and payable, and such default in
payment is not cured or such acceleration shall not be rescinded or annulled
within 30 days after written notice to the Company from the Trustee or to the
Company and to the Trustee from the Holders of at least 25% in aggregate
principal amount of the Securities of that series at the time outstanding;
provided that it shall not be an Event of Default if the principal amount of
Indebtedness (other than Indebtedness represented by Securities issued pursuant
to this Indenture) which is not paid at maturity or the maturity of which is
accelerated is less than or equal to $25 million provided further that if, prior
to a declaration of acceleration of the maturity of the Securities of that
series or the entry of judgment in favor of the Trustee in a suit pursuant to
Section 5.3 below, such default shall be remedied or cured by the Company or
waived by the holders of such Indebtedness, then the Event of Default under this
Indenture by reason of this Indenture shall be deemed likewise to have been
thereupon remedied, cured or waived without further action upon the part of
either the Trustee or any of the Holders of the Securities of that series, and
provided further, that, subject to Sections 6.1 and 6.2 below, the Trustee shall
not be charged with knowledge of any such default unless written notice of such
default shall have been given to the Trustee by the Company, by a holder or an
agent of a holder of any such Indebtedness, by the trustee then acting under any
indenture or other instrument under which such default shall have occurred, or
by the Holders of at least five percent in aggregate principal amount of the
Securities of that series at the time Outstanding; or

                  (e) the Company pursuant to or within the meaning of any
Bankruptcy Law (A) commences a voluntary case or proceeding under any Bankruptcy
Law with respect to itself, (B) consents to the entry of a judgment, decree or
order for relief against it in an involuntary case or proceeding under any
Bankruptcy Law, (C) consents to or acquiesces in the institution of bankruptcy
or insolvency proceedings against it, (D) applies for, consents to or acquiesces
in the appointment of or taking possession by a Custodian of the Company or for
any material part of its property, (E) makes a general assignment for the
benefit of its creditors or (F) takes any corporate action in furtherance of or
to facilitate, conditionally or otherwise, any of the foregoing; or

                  (f) (i) a court of competent jurisdiction enters a judgment,
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any Bankruptcy Law which shall (A) approve as properly filed a
petition seeking reorganization, arrangement, adjustment or composition in
respect of the Company, (B) appoint a Custodian of the Company or for any
material part of its property, or (C) order the winding-up or liquidation of its
affairs, and such judgment, decree or order shall remain unstayed and in effect
for a period of 60 consecutive days; or (ii) any bankruptcy or insolvency
petition or application is filed, or any bankruptcy or insolvency proceeding is
commenced against the Company and such petition, application or proceeding is
not dismissed within 60 days; or (iii) a warrant of attachment is issued against
any material portion of the property of the Company which is not released within
60 days of service; or


                                       32
<PAGE>
                  (g) any other Event of Default provided with respect to
Securities of that series.

         A Default under clause (c) above is not an Event of Default until the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of that series notify the Company of the Default and the
Company does not cure the Default within 90 days after receipt of the notice.
The notice must specify the Default, demand that it be remedied and state that
the notice is a "Notice of Default." When a Default under clause (c) above is
cured within such 90-day period, it ceases.

Section 5.2 Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any series (other
than an Event of Default specified in clause (e) or (f) of Section 5.1 above)
occurs and is continuing, the Trustee by notice in writing to the Company, or
the Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of that series by notice in writing to the Company and the Trustee,
may declare the unpaid principal of and accrued interest to the date of
acceleration (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) on all the Outstanding Securities of that series to be due
and payable immediately and, upon any such declaration, the Outstanding
Securities of that series (or specified principal amount) shall become and be
immediately due and payable.

         If an Event of Default specified in clause (e) or (f) of Section 5.1
above occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or specified principal amount) shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder of any Security of that series.

         Upon payment of all such principal and interest, all of the Company's
obligations under the Securities of that series and (upon payment of the
Securities of all series) this Indenture shall terminate, except obligations
under Section 6.7 below.

         The Holders of a majority in principal amount of the Outstanding
Securities of that series by notice to the Trustee may rescind an acceleration
and its consequences if (i) all existing Events of Default, other than the
nonpayment of the principal and interest of the Securities of that series that
has become due solely by such declaration of acceleration, have been cured or
waived, (ii) to the extent the payment of such interest is lawful, interest on
overdue installments of interest and overdue principal that has become due
otherwise than by such declaration of acceleration have been paid, (iii) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction and (iv) all payments due to the Trustee and any
predecessor Trustee under Section 6.7 below have been made.

Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Company covenants that if:


                                       33
<PAGE>
                  (a) default is made in the payment of any interest on any
Security of any series when such interest becomes due and payable and such
default continues for a period of 30 days, or

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

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

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

Section 5.4 Trustee May File Proofs of Claim.

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

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


                                       34
<PAGE>
                  (b) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.7 below.

         Nothing in this Indenture contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder of this Indenture or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 5.5 Trustee May Enforce Claims Without Possession of Securities.

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

Section 5.6 Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article V in
respect of the Securities 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 money on account of principal (or premium, if any) or interest, upon
presentation of the Securities in respect of which moneys have been collected
and the notation thereon of the payment if only partially paid and upon
surrender of this Indenture if fully paid:

         First: To the payment of all amounts due the Trustee under Section 6.7
below applicable to such series;

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

         Third: To the Company.

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 5.6. At least 15 days before such record date,
the Trustee shall


                                       35
<PAGE>
mail to each Holder and the Company a notice that states the record date, the
payment date and the amount to be paid.

Section 5.7 Limitation on Suits.

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

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

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

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

                  (d) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

                  (e) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series; it being
understood and intended that no one or more of Holders of Securities of any
series shall have any right in any manner whatever by virtue of, or by availing
of, any provision of this Indenture to affect, disturb or prejudice the rights
of any other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner in this Indenture provided and for the equal and
ratable benefit of all Holders of Securities of the affected series.

Section 5.8 Unconditional Right of Holders to Receive Principal, Premium and
Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 3.7 above) interest on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

Section 5.9 Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions under


                                       36
<PAGE>
this Indenture and thereafter all rights and remedies of the Trustee and the
Holders shall continue as though no such proceeding has been instituted.

Section 5.10 Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.6 above, no right or remedy in this Indenture conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
under this Indenture or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy under this
Indenture, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

Section 5.11 Delay or Omission Not Waiver.

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

Section 5.12 Control by Holders.

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

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

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

                  (c) subject to Section 6.1 below, the Trustee need not take
any action which might involve the Trustee in personal liability or be unduly
prejudicial to the Holders not joining in this Indenture.

Section 5.13 Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may by written notice to the Trustee on
behalf of the Holders of all the Securities of such series waive any Default or
Event of Default with respect to such series and its consequences, except a
Default or Event of Default:

                  (a) in respect of the payment of the principal of (or premium,
if any) or interest on any Security of such series;


                                       37
<PAGE>
                  (b) in respect of a covenant or other provision of this
Indenture which under Article IX cannot be modified or amended without the
consent of the Holder of each Outstanding Security of such series affected; or

                  (c) Upon any such waiver, such Default or Event of Default
shall cease to exist and shall be deemed to have been cured, for every purpose
of this Indenture and the Securities of such series; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereon.

Section 5.14 Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance of this Indenture 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 5.14 shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

                                   ARTICLE VI

                                   THE TRUSTEE

Section 6.1 Certain Duties and Responsibilities of the Trustee.

                  (a) Except during the continuance of an Event of Default, the
Trustee's duties and responsibilities under this Indenture shall be governed by
Section 315(a) of the Trust Indenture Act.

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

                  (c) None of the provisions of Section 315(d) of the Trust
Indenture Act shall be excluded from this Indenture.

Section 6.2 Notice of Defaults.

         Within 30 days after the occurrence of any Default or Event of Default
with respect to the Securities of any series, the Trustee shall give to all
Holders of Securities of such


                                       38
<PAGE>
series, as their names and addresses appear in the Security Register, notice of
such Default or Event of Default known to the Trustee, unless such Default or
Event of Default shall have been cured or waived; provided, however, that,
except in the case of a Default or Event of Default in the payment of the
principal of (or premium, if any) or interest on any Security of such series or
in the payment of any sinking fund installment with respect to Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or directors or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series.

Section 6.3 Certain Rights of Trustee.

         Subject to the provisions of the Trust Indenture Act:

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

                  (b) any request or direction of the Company mentioned in this
Indenture shall be sufficiently evidenced by a Company Request or Company Order
and any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;

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

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

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

                  (f) 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 which may have occurred, the Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, approval or other paper or document, or the books and records of
the Company, unless requested in writing to do so by the Holders of a majority
in principal amount of the Outstanding Securities of any series; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses


                                       39
<PAGE>
or liabilities likely to be incurred by it in the making of such investigation
is not, in the opinion of the Trustee, 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 costs, expenses or liabilities as a condition
to so proceeding; the reasonable expense of every such investigation shall be
paid by the Company or, if paid by the Trustee, shall be repaid by the Company
upon demand;

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

                  (h) the Trustee shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties under this Indenture, or in the exercise of its rights or powers,
if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
to it.

Section 6.4 Not Responsible for Recitals or Issuance of Securities.

         The recitals in this Indenture and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds of this Indenture.

Section 6.5 May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.8 and 6.13 below, may otherwise deal with the Company with the same rights it
would have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

Section 6.6 Money Held in Trust.

         Money held by the Trustee in trust under this Indenture (including
amounts held by the Trustee as Paying Agent) need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it under this Indenture except
as otherwise agreed upon in writing with the Company.

Section 6.7 Compensation and Reimbursement.

         The Company agrees:

                  (a) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it under this Indenture (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);


                                       40
<PAGE>
                  (b) except as otherwise expressly provided in this Indenture,
to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

                  (c) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability, damage, claim or expense, including taxes (other
than taxes based upon or determined or measured by the income of the Trustee),
incurred without gross negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts under
this Indenture, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties under this Indenture.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.1 (e) or Section 5.1 (f) above, the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

         The provisions of this Section 6.7 shall survive this Indenture and the
resignation or removal of any Trustee under this Indenture.

Section 6.8 Disqualification; Conflicting Interests.

         The Trustee shall be disqualified only where such disqualification is
required by Section 310(b) of the Trust Indenture Act. Nothing shall prevent the
Trustee from filing with the Commission the application referred to in the
second to last paragraph of Section 310(b) of the Trust Indenture Act.

Section 6.9 Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee under this Indenture which shall
be eligible to act as Trustee under Section 310(a)(1) of the Trust Indenture Act
having a combined capital and surplus of at least $50,000,000 subject to
supervision or examination by federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section 6.9, the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. Neither the Company nor any Person directly or
indirectly controlling, controlled by, or under common control with the Company
may serve as Trustee. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.9, it shall resign immediately
in the manner and with the effect in this Indenture specified in this Article
VI.


                                       41
<PAGE>
Section 6.10 Resignation and Removal; Appointment of Successor.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article VI shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 6.11 below.

                  (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice of this Indenture to
the Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 below shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

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

                  (d) If at any time:

                           (i) the Trustee shall fail to comply with Section
310(b) of the Trust Indenture Act after written request therefor by the Company
or by any Holder who has been a bona fide Holder of a Security for at least six
months; or

                           (ii) the Trustee shall cease to be eligible under
Section 6.9 above and shall fail to resign after written request here for by the
Company or by any such Holder of a Security who has been a bona fide Holder of a
Security for at least six months; or

                           (iii) the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation; then, in any such case, (i) the Company by a Board
Resolution may remove the Trustee with respect to all Securities, or (ii)
subject to Section 315(e) of the Trust Indenture Act, any Holder who has been a
bona fide Holder of a security for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee with respect to all Securities and the
appointment of a successor Trustee or Trustees.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.11 below. If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in


                                       42
<PAGE>
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.11 below, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company with respect to such Securities. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.11 below, any Holder who has been a bona fide
Holder of a security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

Section 6.11 Acceptance of Appointment by Successor or Additional Trustees.

                  (a) In case of the appointment under this Indenture of a
successor Trustee with respect to all Securities, every such successor Trustee
so appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee under this
Indenture.

                  (b) In case of the appointment under this Indenture of a
Trustee or a successor with respect to the Securities of one or more (but not
all) series, the Company, any retiring Trustee and each Trustee or a successor
Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto win this Indenture each Trustee or a
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each Trustee or a successor Trustee all the rights, powers, trusts and
duties of any retiring Trustee with respect to the Securities of that or those
series to which the appointment of such Trustee or a successor Trustee relates,
(2) if any retiring Trustee is not retiring with respect to all Securities,
shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of any retiring Trustee
with respect to the Securities of that or those series as to which any retiring
Trustee is not retiring shall continue to be vested in any retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts under
this Indenture by more than


                                       43
<PAGE>
one Trustee, it being understood that nothing in this Indenture 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
this Indenture separate and apart from any trust or trusts under this Indenture
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided in this Indenture and each such
Trustee or a successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of any
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such Trustee or a successor Trustee relates; but, on request
of the Company or any Trustee or a successor Trustee, any such retiring Trustee
shall duly assign, transfer and deliver to such Trustee or a successor Trustee
all property and money held by any such retiring Trustee under this Indenture
with respect to the Securities of that or those series to which the appointment
of any such Trustee or successor Trustee relates.

                  (c) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section 6.11, as the case may be.

                  (d) No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be qualified and
eligible under the Trust Indenture Act.

Section 6.12 Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee under this Indenture,
provided such corporation shall be otherwise qualified and eligible under this
Article VI, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

Section 6.13 Preferential Collection of Claims Against Company.

         The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated in this
Indenture.

Section 6.14 Appointment of Authenticating Agent.

         At any time when any of the Securities remain Outstanding the Trustee
may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities


                                       44
<PAGE>
which shall be authorized to act on behalf of, and subject to the direction of,
the Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption of this Indenture or pursuant to
Section 3.6 above, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee under this Indenture. Wherever reference is made
in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State of this
Indenture or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$5,000,000 and subject to supervision or examination by federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section 6.14, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section 6.14, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section 6.14.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section 6.14, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
of this Indenture to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice of this
Indenture to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment under this
Indenture shall become vested with all the rights, powers and duties of its
predecessor under this Indenture, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 6.14.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 6.14.


                                       45
<PAGE>
         If an appointment with respect to one or more series is made pursuant
to this Section 6.14, the Securities of such series may have endorsed thereon,
in lieu of the Trustee's certificate of authentication, an alternate certificate
of authentication in the following form:

         Form of Authenticating Agent's
         Certificate of Authentication

Dated:
       --------------------


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


                                                                      As Trustee

                                         By:
                                            ------------------------------------
                                                         As Authenticating Agent

                                         By:
                                            ------------------------------------
                                                            Authorized Signatory


                                  ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1 Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee:

                  (a) semi-annually, not later than ____________ and
____________ in each year, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of the preceding
____________ or ____________, as the case may be; and

                  (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished; provided, however, that so long as the Trustee is the
Security Registrar, no such list shall be required to be furnished; provided,
however, that so long as the Trustee is the Security Registrar, no such list
shall be required to be furnished.

Section 7.2 Preservation of Information; Communications to Holders.

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.1 above and the
names and addresses of Holders


                                       46
<PAGE>
received by the Trustee in its capacity as Security Registrar. The Trustee may
destroy any list furnished to it as provided in Section 7.1 above upon receipt
of a new list so furnished.

                  (b) If three or more Holders (in this Indenture 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 with respect
to their rights under this Indenture or under the Securities and is accompanied
by a copy of the form of proxy or 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 such applicants access to the information
preserved at the time by the Trustee in accordance with Section 7.2(a) above; or

                           (ii) inform such applicants as to the approximate
number of Holders whose names and addresses appear in the information preserved
at the time by the Trustee in accordance with Section 7.2(a) above, and as to
the approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 7.2(a) above 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 interest of the Holders
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 objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders 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) Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Holders in accordance with Section 7.2(b) above, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 7.2(b) above.


                                       47

<PAGE>
Section 7.3             Reports by Trustee.

                        (a) Within 60 days after _____________ of each year
commencing with the year 2002, the Trustee shall transmit by mail to all Holders
of Securities as provided in Section 313(c) of the Trust Indenture Act, a brief
report dated as of ______________, if required by and in compliance with Section
313(a) of the Trust Indenture Act.

                        (b) A copy of each such report shall, at the time of
such transmission to Holders, be filed by the Trustee with each stock exchange
upon which any Securities are listed, with the Commission and with the Company.
The Company will notify the Trustee when any Securities are listed on any stock
exchange.

Section 7.4             Reports by Company.

            The Company shall:

                        (a) file with the Trustee, within 30 days after the
Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

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

                        (c) furnish to the Trustee, on or before ________ of
each year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the Company's compliance with all conditions and covenants under this Indenture.
For purposes of this paragraph, such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Indenture. Such certificate need not comply with Section 1.2 above.


                                       48
<PAGE>
                                  ARTICLE VIII

                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

Section 8.1             When Company May Merge, Etc.

            The Company shall not consolidate, or merge with or into any other
corporation (whether or not the Company shall be the surviving corporation), or
sell, assign, transfer or lease or otherwise dispose of all or substantially all
of its properties and assets as an entirety or substantially as an entirety to
any Person or group of affiliated Persons, in one transaction or a series of
related transactions, unless:

                        (a) either the Company shall be the continuing Person or
the Person (if other than the Company) formed by such consolidation or with
which or into which the Company is merged or the Person (or group of affiliated
Persons) to which all or substantially all the properties and assets of the
Company as an entirety or substantially as an entirety are sold, assigned,
transferred or leased shall be a corporation, partnership or trust or other
entity organized and existing under the laws of the United States of America or
any State of this Indenture or the ________________ and shall expressly assume,
by an indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, all the obligations of the Company under the
Securities and this Indenture; and

                        (b) immediately before and after giving effect to such
transaction or series of related transactions, no Event of Default, and no
Default, and no event which, after notice or lapse of time or both, would become
and Event of Default, shall have occurred and be continuing.

Section 8.2             Opinion of Counsel.

         The Company shall deliver to the Trustee prior to the proposed
transaction(s) covered by Section 8.1 above an Officer's Certificate and an
Opinion of Counsel stating that the transaction(s) and such supplemental
indenture comply with this Indenture and that all conditions precedent to the
consummation of the transaction under this Indenture have been met.

Section 8.3             Successor Corporation Substituted.

            Upon any consolidation by the Company with or merger by the Company
into an other corporation or any lease, sale, assignment, or transfer of all or
substantially all of the property and assets of the Company in accordance with
Section 8.1 above, the successor corporation formed by such consolidation or
into which the Company is merged or the successor corporation or affiliated
group of corporations to which such lease, sale, assignment, or transfer is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
corporation or corporations had been named as the Company in this Indenture, and
thereafter, except in the case of a lease, the predecessor corporation or
corporations shall be relieved of all obligations and covenants under this
Indenture and the Securities

                                       49
<PAGE>
and in the event of such conveyance or transfer, except in the case of a lease,
any such predecessor corporation may be dissolved and liquidated.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.1             Supplemental Indentures Without Consent of Holders.

            Without notice to or the consent of any Holders of a series of
Securities, the Company, when authorized by a Board Resolution, and the Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

                  (a) to evidence the succession of another corporation to the
Company and the assumption by any such successor of the covenants of the Company
in this Indenture and in the Securities; or

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

                  (c) to add any additional Events of Default with respect to
all or any series of Securities; or

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

                  (e) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created prior to the
execution of such supplemental Indenture which is entitled to the benefit of
such provision; or

                  (f) to secure the Securities; or

                  (g) to establish the form or terms of Securities of any series
as permitted by Sections 2.1 and 3.1 above; or

                  (h) to evidence and provide for the acceptance of appointment
under this Indenture by a Trustee or 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 under this Indenture by more than one Trustee,
pursuant to the requirements of Section 6.11(b) above; or

                  (i) to cure any ambiguity, defect or inconsistency or to
correct or supplement any provision in this Indenture which may be inconsistent
with any other provision in this Indenture; or


                                       50
<PAGE>
                  (j) to make any change that does not materially adversely
affect the interests of the Holders of Securities of such series; or

                  (k) to qualify, or maintain the qualification of the Indenture
under the Trust Indenture Act.

            Upon request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon receipt
by the Trustee of the documents described in (and subject to the last sentence
of) Section 9.3 below, the Trustee shall join with the Company in the execution
of any supplemental indenture authorized or permitted by the terms of this
Indenture.

Section 9.2             Supplemental Indentures with Consent of Holders.

            With the written consent of the Holders of a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee
shall, subject to Section 9.3 below, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding security affected
thereby,

                  (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any security, or reduce the
principal amount of this Indenture or the rate of interest thereon or any
premium payable upon the redemption of this Indenture or extend the time for
payment of this Indenture, or reduce the amount of the principal of an Original
Issue Discount security that would be due and payable upon a declaration of
acceleration of the Maturity of this Indenture pursuant to Section 5.2 above, or
change any Place of Payment where, or the coin or currency in which, any
security or any premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the Stated
Maturity of this Indenture (or, in the case of redemption, on or after the
Redemption Date);

                  (b) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required
for any waiver of compliance with certain provisions of this Indenture or
Defaults or Events of Default under this Indenture and their consequences
provided for in this Indenture; or

                  (c) change the redemption provisions (including Article XI
below) of this Indenture in a manner adverse to such Holder; or

                  (d) modify any of the provisions of this Section 9.2 or
Section 5.13 above, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to


                                       51
<PAGE>
"the Trustee" and concomitant changes in this Section 9.2, or the deletion of
this proviso, in accordance with the requirements of Sections 6.11(b) and 9.1(h)
above.

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

            It shall not be necessary for any Act of Holders under this Section
9.2 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance of this
Indenture.

Section 9.3             Execution of Supplemental Indentures.

            The Trustee shall sign any supplemental indenture authorized
pursuant to this Article IX, subject to the last sentence of this Section 9.3.
In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article IX or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.1 above) shall be fully protected in relying upon, an
Officer's Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but 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.

Section 9.4             Effect of Supplemental Indentures.

            Upon the execution of any supplemental indenture under this Article
IX, this Indenture shall be modified in accordance therewith, and such
supplemental Indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
under this Indenture shall be bound thereby.

Section 9.5             Conformity with Trust Indenture Act.

            Every supplemental indenture executed pursuant to this Article IX
shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.6             Reference in Securities to Supplemental Indentures.

            Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article IX may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticate and
delivered by the Trustee in exchange for Outstanding Securities of such series.


                                       52
<PAGE>
                                    ARTICLE X

                                    COVENANTS

Section 10.1            Payments of Securities.

            With respect to each series of Securities, the Company will duly and
punctually pay the principal of (and premium, if any) and interest on such
Securities in accordance with their terms and this Indenture, and will duly
comply with all the other terms, agreements and conditions contained in, or made
in the Indenture for the benefit of, the Securities of such series.

Section 10.2            Maintenance of Office or Agency.

            The Company will maintain an office or agency in each Place of
Payment where Securities may be surrendered for registration of transfer or
exchange or for presentation for payment, where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in location, of such office or agency. If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address of this Indenture, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee as set
forth in Section 1.5 above.

            The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

            Unless otherwise set forth in, or pursuant to, a Board Resolution or
indenture supplemental hereto with respect to a series of Securities, the
Company hereby initially designates the Corporate Trust Office as such office of
the Company.

Section 10.3            Corporate Existence.

            Subject to Article VIII above, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence and that of each of its Subsidiaries and the rights (charter
and statutory) of the Company and its Subsidiaries; provided, however, that (a)
the Company shall not be required to preserve any such right, license or
franchise or the corporate existence of any of its Subsidiaries if the Board of
Directors, or the board of directors of the Subsidiary concerned, as the case
may be, shall determine that the preservation of this Indenture is no longer
desirable in the conduct of the business of the Company or any of its
Subsidiaries and that the loss of this Indenture is not materially
disadvantageous to the Holders, and (b) nothing in this Indenture contained
shall prevent any Subsidiary of the Company from liquidating or dissolving, or
merging into, or consolidating with the Company (provided that the Company shall
be the continuing or surviving corporation) or with any one or more Subsidiaries
if the

                                       53
<PAGE>
Board of Directors or the board of directors of the Subsidiary concerned, as the
case may be, shall so determine.

Section 10.4            Payment of Taxes and Other Claims.

            The Company will pay or discharge, or cause to be paid or
discharged, before the same shall become delinquent, (1) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
Subsidiary or upon the income, profits or property of the Company or any
Subsidiary material to the Company and its Subsidiaries taken as a whole, and
(2) all lawful claims for labor, materials and supplies which, if unpaid, might
by law become a material lien upon the property of the Company or any Subsidiary
material to the Company and its Subsidiaries taken as a whole; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and for which adequate provision has been made.

Section 10.5            Compliance Certificates.

                  (a) The Company shall deliver to the Trustee, within ten days
after the occurrence of this Indenture, notice of any acceleration which with
the giving of notice and the lapse of time would be an Event of Default within
the meaning of Section 5.1(d) above.

                  (b) The Company shall deliver to the Trustee forthwith upon
becoming aware of a Default or Event of Default (but in no event later than ten
days after the occurrence of each Default or Event of Default that is
continuing), an Officer's Certificate setting forth the details of such Default
or Event of Default and the action that the Company proposes to take with
respect thereto and the specific section or sections of this Indenture in
connection with which such Default or Event of Default has occurred.

Section 10.6            Commission Reports.

                  (a) So long as the Securities remain outstanding, the Company
shall cause its annual report to shareholders and any other financial reports
furnished by it to shareholders generally, to be mailed to the Holders at their
addresses appearing in the register of Securities maintained by the Security
Registrar in each case at the time of such mailing or furnishing to
shareholders. If the Company is not required to furnish annual reports to its
shareholders pursuant to the Exchange Act, the Company shall cause its financial
statements, including any notes thereto and, with respect to annual reports, an
auditors' report by an accounting firm of established national reputation and a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," to be so filed with the Trustee and mailed to the Holders within 90
days after the end of each of the Company's fiscal years and within 45 days
after the end of each of the first three quarters of each fiscal year.

                  (b) The Company shall provide the Trustee with a sufficient
number of copies of all reports and other documents and information that the
Company may be required to deliver to the Holders under this Section 10.6.


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<PAGE>
Section 10.7            Waiver of Stay, Extension or Usury Laws.

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

Section 10.8            Money for Securities Payments to Be Held in Trust.

            If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as in this Indenture provided and will promptly notify the Trustee
of its action or failure so to act.

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

            The Company will cause each Paying Agent for any series of
Securities (other than the Trustee) 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 10.8, that such Paying Agent will:

                  (a) hold all sums held by it for the payment of the principal
of (and premium, if any) or interest on Securities of that series in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as in this Indenture provided;

                  (b) give the Trustee notice of any default by the Company (or
any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest on the Securities of that
series; and

                  (c) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent.


                                       55
<PAGE>
            The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

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

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

Section 11.1            Applicability of Article.

            Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms in whole or in part
(provided Securities issued in denominations larger than $1,000 may be redeemed
in part only in integral multiples of $1,000) and (except as otherwise specified
as contemplated by Section 3.1 above for Securities of any series) in accordance
with this Article XI.

Section 11.2            Election to Redeem; Notice to Trustee.

            The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall, at
least 45 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officer's Certificate evidencing compliance with such restriction.


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<PAGE>
Section 11.3            Selection by Trustee of Securities to Be Redeemed.

            If less than all the Securities of any series are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 90 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, substantially pro rata, by lot
or by any other method as the Trustee considers fair and appropriate and that
complies with the requirements of the principal national securities exchange, if
any, on which such Securities are listed, and which may provide for the
selection for redemption of portions (equal to the lesser of the minimum
authorized denomination for Securities of that series or $50 per Security, and
any integral multiple of this Indenture) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series; provided that in case the Securities of such
series have different terms and maturities, the Securities to be redeemed shall
be selected by the Company and the Company shall give notice of this Indenture
to the Trustee.

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

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

Section 11.4            Notice of Redemption.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at this address appearing in
the Security Register.

            All notices of redemption shall state:

                  (a) the Redemption Date;

                  (b) the Redemption Price;

                  (c) if less than all the Outstanding Securities of any series
are to be redeemed, the identification (and, in the case of partial redemption,
the principal amounts) of the particular Securities to be redeemed;

                  (d) that on the Redemption Date, the Redemption Price will
become due and payable upon each such security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date;

                  (e) the place or places where such Securities are to be
surrendered for payment of the Redemption Price;

                  (f) that the redemption is for a sinking fund, if such is the
case;


                                       57
<PAGE>
                  (g) the CUSIP number, if any, of the Securities to be
redeemed; and

                  (h) unless otherwise provided as to a particular series of
Securities, if at the time of publication or mailing of any notice of redemption
the Company shall not have deposited with the Trustee or Paying Agent and/or
irrevocably directed the Trustee or Paying Agent to apply, from money held by it
available to be used for the redemption of Securities, an amount in cash
sufficient to redeem all of the Securities called for redemption, including
accrued interest to the Redemption Date, such notice shall state that it is
subject to the receipt of the redemption moneys by the Trustee or Paying Agent
before the Redemption Date (unless such redemption is mandatory) and such notice
shall be of no effect unless such moneys are so received before such date.

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

Section 11.5            Deposit of Redemption Price.

            Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.8 above) an amount
of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.

Section 11.6            Securities Payable on Redemption Date.

            Notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price in this Indenture specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such security for redemption in accordance with said notice, such
security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
or Special Record Dates according to their terms and the provisions of Section
3.7 above.

            If any Security called for redemption shall not be so paid upon
surrender of this Indenture for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate prescribed
in the Security.

Section 11.7            Securities Redeemed in Part.

            Any Security which is to be redeemed only in part shall be
surrendered at an office or agency of the Company at a Place of Payment therefor
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder of this Indenture or his attorney duly
authorized in writing), and the Company shall execute, and the

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<PAGE>
Trustee shall authenticate and deliver to the Holder of such security without
service charge, a new Security or Securities of the same series and Stated
Maturity, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the security so surrendered.

                                  ARTICLE XII

                                  SINKING FUNDS

Section 12.1            Applicability of Article.

            The provisions of this Article XII shall be applicable to any
sinking fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 3.1 above for Securities of such series.

            The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is in this Indenture referred to as a
"Mandatory Sinking Fund Payment," and any payment in excess of such minimum
amount provided for by the terms of Securities of any series is in this
Indenture referred to as an "Optional Sinking Fund Payment." If provided for by
the terms of Securities of any series, the cash amount of any sinking fund
payment may be subject to redemption as provided in Section 12.2 below. Each
sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of Securities of such series.

Section 12.2            Satisfaction of Sinking Fund Payments with Securities.

            The Company (1) may deliver Securities of a series (other than any
Securities previously called for redemption) and (2) may apply as a credit
Securities of a series which have been (i) previously cancelled pursuant to
Section 3.9 above or delivered for cancellation or (ii) redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted Optional Sinking Fund Payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any
Mandatory Sinking Fund Payment with respect to the Securities of such series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such series; provided that such Securities have not been previously
so credited. Such Securities shall be received and credited at the principal
amount for such purpose by the Trustee at the Redemption Price specified in such
Securities for redemption through operation of the sinking fund and the amount
of such Mandatory Sinking Fund Payment shall be reduced accordingly.

Section 12.3            Redemption of Securities for Sinking Fund.

            Not less than 45 days prior to each sinking fund payment date for
any series of Securities, the Company will deliver to the Trustee an Officer's
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion of this Indenture,
if any, which is to be satisfied by payment of cash and the portion of this
Indenture, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 12.2 above and will also deliver
to the Trustee

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<PAGE>
any Securities to be so delivered. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.3
above and cause notice of the redemption of this Indenture to be given in the
name of and at the expense of the Company in the manner provided in Section 11.4
above. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7
above.

                                  ARTICLE XIII

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 13.1            Applicability of Article; Company's Option to Effect
                        Defeasance or Covenant Defeasance.

            Unless pursuant to Section 3.1 above provision is made for the
inapplicability of either or both of (a) Defeasance of the Securities of a
series under Section 13.2 below or (b) Covenant Defeasance of the Securities of
a series under Section 13.3 below, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article
XIII, shall be applicable to the Securities of such series, and the Company may
at its option by Board Resolution, at any time, with respect to the Securities
of such series, elect to have either Section 13.2 below (unless inapplicable) or
Section 13.3 below (unless inapplicable) be applied to the Outstanding
Securities of such series upon compliance with the applicable conditions set
forth below in this Article XIII.

Section 13.2            Defeasance and Discharge.

            Upon the Company's exercise of the option provided in Section 13.1
above to defease the Outstanding Securities of a particular series, the Company
shall be discharged from its obligations with respect to the Outstanding
Securities of such series on the date the applicable conditions set forth in
Section 13.4 below are satisfied (in this Indenture, "Defeasance"). Defeasance
shall mean that the Company shall be deemed to have paid and discharged the
entire indebtedness represented by the Outstanding Securities of such series and
to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same); provided, however, that the following rights, obligations, powers,
trusts, duties and immunities shall survive until otherwise terminated or
discharged under this Indenture: (A) the rights of Holders of Outstanding
Securities of such series to receive, solely from the trust fund provided for in
Section 13.4 below, payments in respect of the principal of (and premium, if
any) and interest on such Securities when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 3.4, 3.5,
3.6, 10.1, 10.2 and 10.8 above, (C) the rights, powers, trusts, duties and
immunities of the Trustee under this Indenture and (D) this Article XIII.
Subject to compliance with this Article XIII, the Company may exercise its
option with respect to Defeasance under this Section 13.2 notwithstanding the
prior exercise of its option with respect to Covenant Defeasance under Section
13.3 below in regard to the Securities of such series.


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<PAGE>
Section 13.3            Covenant Defeasance.

            Upon the Company's exercise of the option provided in Section 13.1
above to obtain a Covenant Defeasance with respect to the Outstanding Securities
of a particular series, the Company shall be released from its obligations under
this Indenture (except its obligations under Sections 3.4, 3.5, 3.6, 5.6, 5.9,
6.10, 10.1, 10.2, 10.5, 10.7 and 10.8 above) with respect to the Outstanding
Securities of such series on and after the date the applicable conditions set
forth in Section 1304 are satisfied (in this Indenture, "Covenant Defeasance").
Covenant Defeasance shall mean that, with respect to the Outstanding Securities
of such series, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in this Indenture
(except its obligations under Sections 3.4, 3.5, 3.6, 5.6, 5.9, 6.10, 10.1,
10.2, 10.5, 10.7 and 10.8 above), whether directly or indirectly by reason of
any reference elsewhere in this Indenture or by reason of any reference to any
other provision in this Indenture or in any other document, and such omission to
comply shall not constitute an Event of Default under Section 5.1(d) above with
respect to Outstanding Securities of such series, and the remainder of this
Indenture and of the Securities of such series shall be unaffected thereby.

Section 13.4            Conditions to Defeasance or Covenant Defeasance.

            The following shall be the conditions to Defeasance under Section
13.2 above and Covenant Defeasance under Section 13.3 above with respect to the
Outstanding Securities of a particular series:

                  (a) the Company shall irrevocably have deposited or caused to
be deposited (and in the case of Defeasance such deposit shall have been made
121 days prior to Defeasance with the Trustee (or another trustee satisfying the
requirements of Section 6.9 above who shall agree to comply with the provisions
of this Article XIII applicable to it), under the terms of an irrevocable trust
agreement in form and substance reasonably satisfactory to such Trustee, as
trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities, (A) Dollars in an amount, or (B) U.S. Government
Obligations which through the scheduled payment of principal and interest in
respect of this Indenture in accordance with their terms will provide, not later
than the due date of any payment, money in an amount, or (C) a combination of
this Indenture, in each case sufficient, after payment of all federal, state and
local taxes or other charges or assessments in respect of this Indenture payable
by the Trustee, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification of this Indenture
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium, if any, on) and each installment of principal of (and
premium, if any) and interest on the Outstanding Securities of such series on
the Stated Maturity of such principal or installment of principal or interest
and (ii) any mandatory sinking fund payments or analogous payments applicable to
the Outstanding Securities of such series on the day on which such payments are
due and payable in accordance with the terms of this Indenture and of such
Securities.

                  (b) No Default or Event of Default with respect to the
Securities of such series shall have occurred and be continuing on the date of
such deposit or shall occur as a

                                       61
<PAGE>
result of such deposit, and no Default or Event of Default under clause (e) or
(f) of Section 5.1 above of this Indenture shall occur and be continuing, at any
time during the period ending on the 31st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period).

                  (c) Such deposit, Defeasance or Covenant Defeasance shall not
result in a breach or violation of, or constitute a default under, any other
agreement or instrument to which the Company is a party or by which it is bound.

                  (d) In the case of an election with respect to Section 13.2
above, the Company shall have delivered to the Trustee either (A) a ruling
directed to the Trustee received from the Internal Revenue Service to the effect
that the Holders of the Outstanding Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Defeasance
had not occurred or (B) an Opinion of Counsel, based on a ruling published by
the Internal Revenue Service or on a change in the applicable federal income tax
law since the date of this Indenture, in either case to the effect that, and
based thereon such opinion shall confirm that, the Holders of the Outstanding
Securities of such series will not recognize income, gain or loss for federal
income tax purposes as a result of such Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Defeasance had not occurred.

                  (e) In the case of an election with respect to Section 13.3
above, the Company shall have delivered to the Trustee an Opinion of Counsel or
a ruling directed to the Trustee received from the Internal Revenue Service to
the effect that the Holders of the Outstanding Securities of such series will
not recognize income, gain or loss for federal income tax purposes as a result
of such Covenant Defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred.

                  (f) Such Defeasance or Covenant Defeasance shall be effected
in compliance with any additional terms, conditions or limitations which may be
imposed on the Company in connection therewith pursuant to Section 3.1 above.

                  (g) The Company shall have delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the Defeasance under
Section 13.2 above or the Covenant Defeasance under Section 13.3 above (as the
case may be) have been complied with.

Section 13.5            Deposited Money and Government Obligations To Be Held In
                        Trust.

            Subject to the provisions of the last paragraph of Section 10.8
above, all money and Government Obligations (including the proceeds of this
Indenture) deposited with the Trustee (or other qualifying trustee--collectively
for purposes of this Section 13.5, the "Trustee") pursuant to Section 13.4 above
in respect of the Outstanding Securities of a particular series shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through

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any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest,
but such money need not be segregated from other funds except to the extent
required by law.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 13.4 above or the principal and interest received
in respect of this Indenture, other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities of such
series.

            Anything in this Article XIII to the contrary notwithstanding, the
Trustee shall deliver to pay to the Company from time to time upon Company
Request any money or Government Obligations held by it as provided in Section
13.4 above which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification of this Indenture
delivered to the Trustee, are in excess of the amount of this Indenture which
would then be required to be deposited for the purpose for which such money or
Government Obligations were deposited.

                                   ARTICLE XIV

                                  MISCELLANEOUS

Section 14.1            Miscellaneous.

            This Indenture may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Indenture.

                                   ARTICLE XV

                                  SUBORDINATION

Section 15.1            Securities Subordinated to Senior Indebtedness.

                  (a) The Company covenants and agrees, and each Holder of
Securities of each series, by his acceptance of this Indenture, 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 in this Indenture, 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 15.4 below, if (i) the Company 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

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Indebtedness has been accelerated in accordance with its terms, then, upon
written notice of such default to the Company 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 Company (or cash in
lieu of fractional shares of this Indenture).

                  (c) If any default (other than a default described in
paragraph (b) of this Section 15.1) shall occur under the Senior Indebtedness,
pursuant to which the maturity of this Indenture 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 Company and the
Trustee of written notice of this Indenture (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 Company in accordance with the following
provisions of this paragraph (c), the Company may not make any payment or take
any other action that would be prohibited by paragraph (b) of this Section 15.1
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 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 Company 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 Company, a receiver,
conservator, liquidator or trustee of the Company 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 Company 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 Company 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 Company (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

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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 Company 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 of this Indenture. Any payment or distribution,
whether in cash, securities or other property (other than securities of the
Company 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 of this Indenture 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 Company ranking on a parity with the Securities, shall be
entitled to be paid from the remaining assets of the Company 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
distribution, whether in cash, property or otherwise, shall be made on account
of any capital stock or any obligations of the Company 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 Company 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 of this
Indenture under any such plan of reorganization or readjustment), shall be
received by the Trustee or any Holder in contravention of any of the terms of
this Indenture, 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 holders of the Senior Indebtedness then outstanding in accordance with the
priorities then existing among such holders 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

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Securities by any act or failure to act on the part of the Company or any Holder
of Securities. Nothing contained in this Indenture shall impair, as between the
Company and the Holders of Securities of each series, the obligation of the
Company 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 under this
Indenture upon a default or Event of Default under this Indenture, 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 of this Indenture 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 Company 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 Company on account
of Senior Indebtedness, and not on account of the Securities of such series.

                  (h) The provisions of this Section 15.1 shall not impair any
rights, interests, remedies or powers of any secured creditor of the Company in
respect of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

                  (i) The securing of any obligations of the Company, 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 15.2 Reliance on Certificate of Liquidating Agent; Further Evidence as
to Ownership of Senior Indebtedness.

            Upon any payment or distribution of assets of the Company, 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 Company, the amount of this Indenture or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article XV. 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

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Indebtedness to participate in any payment or distributions pursuant to this
Article XV, 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 XV, 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 15.3 Payment Permitted If No Default.

            Nothing contained in this Article XV or elsewhere in this Indenture,
or in any of the Securities, shall prevent (a) the Company at any time, except
during the pendency of any default with respect to Senior Indebtedness described
in Section 15.1(b) or Section 15.1(c) above or of any of the events described in
Section 15.1(d) above, 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 under this Indenture 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 15.5 below of any event prohibiting the
making of such deposit, or if, at the time of such deposit (whether or not in
trust) by the Company with the Trustee or paying agent (other than the Company)
such payment would not have been prohibited by the provisions of this Article
XV, 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 15.4 Disputes with Holders of Certain Senior Indebtedness.

            Any failure by the Company to make any payment on or under any
Senior Indebtedness, other than any Senior Indebtedness as to which the
provisions of this Section 15.4 shall have been waived by the Company in the
instrument or instruments by which the Company incurred, assumed, guaranteed or
otherwise created such Senior Indebtedness, shall not be deemed a default under
Section 15.1 above if (i) the Company shall be disputing its obligation to make
such payment or perform such obligation, and (ii) either (A) no final judgment
relating to such dispute shall have been issued against the Company 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 Company 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 15.5 Trustee Not Charged with Knowledge of Prohibition.

            Anything in this Article XV 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 15.1 above 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

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Indebtedness who shall have been certified by the Company 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 15.5 at least three Business Days preceding the date upon
which by the terms of this Indenture 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 in this Indenture 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 Company 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 15.6 Trustee to Effectuate Subordination.

            Each Holder of Securities by his acceptance of this Indenture
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 XV and appoints
the Trustee its attorney-in-fact for any and all such purposes.

Section 15.7 Rights of Trustee as Holder of Senior Indebtedness.

            The Trustee shall be entitled to all the rights set forth in this
Article XV 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 XV shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 6.7 above.

Section 15.8 Article Applicable to Paying Agents.

            In case at any time any paying agent other than the Trustee shall
have been appointed by the Company and be then acting under this Indenture, the
term "Trustee" as used in this Article XV shall in such case (unless the context
shall otherwise require) be construed as extending to and including such paying
agent within its meaning as fully for all intents and purposes as if the paying
agent were named in this Article Fifteen in addition to or in place of the
Trustee; provided, however, that Sections 15.5 and 15.7 above shall not apply to
the Company if it acts as paying agent.

Section 15.9 Subordination Rights Not Impaired by Acts or Omissions of the
Company or Holders of Senior Indebtedness.

            No right of any present or future holders of any Senior Indebtedness
to enforce subordination as in this Indenture provided shall at any time in any
way be prejudiced or

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impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge of this Indenture 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 under this Indenture, all without notice to or assent from
the Holders of the Securities or the Trustee and without affecting the
obligations of the Company, the Trustee or the Holders of Securities under this
Article XV.

Section 15.10 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 Company. 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 XV and no implied covenants or
obligations with respect to holders of Senior Indebtedness shall be read into
this Indenture against the Trustee.


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

                                   KFORCE INC.,
                                   as Issuer

                                   By: ______________________________________

                                   Name: ____________________________________

                                   Title: ___________________________________

                                   __________________________________________,
                                   as Trustee

                                   By: ______________________________________

                                   Name: ____________________________________

                                   Title: ___________________________________



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