<PAGE>
                                                                     EXHIBIT 4.5


                          CORRECTIONAL PROPERTIES TRUST

                                       TO

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


                                    Indenture

                         Dated as of ____________, 2002


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




<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>

                                                                                                     Page
                                                                                                     ----
<S>                 <C>                                                                              <C>
ARTICLE ONE         Definitions and Other Provisions...................................................1
     Section 101    Definitions........................................................................1
     Section 102    Compliance Certificates and Opinions..............................................10
     Section 103    Form of Documents Delivered to Trustee............................................11
     Section 104    Acts of Holders; Record Dates.....................................................11
     Section 105    Notices, Etc., to Trustee and Company.............................................12
     Section 106    Notice to Holders; Waiver.........................................................13
     Section 107    Conflict with Trust Indenture Act.................................................13
     Section 108    Effect of Headings and Table of Contents..........................................13
     Section 109    Successors and Assigns............................................................13
     Section 110    Separability Clause...............................................................14
     Section 111    Benefits of Indenture.............................................................14
     Section 112    Governing Law.....................................................................14
     Section 113    Legal Holidays....................................................................14

ARTICLE TWO         Security Forms....................................................................14
     Section 201    Forms Generally...................................................................14
     Section 202    Form of Face of Security..........................................................15
     Section 203    Form of Reverse of Security.......................................................16
     Section 204    Form of Legend for Global Securities..............................................19
     Section 205    Form of Trustee's Certificate of Authentication...................................19

ARTICLE THREE       The Securities....................................................................20
     Section 301    Amount Unlimited; Issuable in Series..............................................20
     Section 302    Denominations.....................................................................22
     Section 303    Execution, Authentication, Delivery and Dating....................................22
     Section 304    Temporary Securities..............................................................23
     Section 305    Registration, Registration of Transfer and Exchange...............................24
     Section 306    Mutilated, Destroyed, Lost and Stolen Securities..................................25
     Section 307    Payment of Interest; Interest Rights Preserved....................................26
     Section 308    Persons Deemed Owners.............................................................27
     Section 309    Cancellation......................................................................27
     Section 310    Computation of Interest...........................................................27

ARTICLE FOUR        Satisfaction and Discharge........................................................27
     Section 401    Satisfaction and Discharge of Indenture...........................................27
     Section 402    Application of Trust Money........................................................28

ARTICLE FIVE        Remedies..........................................................................28
     Section 501    Events of Default.................................................................28
     Section 502    Acceleration of Maturity; Rescission and Annulment................................30
     Section 503    Collection of Indebtedness and Suits for Enforcement by Trustee...................31
     Section 504    Trustee May File Proofs of Claim..................................................31

</TABLE>


                                       i
<PAGE>


                                Table of Contents
                                   (continued)
<TABLE>
<CAPTION>

                                                                                                     Page
                                                                                                     ----
<S>                 <C>                                                                              <C>
     Section 505    Trustee May Enforce Claims Without Possession of Securities.......................31
     Section 506    Application of Money Collected....................................................32
     Section 507    Limitation on Suits...............................................................32
     Section 508    Unconditional Right of Holders to Receive Principal, Premium and Interest.........33
     Section 509    Restoration of Rights and Remedies................................................33
     Section 510    Rights and Remedies Cumulative....................................................33
     Section 511    Delay or Omission Not Waiver......................................................33
     Section 512    Control by Holders................................................................33
     Section 513    Waiver of Past Defaults...........................................................34
     Section 514    Undertaking for Costs.............................................................34
     Section 515    Waiver of Usury, Stay or Extension Laws...........................................34

ARTICLE SIX        The Trustee........................................................................34
     Section 601    Certain Duties and Responsibilities...............................................34
     Section 602    Notice of Defaults................................................................34
     Section 603    Certain Rights of Trustee.........................................................35
     Section 604    Not Responsible for Recitals or Issuance of Securities............................35
     Section 605    May Hold Securities...............................................................36
     Section 606    Money Held in Trust...............................................................36
     Section 607    Compensation and Reimbursement....................................................36
     Section 608    Conflicting Interests.............................................................36
     Section 609    Corporate Trustee Required; Eligibility...........................................37
     Section 610    Resignation and Removal; Appointment of Successor.................................37
     Section 611    Acceptance of Appointment by Successor............................................38
     Section 612    Merger, Conversion, Consolidation or Succession to Business.......................39
     Section 613    Preferential Collection of Claims Against Company.................................39
     Section 614    Appointment of Authenticating Agent...............................................39

ARTICLE SEVEN       Holders' Lists and Reports by Trustee and Company.................................41
     Section 701    Company to Furnish Trustee Names and Addresses of Holders ........................41
     Section 702    Preservation of Information; Communications to Holders............................41
     Section 703    Reports by Trustee................................................................41
     Section 704    Reports by Company................................................................42

ARTICLE EIGHT       Consolidation, Merger, Conveyance, Transfer or Lease .............................42
     Section 801    Company May Consolidate, Etc., Only on Certain Terms..............................42
     Section 802    Successor Substituted.............................................................43

ARTICLE NINE        Supplemental Indentures...........................................................43
     Section 901    Supplemental Indentures Without Consent of Holders................................43
     Section 902    Supplemental Indentures With Consent of Holders...................................44
     Section 903    Execution of Supplemental Indentures..............................................45
</TABLE>



                                       ii
<PAGE>


                                Table of Contents
                                   (continued)
<TABLE>
<CAPTION>

                                                                                                     Page
                                                                                                     ----
<S>                 <C>                                                                              <C>
     Section 904    Effect of Supplemental Indentures.................................................45
     Section 905    Conformity with Trust Indenture Act...............................................45
     Section 906    Reference in Securities to Supplemental Indentures................................45

ARTICLE TEN         Covenants.........................................................................45
     Section 1001   Payment of Principal, Premium and Interest........................................45
     Section 1002   Maintenance of Office or Agency...................................................45
     Section 1003   Money for Securities Payments to Be Held in Trust.................................46
     Section 1004   Statement by Officers as to Default...............................................47
     Section 1005   Existence.........................................................................47
     Section 1006   Maintenance of Properties.........................................................47
     Section 1007   Payment of Taxes and Other Claims.................................................47
     Section 1008   Maintenance of Insurance..........................................................48
     Section 1009   Waiver of Certain Covenants.......................................................48

ARTICLE ELEVEN      Redemption of Securities..........................................................48
     Section 1101   Applicability of Article..........................................................48
     Section 1102   Election to Redeem; Notice to Trustee.............................................48
     Section 1103   Selection by Trustee of Securities to Be Redeemed.................................49
     Section 1104   Notice of Redemption..............................................................49
     Section 1105   Deposit of Redemption Price.......................................................50
     Section 1106   Securities Payable on Redemption Date.............................................50
     Section 1107   Securities Redeemed in Part.......................................................50

ARTICLE TWELVE      Sinking Funds.....................................................................51
     Section 1201   Applicability of Article..........................................................51
     Section 1202   Satisfaction of Sinking Fund Payments with Securities.............................51
     Section 1203   Redemption of Securities for Sinking Fund.........................................51

ARTICLE THIRTEEN    Defeasance and Covenant Defeasance................................................52
     Section 1301   Company's Option to Effect Defeasance or Covenant Defeasance......................52
     Section 1302   Defeasance and Discharge..........................................................52
     Section 1303   Covenant Defeasance...............................................................52
     Section 1304   Conditions to Defeasance or Covenant Defeasance...................................53
     Section  1305  Deposited Money and U.S. Government Obligations to Be Held in Trust;
                    Miscellaneous Provisions..........................................................54
     Section 1306   Reinstatement.....................................................................55

ARTICLE FOURTEEN    Subordination of Securities.......................................................55
     Section 1401   Securities Subordinate to Senior Debt.............................................55
     Section 1402   Payment Over of Proceeds Upon Dissolution, Etc....................................55
     Section 1403   No Payment When Senior Debt in Default............................................56
     Section 1404   Payment Permitted If No Default...................................................57
     Section 1405   Subrogation to Rights of Holders of Senior Debt...................................58

</TABLE>



                                      iii
<PAGE>





                                Table of Contents
                                   (continued)

<TABLE>
<CAPTION>

                                                                                                     Page
                                                                                                     ----
<S>                 <C>                                                                              <C>
     Section 1406   Provisions Solely to Define Relative Rights.......................................58
     Section 1407   Trustee to Effectuate Subordination...............................................58
     Section 1408   No Waiver of Subordination Provisions.............................................58
     Section 1409   Notice to Trustee.................................................................59
     Section 1410   Reliance on Judicial Order or Certificate of Liquidating Agent....................59
     Section 1411   Trustee Not Fiduciary for Holders of Senior Debt..................................60
     Section 1412   Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights......60
     Section 1413   Article Applicable to Paying Agents...............................................60
     Section 1414   Defeasance of this Article Fourteen...............................................60

</TABLE>



                                       iv
<PAGE>



Certain Sections of this Indenture relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939:

Trust Indenture Act Section
Indenture Section

ss.310(a)(1)................................................................609
  (a)(2)....................................................................609
   (a)(3)........................................................Not Applicable
   (a)(4)........................................................Not Applicable
   (b)......................................................................608
ss.311(a)...................................................................613
   (b)......................................................................613
ss.312(a)...................................................................701
   (b)......................................................................702
   (c)......................................................................702
ss.313(a)...................................................................703
   (b)......................................................................703
   (c)......................................................................703
   (d)......................................................................703
ss.314(a)...................................................................704
   (a)(4)...................................................................101
   (b)...........................................................Not Applicable
   (c)(1)...................................................................102
   (c)(2)...................................................................102
   (c)(3)........................................................Not Applicable
   (d)...........................................................Not Applicable
   (e)......................................................................102
ss.315(a)...................................................................601
   (b)......................................................................602
   (c)......................................................................601
   (d)......................................................................601
   (e)......................................................................514
ss.316(a)...................................................................101
   (a)(1)(A)................................................................502
   (a)(1)(B)................................................................513
   (a)(2)........................................................Not Applicable
   (b)......................................................................508
   (c)......................................................................104
ss.317(a)(1)................................................................503
   (a)(2)...................................................................504
   (b)......................................................................508
   (c)......................................................................104
ss.317(a)(1)................................................................503
  (a)(2)....................................................................504
   (b).....................................................................1003
ss.318(a)...................................................................107

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

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


                                       v
<PAGE>
         INDENTURE, dated as of __________________, 2002 between Correctional
Properties Trust, a real estate investment trust duly organized and existing
under the laws of the State of Maryland (herein called the "Company"), having
its principal office at 3300 PGA Boulevard, Suite 750, Palm Beach Gardens,
Florida 33486, and __________________, a __________________ duly organized and
existing under the laws of __________, as Trustee (herein 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 notes or other
evidences of indebtedness (herein 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 thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                   ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 101 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 have the meanings assigned to
         them in this Article and include the plural as well as the singular;

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

         (c) all accounting terms not otherwise defined herein have the meanings
         assigned to them in accordance with generally accepted accounting
         principles, and, except as otherwise herein expressly provided, the
         term "generally accepted accounting principles" with respect to any
         computation required or permitted hereunder shall mean such accounting
         principles as are generally accepted at the Issue Date;

         (d) unless otherwise specifically set forth herein, all calculations or
         determinations of a Person shall be performed or made on a consolidated
         basis in accordance with generally accepted accounting principles;

         (e) unless the context otherwise requires, any reference to an
         "Article" or a "Section" refers to an Article or a Section, as the case
         may be, of this Indenture; and




                                       1
<PAGE>

         (f) the words "herein", "hereof" and "hereunder" and other words of
         similar import refer to this Indenture as a whole and not to any
         particular Article, Section or other subdivision.

         Certain terms, used principally in Article 14, are defined in that
         Article.

         "Act", when used with respect to any Holder, has the meaning specified
         in Section 104.

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

         "Authenticating Agent" means any Person authorized by the Trustee
         pursuant to Section 614 to act on behalf of the Trustee to authenticate
         Securities of one or more series.

         "Bankruptcy Code" means Title 11, United States Bankruptcy Code of
         1978, as amended, or any similar United States federal or state law
         relating to bankruptcy, insolvency, receivership, winding-up,
         liquidation, reorganization or relief of debtors or any amendment to,
         succession to or change in any such law.

         "Blockage Period" has the meaning specified in Section 1203.

         "Board of Directors" means either the board of directors of the Company
         or any duly authorized committee of that board.

         "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 executive order to close.

         "Capital Lease Obligation" means, at any time any determination thereof
         is to be made, the amount of the liability in respect of a capital
         lease that would at such time be required to be capitalized on the
         balance sheet in accordance with GAAP.

         "Capital Stock" means (i) in the case of a corporation, capital stock,
         (ii) in the case of any association or business entity, any and all
         shares, interests, participations, rights or other equivalents (however
         designated) or capital stock and (iii) in the case of a partnership,
         partnership interests (whether general or limited) and any other
         interest or participation that confers on a Person the right to receive
         a share of the profits and losses of, or distributions of assets of,
         such partnership.

         "Cash Equivalents" means (i) United States dollars, (ii) securities
         issued or directly and



                                       2
<PAGE>

         fully guaranteed or insured by the United States government or any
         agency or instrumentality thereof having maturities of less than one
         year from the date of acquisition, (iii) certificates of deposit and
         eurodollar time deposits with maturities of less than one year from the
         date of acquisition, bankers' acceptances with maturities of less than
         one year and overnight bank deposits, in each case with any lender
         party to the Credit Agreement or with any domestic commercial bank
         having capital and surplus in excess of $500,000,000 and a Keefe Bank
         Watch Rating of "B" or better, (iv) repurchase obligations with a term
         of not more than seven days for underlying securities of the types
         described in clauses (ii) and (iii) entered into with any financial
         institution meeting the qualifications specified in clause (iii) above
         and (v) commercial paper having the highest rating obtainable from
         Moody's Investors Service, Inc. or Standard & Poor's Ratings Services,
         a division of the McGraw-Hill Companies, Inc., and in each case
         maturing within nine months after the date of acquisition.

         "Change of Control" means the occurrence of any of the following:

                  (i)      the sale, lease or transfer, in one or a series of
                           related transactions, of all or substantially all of
                           the Company's assets to any Person or group (as such
                           term is used in Section 13(d)(3) of the Exchange
                           Act);

                  (ii)     the adoption of a plan relating to the liquidation or
                           dissolution of the Company;

                  (iii)    the acquisition, directly or indirectly, by any
                           Person or group (as such term is used in Section
                           13(d)(3) of the Exchange Act) of 50% or more of the
                           voting power of the voting stock of the Company by
                           way of merger or consolidation or otherwise; or

                  (iv)     the Continuing Directors cease for any reason to
                           constitute a majority of the directors of the Company
                           then in office.

         For purposes of this definition, any transfer of an Equity Interest of
         an entity that was formed for the purpose of acquiring voting stock of
         the Company shall be deemed to be a transfer of such portion of such
         voting stock as corresponds to the portion of the equity of such entity
         that has been so transferred.

         "Commission" means the Securities and Exchange Commission, from time to
         time constituted, created under the Exchange Act, or, if at any time
         after the execution of 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 Stock" of any Person means Capital Stock of such Person that
         does not rank prior, as to the payment of dividends or as to the
         distribution of assets upon any voluntary or involuntary liquidation,
         dissolution or winding up of such Person, to shares of Capital Stock of
         any other class of such Person.

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

         "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
         Chief Executive Officer, its Chief Operating Officer, its Chief
         Financial Officer, its President, and, without duplication, by its
         Treasurer, an Assistant Treasurer, its Secretary or an Assistant
         Secretary, and delivered to the Trustee.



                                       3
<PAGE>

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

         "Corporation" means a corporation, association, company, joint-stock
         company, real estate investment trust or business trust.

         "Covenant Defeasance" has the meaning specified in Section 1303.

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

         "Defaulted Interest" has the meaning specified in Section 307.

         "Defeasance" has the meaning specified in Section 1302.

         "Depositary" means, with respect to Securities of any series issuable
         in whole or in part in the form of one or more Global Securities, a
         clearing agency registered under the Exchange Act that is designated to
         act as Depositary for such Securities as contemplated by Section 301.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
         the terms of any security into which it is convertible or for which it
         is exchangeable), or upon the happening of any event, matures or is
         mandatorily redeemable, pursuant to a sinking fund obligation or
         otherwise, or is redeemable at the option of the holder thereof (other
         than upon a Change of Control of the Company in circumstances where the
         holders of the Securities would have similar rights), in whole or in
         part on or prior to one year after the Stated Maturity of the
         Securities. The amount of Disqualified Stock shall be the greater of
         the liquidation preference or mandatory or optional redemption price
         thereof.

         "Equity Interests" means Capital Stock and all warrants, options or
         other rights to acquire Capital Stock (including any Indebtedness or
         Disqualified Stock that is convertible into, or exchangeable for,
         Capital Stock).

         "Event of Default" has the meaning specified in Section 501.

         "Exchange Act" means the Securities Exchange Act of 1934 and any
         statute successor thereto, in each case as amended from time to time.

         "Expiration Date" has the meaning specified in Section 104.

         "GAAP" means generally accepted accounting principles set forth in the
         opinions and pronouncements of the Accounting Principles Board of the
         American Institute of Certified Public Accountants and statements and
         pronouncements of the Financial Accounting Standards Board, or in such
         other statements by such other entity as have been approved by a
         significant segment of the accounting profession, which are in effect
         on the Issue Date.



                                       4
<PAGE>

         "Global Security" means a Security that evidences all or part of the
         Securities of any series and bears the legend set forth in Section 204
         (or such legend as may be specified as contemplated by Section 301 for
         such Securities).

         "Guarantee" means a guarantee (other than by endorsement of negotiable
         instruments for collection or deposit in the ordinary course of
         business), direct or indirect, in any manner (including, without
         limitation, letters of credit and reimbursement agreements in respect
         thereof), of all or any part of any Indebtedness.

         "Hedging Obligations" means, with respect to any Person, the
         Obligations of such Person under (i) interest rate swap agreements,
         interest rate cap agreements and interest rate collar agreements, and
         (ii) other agreements or arrangements designed to protect such Person
         against fluctuations in interest rates.

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

         "Immediate Family Member" means, with respect to any individual, such
         individual's spouse (past or current), descendants (natural or
         adoptive, of the whole or half blood) of the parents of such
         individual, such individual's grandparents and parents (natural or
         adoptive), and the grandparents, parents and descendants of parents
         (natural or adoptive, of the whole or half blood) of such individual's
         spouse (past or current).

         "Incur" means, with respect to any obligation of any Person, to create,
         issue, incur, assume or directly or indirectly guarantee or in any
         other manner become directly or indirectly liable for any Indebtedness
         (and "incurrence", "incurred", "incurable" and "incurring" shall have
         meanings correlative to the foregoing).

         "Indebtedness" means, with respect to any Person, whether or not
         contingent, (i) all indebtedness of such Person for borrowed money or
         for the deferred purchase price of property or services (other than
         current trade liabilities incurred in the ordinary course of business
         and payable in accordance with customary practices) or which is
         evidenced by a note, bond, debenture or similar instrument, (ii) all
         Capital Lease Obligations of such Person, (iii) all obligations of such
         Person in respect of letters of credit or bankers' acceptances issued
         or created for the account of such Person, (iv) all Hedging Obligations
         of such Person, (v) all liabilities secured by any Lien on any property
         owned by such Person even if such Person has not assumed or otherwise
         become liable for the payment thereof to the extent of the value of the
         property subject to such Lien, and (vi) to the extent not otherwise
         included, any guarantee by such person of any other Person's
         indebtedness or other obligations described in clauses (i) through (v)
         above.

         "Indenture" means this instrument as originally executed and 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
         hereof, including, for all purposes of this instrument and any such
         supplemental indenture, the provisions of the Trust Indenture Act that
         are deemed to be a part of and govern this instrument and any such
         supplemental indenture, respectively. The term "Indenture" shall also
         include the terms of particular series of Securities established as
         contemplated by Section 301.

         "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.



                                       5
<PAGE>

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

         "Investment Company Act" means the Investment Company Act of 1940 and
         any statute successor thereto, in each case as amended from time to
         time.

         "Issue Date" means the date of initial issuance of the Securities
         pursuant to this Indenture.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
         charge, security interest or encumbrance of any kind in respect of such
         asset, whether or not filed, recorded or otherwise perfected under
         applicable law (including any conditional sale or other title retention
         agreement, any lease in the nature thereof, any option or other
         agreement to sell or give a security interest in any asset and any
         filing of, or agreement to give, any financing statement under the
         "Uniform Commercial Code" (or equivalent statutes) of any
         jurisdiction).

         "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 therein or herein provided, whether at the
         Stated Maturity or by declaration of acceleration, call for redemption
         or otherwise.

         "Notice of Default" means a written notice of the kind specified in
         Section 501(4) or 501(5).

         "Officers' Certificate" means a certificate signed by the Chairman of
         the Board, the Chief Executive Officer, the Chief Operating Officer,
         the Chief Financial Officer, the President, and, without duplication,
         by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
         Secretary, of the Company, and delivered to the Trustee.

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

         "Original Issue Discount Security" means any Security which provides
         for an amount less than the principal amount thereof to be due and
         payable upon a declaration of acceleration of the Maturity thereof
         pursuant to Section 502.

         "Outstanding", when used with respect to Securities, means, as of the
         date of determination, all 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 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;



                                       6
<PAGE>

                  (iii)    Securities as to which Defeasance has been effected
                           pursuant to Section 1302; and (iv) Securities which
                           have been paid pursuant to Section 306 or in exchange
                           for or in lieu of which other

                  (iv)     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;

         provided, however, that in determining whether the Holders of the
         requisite principal amount of the Outstanding Securities have given,
         made or taken any request, demand, authorization, direction, notice,
         consent, waiver or other action hereunder as of any date, (A) the
         principal amount of an Original Issue Discount Security which shall be
         deemed to be Outstanding shall be the amount of the principal thereof
         which would be due and payable as of such date upon acceleration of the
         Maturity thereof to such date pursuant to Section 502, (B) if, as of
         such date, the principal amount payable at the Stated Maturity of a
         Security is not determinable, the principal amount of such Security
         which shall be deemed to be Outstanding shall be the amount as
         specified or determined as contemplated by Section 301, (C) the
         principal amount of a Security denominated in one or more foreign
         currencies or currency units which shall be deemed to be Outstanding
         shall be the U.S. dollar equivalent, determined as of such date in the
         manner provided as contemplated by Section 301, of the principal amount
         of such Security (or, in the case of a Security described in Clause (A)
         or (B) above, of the amount determined as provided in such Clause), and
         (D) 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, waiver
         or other action, only Securities which the Trustee knows to be so owned
         shall be so disregarded. Securities so owned which have been pledged in
         good faith may be regarded as Outstanding if the pledgee establishes to
         the satisfaction of the Trustee the pledgee's right so to act with
         respect to such Securities and that the pledgee is not the Company or
         any other obligor upon the Securities or any Affiliate of the Company
         or of such other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
         principal of or any premium or interest on any Securities on behalf of
         the Company.

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

         "Place of Payment", when used with respect to the Securities of any
         series, means the place or places where the principal of and any
         premium and interest on the Securities of that series are payable as
         specified as contemplated by Section 301.

         "Predecessor Security" of any particular Security means every previous
         Security evidencing all or a portion of the same debt as that evidenced
         by such particular Security; and, for the purposes of this definition,
         any Security authenticated and delivered under Section 306 in exchange
         for or in lieu of a mutilated, destroyed, lost or stolen Security shall
         be deemed to evidence the same debt as the mutilated, destroyed, lost
         or stolen Security.




                                       7
<PAGE>

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

         "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 301.

         "Responsible Officer", when used with respect to the Trustee, means the
         chairman or any vice-chairman of the board of directors, the chairman
         or any vice-chairman of the executive committee of the board of
         directors, the chairman of the trust committee, the president, any vice
         president, the secretary, any assistant secretary, the treasurer, any
         assistant treasurer, the cashier, any assistant cashier, any trust
         officer or assistant trust officer, the controller or any assistant
         controller or any other officer of the Trustee customarily performing
         functions similar to those performed by any of the above designated
         officers 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.

         "Restricted Subsidiary" means a Subsidiary of the Company other than an
         Unrestricted Subsidiary.

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

         "Securities Act" means the Securities Act of 1933 and any statute
         successor thereto, in each case as amended from time to time.

         "Security Register" and "Security Registrar" have the respective
         meanings specified in Section 305.

         "Senior Bank Debt" means (i) the Indebtedness outstanding under the
         Senior Credit Facility, and (ii) all Obligations incurred by or owing
         to the holders or their agent or representatives of such Indebtedness
         outstanding under the Senior Credit Facility (including, but not
         limited to, all fees and expenses of counsel and all other interest,
         charges, fees and expenses).

         "Senior Debt" means

                  (i)      with respect to the Company, the principal of and
                           interest (including post-petition interest whether or
                           not allowed as a claim) on, and all other amounts
                           owing in respect of, (a) Senior Bank Debt, and (b)
                           any other Indebtedness permitted to be incurred by
                           the Company under the terms of this Indenture
                           (including, but not limited to, reasonable fees and
                           expenses of counsel and all other charges, fees and




                                        8


<PAGE>
                           expenses incurred in connection with such
                           Indebtedness), unless the instrument creating or
                           evidencing such Indebtedness or pursuant to which
                           such Indebtedness is outstanding expressly provides
                           that such Indebtedness is on a parity with or
                           subordinated in right of payment to the Securities;
                           and

                  (ii)     with respect to any Subsidiary Guarantor, the
                           principal of and interest (including post-petition
                           interest whether or not allowed as a claim) on, and
                           all other amounts owing in respect of, (a) Senior
                           Bank Debt and (b) any other Indebtedness permitted to
                           be incurred by such Subsidiary Guarantor under the
                           terms of this Indenture (including, but not limited
                           to, reasonable fees and expenses of counsel and all
                           other charges, fees and expenses incurred in
                           connection with such Indebtedness), unless the
                           instrument creating or evidencing such Indebtedness
                           or pursuant to which such Indebtedness is outstanding
                           expressly provides that such Indebtedness is on a
                           parity with or subordinated in right of payment to
                           the Subsidiary Guarantee of such Subsidiary
                           Guarantor.

         Notwithstanding the foregoing, Senior Debt shall not include (v) any
         Indebtedness that is represented by Disqualified Stock, (w) any
         liability for federal, state, local, or other taxes, (x) any
         Indebtedness among or between the Company, any Restricted Subsidiary or
         any of their Affiliates, (y) any trade payables and any Indebtedness to
         trade creditors (other than amounts accrued thereon) incurred for the
         purchase of goods or materials, or for services obtained, in the
         ordinary course of business or any Obligations to trade creditors in
         respect of any such Indebtedness, or (z) any Indebtedness (other than
         Senior Bank Debt) that is incurred in violation of this Indenture.

         "Special Record Date" for the payment of any Defaulted Interest means a
         date fixed by the Trustee pursuant to Section 307.

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

         "Subsidiary" means a corporation more than 50% of the outstanding
         voting stock of which is owned, directly or indirectly, by the Company
         or by one or more other Subsidiaries, or by the Company and one or more
         other Subsidiaries. For the purposes of this definition, "voting stock"
         means stock which ordinarily has voting power for the election of
         directors, whether at all times or only so long as no senior class of
         stock has such voting power by reason of any contingency.

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

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



                                       9
<PAGE>

         extent required by any such amendment, the Trust Indenture Act of 1939
         as so amended.

         "Unrestricted Subsidiary" means (i), (ii), (iii), and (iv) any
         Subsidiary of the Company that at the time of determination shall be an
         Unrestricted Subsidiary (as designated by the Board of Directors of the
         Company, as provided below) and (iii) any Subsidiary of an Unrestricted
         Subsidiary. The Board of Directors of the Company may designate any
         Subsidiary of the Company (including any newly acquired or newly formed
         Subsidiary) to be an Unrestricted Subsidiary if all of the following
         conditions apply: (a) neither the Company nor any of its Restricted
         Subsidiaries provides credit support for any Indebtedness of such
         Subsidiary (including any undertaking, agreement or instrument
         evidencing such Indebtedness), (b) such Subsidiary is not liable,
         directly or indirectly, with respect to any Indebtedness other than
         Unrestricted Subsidiary Indebtedness, (c) such Unrestricted Subsidiary
         is not a party to any agreement, contract, arrangement or understanding
         at such time with the Company or any Restricted Subsidiary of the
         Company unless the terms of any such agreement, contract, arrangement
         or understanding are no less favorable to the Company or such
         Restricted Subsidiary than those that might be obtained at the time
         from Persons who are not Affiliates of the Company (the "Third Party
         Value") or, in the event such condition is not satisfied, an amount
         equal to the value of the portion of such agreement, contract,
         arrangement or understanding to such Subsidiary in excess of the Third
         Party Value shall be deemed a Restricted Payment, and (d) such
         Unrestricted Subsidiary does not own any Capital Stock of any
         Subsidiary of the Company that has not theretofore been or is not
         simultaneously being designated an Unrestricted Subsidiary. Any such
         designation by the Board of Directors of the Company shall be evidenced
         to the Trustee by filing with the Trustee a board resolution giving
         effect to such designation and an Officers' Certificate certifying that
         such designation complies with the foregoing conditions. The Board of
         Directors of the Company may designate any Unrestricted Subsidiary as a
         Restricted Subsidiary.

         "U.S. Government Obligation" has the meaning specified in Section 1304.

              "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 102 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, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) shall include:

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

         (2)      a brief statement as to the nature and scope of the
                  examination or investigation upon which the statements or
                  opinions contained in such certificate or opinion are based;

         (3)      a statement that, in the opinion of each such individual, he
                  has made such



                                       10
<PAGE>

                  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

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

         SECTION 103 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 of the Company 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 104 ACTS OF HOLDERS; RECORD DATES.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made 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 agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

         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 thereof. 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.



                                       11
<PAGE>

         The ownership of Securities shall be proved by the Security Register.

         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 thereof or in exchange therefor or in lieu thereof 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.

         The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section 502, (iii)
any request to institute proceedings referred to in Section 507(2) or (iv) any
direction referred to in Section 512. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series on such
record date, and no other Holders, shall be entitled to take the relevant
action, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.

         With respect to any record date set pursuant to this Section, the
Company may designate any day as the "Expiration Date" and from time to time may
change the Expiration Date to any earlier or later day; provided that no such
change shall be effective unless notice of the proposed new Expiration Date is
given to the Trustee in writing, and to each Holder of Securities of the
relevant series in the manner set forth in Section 106, on or prior to the
existing Expiration Date. If an Expiration Date is not designated with respect
to any record date set pursuant to this Section, the Company shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph.

         Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

         SECTION 105 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:



                                       12
<PAGE>

         (1)      the Trustee by any Holder or by the Company shall be
                  sufficient for every purpose hereunder if made, given,
                  furnished or filed in writing to or with the Trustee at its
                  Corporate Trust Office, Attention: _________; or

         (2)      the Company by the Trustee or by any Holder shall be
                  sufficient for every purpose hereunder (unless otherwise
                  herein 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 instrument or at any other address
                  previously furnished in writing to the Trustee by the Company.

         SECTION 106 NOTICE TO HOLDERS; WAIVER.

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

         In case by reason of the suspension of 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 hereunder.

         SECTION 107 CONFLICT WITH TRUST INDENTURE ACT.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

         SECTION 108 EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

         SECTION 109 SUCCESSORS AND ASSIGNS.

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




                                       13
<PAGE>

         SECTION 110 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 111 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
hereunder, the holders of Senior Debt and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

         SECTION 112 GOVERNING LAW.

         This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York.

         SECTION 113 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
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) 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 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.

                                   ARTICLE TWO

SECURITY FORMS

         SECTION 201 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 Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. 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 303 for the authentication and delivery of such
Securities.

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




                                       14
<PAGE>

         SECTION 202 FORM OF FACE OF SECURITY.

         [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

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

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

No. _______                             $ ______

         Correctional Properties Trust, a real estate investment trust duly
organized and existing under the laws of Maryland (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ____________, or
registered assigns, the principal sum of ___________________ Dollars 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 on ________ and _______ in each year, commencing ______, at
the rate of ____% per annum, until the principal hereof is paid or made
available for payment, provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
_____% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand. 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 this 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 ____ or _____ (whether or not a Business Day), as the case may be, 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 and any overdue premium shall bear interest at the rate of ___% per
annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment. Interest on any overdue principal or premium shall be
payable on demand. Any such interest on overdue principal or premium which is
not paid on demand shall bear interest at the rate of ___% per annum (to the
extent that the payment of such interest on interest shall be legally
enforceable), from the date of such demand until the amount so demanded is paid
or made available for payment. Interest on any overdue interest shall be payable
on demand.]

         Payment of the principal of (and premium, if any) and any such interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in _____________, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; 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.



                                       15
<PAGE>

         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.

Dated: ____________                    Correctional Properties Trust


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

Attest:

-----------------------------
Title:

         SECTION 203 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 _____________ (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and _______________, as Trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee, the holders of Senior Debt 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 [if
applicable, insert-- limited in aggregate principal amount to $________].

          [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 days' notice by 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 [if
applicable, insert-- 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 [if applicable, insert-- 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 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,




                                       16
<PAGE>

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 days' notice by 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 [if
applicable, insert-- 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 the 12-month period
beginning __________ of the years indicated,


          Redemption Price for Redemption     Redemption Otherwise Than Through
          Through Operation of the Sinking    Operation of the Sinking Fund
Year      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 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 -- Notwithstanding the foregoing, the Company
may not, prior to __________,redeem any Securities of this series as
contemplated by [if applicable, insert -- 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.]

         [If applicable, insert -- The sinking fund for this series provides for
the redemption on _________ in each year beginning with the year ______ and
ending with the year ____ of [if applicable, insert -- 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 otherwise than through [if applicable, insert -- mandatory] sinking
fund payments may be credited against subsequent [if applicable, insert --
mandatory] sinking fund payments otherwise required to be made [if applicable,
insert -- , in the inverse order in which they become due.]

         [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

         The indebtedness evidenced by this Security is, to the extent set forth
in the Indenture, subordinate and subject in right of payment to the prior
payment in full in cash or Cash Equivalents of all Senior Debt, and this
Security is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of this Security, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on his
behalf to take



                                       17
<PAGE>

such action as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.

          [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

         [If the Security is not an Original Issue Discount Security, insert --
If an 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 to -- 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, premium and 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 premium and interest, if any, on the Securities of this series
shall terminate.]

         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 66 2/3% 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 specified percentages 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 be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange therefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.



                                       18
<PAGE>

         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 any premium 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 where the principal of and any
premium 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 and of like tenor, of authorized denominations and for the same
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 $_________ and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor 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.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         SECTION 204 FORM OF LEGEND FOR GLOBAL SECURITIES.

         Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

         This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in

     whole or in part may be registered, in the name of any Person other than
such Depositary or a nominee thereof, except in the limited circumstances
described in the Indenture.

         SECTION 205 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

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




                                       19
<PAGE>

                          ---------------------------,
                                   As Trustee

                      By:
                          ---------------------------
                               Authorized Officer

                                  ARTICLE THREE

                                 THE SECURITIES

         SECTION 301 AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series;

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

         (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 Section 304, 305, 306, 906 or 1107 and
                  except for any Securities which, pursuant to Section 303, are
                  deemed never to have been authenticated and delivered
                  hereunder);

         (c)      the Person to whom any interest on a Security of the series
                  shall be payable, if other than 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;

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

         (e)      the rate or rates at which any Securities of the series shall
                  bear interest, if any, the date or dates from which any such
                  interest shall accrue, the Interest Payment Dates on which any
                  such interest shall be payable and the Regular Record Date for
                  any such interest payable on any Interest Payment Date;

         (f)      the place or places where the principal of and any premium and
                  interest on any Securities of the series shall be payable;

         (g)      the period or periods within which, the price or prices at
                  which and the terms and conditions upon which any Securities
                  of the series may be redeemed, in whole or in part, at the
                  option of the Company and, if other than by a Board
                  Resolution, the manner in which any election by the Company to
                  redeem the Securities shall be evidenced;

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

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



                                       20
<PAGE>

         (j)      if the amount of principal of or any premium or interest on
                  any Securities of the series may be determined with reference
                  to an index or pursuant to a formula, the manner in which such
                  amounts shall be determined;

         (k)      if other than the currency of the United States of America,
                  the currency, currencies or currency units in which the
                  principal of or any premium or interest on any Securities of
                  the series shall be payable and the manner of determining the
                  equivalent thereof in the currency of the United States of
                  America for any purpose, including for purposes of the
                  definition of "Outstanding" in Section 101;

         (l)      if the principal of or any premium or interest on any
                  Securities of the series is to be payable, at the election of
                  the Company or the Holder thereof, in one or more currencies
                  or currency units other than that or those in which such
                  Securities are stated to be payable, the currency, currencies
                  or currency units in which the principal of or any premium or
                  interest on such Securities as to which such election is made
                  shall be payable, the periods within which and the terms and
                  conditions upon which such election is to be made and the
                  amount so payable (or the manner in which such amount shall be
                  determined);

         (m)      if other than the entire principal amount thereof, the portion
                  of the principal amount of any Securities of the series which
                  shall be payable upon declaration of acceleration of the
                  Maturity thereof pursuant to Section 502;

         (n)      if the principal amount payable at the Stated Maturity of any
                  Securities of the series will not be determinable as of any
                  one or more dates prior to the Stated Maturity, the amount
                  which shall be deemed to be the principal amount of such
                  Securities as of any such date for any purpose thereunder or
                  hereunder, including the principal amount thereof which shall
                  be due and payable upon any Maturity other than the Stated
                  Maturity or which shall be deemed to be Outstanding as of any
                  date prior to the Stated Maturity (or, in any such case, the
                  manner in which such amount deemed to be the principal amount
                  shall be determined);

         (o)      if applicable, that the Securities of the series, in whole or
                  any specified part, shall be defeasible pursuant to Section
                  1302 or Section 1303 or both such Sections and, if other than
                  by a Board Resolution, the manner in which any election by the
                  Company to defease such Securities shall be evidenced;

         (p)      if applicable, that any Securities of the series shall be
                  issuable in whole or in part in the form of one or more Global
                  Securities and, in such case, the respective Depositaries for
                  such Global Securities, the form of any legend or legends
                  which shall be borne by any such Global Security in addition
                  to or in lieu of that set forth in Section 204 and any
                  circumstances in addition to or in lieu of those set forth in
                  Clause (2) of the last paragraph of Section 305 in which any
                  such Global Security may be exchanged in whole or in part for
                  Securities registered, and any transfer of such Global
                  Security in whole or in part may be registered, in the name or
                  names of Persons other than the Depositary for such Global
                  Security or a nominee thereof;

         (q)      any addition to or change in the Events of Default which
                  applies to any Securities of the series and any change in the
                  right of the Trustee or the requisite Holders of such
                  Securities to declare the principal amount thereof due and
                  payable pursuant to Section 502;

         (r)      any addition to or change in the covenants set forth in
                  Article Ten which applies to Securities of the series;

         (s)      if applicable, that the Securities of the series are
                  convertible into or exchangeable for Common Stock or other
                  securities of the Company, the period or periods within which,
                  the price or prices at which and the terms and conditions upon
                  which, and the limitations and restrictions, if any, upon
                  which, any Securities of the series shall be convertible or
                  exchangeable, in whole or in part, into Common Stock or other
                  securities of the Company; and



                                       21
<PAGE>

         (t)      any other terms of the series (which terms shall not be
                  inconsistent with the provisions of this Indenture, except as
                  permitted by Section 901(5)).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
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 Officers'
Certificate setting forth the terms of the series.

         The Securities shall be subordinated in right of payment to Senior Debt
as provided in Article Fourteen.

         SECTION 302 DENOMINATIONS.

         The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
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 thereof.

         SECTION 303 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         The Securities shall be executed on behalf of the Company by its
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.

         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 deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) 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 201, 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



                                       22
<PAGE>

                  Resolution as permitted by Section 301, that such terms have
                  been established in conformity with the provisions of this
                  Indenture; and

         (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, subject to
                  bankruptcy, insolvency, fraudulent transfer, reorganization,
                  moratorium and similar laws of general applicability relating
                  to or affecting creditors' rights and to general equity
                  principles.

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.

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
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.

         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 herein
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 hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

         SECTION 304 TEMPORARY SECURITIES.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, 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.

         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 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 deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like



                                       23
<PAGE>

tenor and aggregate principal amount. 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 and tenor.

         SECTION 305 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 herein 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 transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

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

         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
like tenor and aggregate principal amount, 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 deliver, the Securities which the Holder making the exchange is
entitled to receive.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations 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 thereof or his attorney duly authorized in writing.

         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 304, 906 or 1107 not involving any transfer.

     If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (a) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, or (b) 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.

         The provisions of clauses (a), (b), (c) and (d) below shall apply only
to Global Securities:



                                       24
<PAGE>

         (a)      Each Global Security authenticated under this Indenture shall
                  be registered in the name of the Depositary designated for
                  such Global Security or a nominee thereof and delivered to
                  such Depositary or a nominee thereof or custodian therefor,
                  and each such Global Security shall constitute a single
                  Security for all purposes of this Indenture.

         (b)      Notwithstanding any other provision in this Indenture, no
                  Global Security may be exchanged in whole or in part for
                  Securities registered, and no transfer of a Global Security in
                  whole or in part may be registered, in the name of any Person
                  other than the Depositary for such Global Security or a
                  nominee thereof unless (i) such Depositary (A) has notified
                  the Company that it is unwilling or unable to continue as
                  Depositary for such Global Security or (B) has ceased to be a
                  clearing agency registered under the Exchange Act, (ii) there
                  shall have occurred and be continuing an Event of Default with
                  respect to such Global Security or (iii) there shall exist
                  such circumstances, if any, in addition to or in lieu of the
                  foregoing as have been specified for this purpose as
                  contemplated by Section 301.

         (c)      Subject to Clause (2) above, any exchange of a Global Security
                  for other Securities may be made in whole or in part, and all
                  Securities issued in exchange for a Global Security or any
                  portion thereof shall be registered in such names as the
                  Depositary for such Global Security shall direct.

         (d)      Every Security authenticated and delivered upon registration
                  of transfer of, or in exchange for or in lieu of, a Global
                  Security or any portion thereof, whether pursuant to this
                  Section, Section 304, 306, 906 or 1107 or otherwise, shall be
                  authenticated and delivered in the form of, and shall be, a
                  Global Security, unless such Security is registered in the
                  name of a Person other than the Depositary for such Global
                  Security or a nominee thereof.

         SECTION 306 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 (a) evidence
to their satisfaction of the destruction, loss or theft of any Security and (b)
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 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, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the



                                       25
<PAGE>

Company, whether or not the destroyed, lost or stolen Security shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series duly issued hereunder.

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

         SECTION 307 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

         Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid 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.

         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 (herein
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 Clause provided. 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 10 days
                  prior to the date of the proposed payment and not less than 10
                  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 given to each Holder of Securities of such
                  series in the manner set forth in Section 106, not less than
                  10 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



                                       26
<PAGE>

                  Trustee of the proposed payment pursuant to this Clause, such
                  manner of payment shall be deemed practicable by the Trustee.

         Subject to the foregoing provisions of this Section, 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.

         SECTION 308 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 any premium
and (subject to Section 307) any 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.

         SECTION 309 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 hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, 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, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company
Order.

         SECTION 310 COMPUTATION OF INTEREST.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

         SECTION 401 SATISFACTION AND DISCHARGE OF INDENTURE.

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

(a)      either:



                                       27
<PAGE>

         (i)      all Securities theretofore authenticated and delivered (other
                  than (A) Securities which have been destroyed, lost or stolen
                  and which have been replaced or paid as provided in Section
                  306 and (B) 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 1003) 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 (A),
                  (B) or (C) above, has deposited or caused to be deposited with
                  the Trustee as trust funds in trust for the purpose money in
                  an amount sufficient to pay and discharge the entire
                  indebtedness on such Securities not theretofore delivered to
                  the Trustee for cancellation, for principal and any premium
                  and interest to the date of such deposit (in the case of
                  Securities which have become due and payable) or to the Stated
                  Maturity or Redemption Date, as the case may be.

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

         SECTION 402 APPLICATION OF TRUST MONEY.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 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 any premium and
interest for whose payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

         SECTION 501 EVENTS OF DEFAULT.

         "Event of Default", wherever used herein 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 occasioned by the provisions of Article
Fourteen or be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):



                                       28
<PAGE>

(a)      default in the payment of any interest upon any Security of that series
         when it becomes due and payable, and continuance of such default for a
         period of 30 days; or

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

(c)      default in the deposit of any sinking fund payment, when and as due by
         the terms of a Security of that series; or

(d)      default in the performance, or breach, of any covenant or warranty of
         the Company in this Indenture (other than a covenant or warranty a
         default in whose performance or whose breach is elsewhere in this
         Section 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 continuance of such default or breach for a
         period of 60 days after there has been given, by registered or
         certified mail, to the Company by the Trustee or to the Company and the
         Trustee by the Holders of at least 25% in principal amount of the
         Outstanding Securities of that series a written notice specifying such
         default or breach and requiring it to be remedied and stating that such
         notice is a "Notice of Default" hereunder; or

(e)      the entry by a court having jurisdiction in the premises of

         (i)      a decree or order for relief in respect of the Company or any
                  Restricted Subsidiary in an involuntary case or proceeding
                  under any applicable Federal or State bankruptcy, insolvency,
                  reorganization or other similar law; or

         (ii)     a decree or order adjudging the Company or any such Restricted
                  Subsidiary a bankrupt or insolvent, or approving as properly
                  filed a petition seeking reorganization, arrangement,
                  adjustment or composition of or in respect of the Company or
                  any such Restricted Subsidiary under any applicable Federal or
                  State law, or appointing a custodian, receiver, liquidator,
                  assignee, trustee, sequetrator or other similar official of
                  the Company or any such Restricted Subsidiary or of any
                  substantial part of its property, or ordering the winding up
                  or liquidation of its affairs, and the continuance of any such
                  decree or order for relief or any such other decree or order
                  unstayed and in effect for a period of 60 consecutive days; or

(f)      the commencement by the Company or any Restricted Subsidiary of a
         voluntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or of any
         other case or proceeding to be adjudicated a bankrupt or insolvent, or
         the consent by the Company or any such Restricted Subsidiary to the
         entry of a decree or order for relief in respect of the Company or any
         such Restricted Subsidiary in an involuntary case or proceeding under
         any applicable Federal or State bankruptcy, insolvency, reorganization
         or other similar law or to the commencement of any bankruptcy or
         insolvency case or proceeding against the Company or any such
         Restricted Subsidiary, or the filing by the Company or any such
         Restricted Subsidiary of a petition or answer or consent seeking
         reorganization or relief under any applicable Federal or State law, or
         the consent by the Company or any such Restricted Subsidiary to the
         filing of such petition or to the appointment of or taking possession
         by a custodian, receiver, liquidator, assignee, trustee, sequestrator
         or other similar official of the Company or any such Restricted
         Subsidiary or of any substantial part of the property of the Company or
         any such Restricted Subsidiary, or the making by the Company or any
         such Restricted Subsidiary of an



                                       29
<PAGE>

         assignment for the benefit of creditors, or the admission by the
         Company or any such Restricted Subsidiary in writing of its inability
         to pay its debts generally as they become due, or the taking of
         corporate action by the Company or any such Restricted Subsidiary in
         furtherance of any such action; or

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

         SECTION 502 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default (other than an Event of Default specified in
Section 501(6) or 501(7)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in clause (e) or
(f) of Section 501 with respect to Securities of any series at the time
Outstanding occurs, the principal amount of all the Securities of that series
(or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified by
the terms thereof) shall automatically, and without any declaration or other
action on the part of the Trustee or any Holder, become immediately due and
payable.

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

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

         (i)      all overdue interest on all Securities of that series;

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

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

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

(b)      all Events of Default with respect to Securities of that series, other
         than the non-payment of the principal of Securities of that series
         which have become due solely by such declaration of acceleration, have
         been cured or waived as provided in Section 513.

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

     The Trustee shall not be required to act upon an Event of Default unless it
has actual knowledge of such Event of Default.




                                       30
<PAGE>
         SECTION 503 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                     TRUSTEE.

         The Company covenants that if:

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

         (b) default is made in the payment of the principal of (or premium, if
any, on) any Security at the Maturity thereof, 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 any
premium and interest and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal and premium 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 costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

     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 herein, or to enforce any other proper remedy.

         SECTION 504 TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized 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 607.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

         SECTION 505 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                     SECURITIES.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall



                                       31
<PAGE>

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 506 APPLICATION OF MONEY COLLECTED.

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

         FIRST: To the payment of all amounts due the Trustee under Section 607;

         SECOND: To the extent provided in Article Fourteen, to the holders of
Senior Debt of the Company in accordance with Article Fourteen; and

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

         SECTION 507 LIMITATION ON SUITS.

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

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

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

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

(d)      the Trustee for 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 such Holders
         shall have any right in any manner whatever by virtue of, or by
         availing of, any provision of this Indenture to affect, disturb or
         prejudice the rights of any other of such Holders, or to obtain or to
         seek to obtain priority or preference over any other of such Holders or
         to enforce any right under this Indenture, except in the manner herein
         provided and for the equal and ratable benefit of all of such Holders.



                                       32
<PAGE>
         SECTION 508 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 any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

         SECTION 509 RESTORATION OF RIGHTS AND REMEDIES.

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

         SECTION 510 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 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

         SECTION 511 DELAY OR OMISSION NOT WAIVER.

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

         SECTION 512 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; and

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



                                       33
<PAGE>

         SECTION 513 WAIVER OF PAST DEFAULTS.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

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

(b)      in respect of a covenant or provision hereof which under Article Nine
         cannot be modified or amended without the consent of the Holder of each
         Outstanding Security of such series affected. Upon any such waiver,
         such default shall cease to exist, and any Event of Default arising
         therefrom shall be deemed to have been cured, for every purpose of this
         Indenture; but no such waiver shall extend to any subsequent or other
         default or impair any right consequent thereon.

         SECTION 514 UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

         SECTION 515 WAIVER OF USURY, STAY OR EXTENSION 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
or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE SIX

                                   THE TRUSTEE

         SECTION 601 CERTAIN DUTIES AND RESPONSIBILITIES.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

         SECTION 602 NOTICE OF DEFAULTS.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee shall



                                       34
<PAGE>

give the Holders of Securities of such series notice of such default as and to
the extent provided by the Trust Indenture Act; provided, however, that in the
case of any default of the character specified in clause (d) of Section 501 with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of
such series.

         SECTION 603 CERTAIN RIGHTS OF TRUSTEE.

         Subject to the provisions of Section 601:

(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 herein shall be
         sufficiently evidenced by a Company Request or Company Order, and any
         resolution of the Board of Directors shall be sufficiently evidenced by
         a Board Resolution;

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

(d)      the Trustee may consult with counsel and the 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 hereunder in good faith and in reliance thereon;

(e)      the Trustee shall be under no obligation to exercise any of the rights
         or powers vested in it by 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 reasonable security or indemnity
         against the costs, expenses and liabilities which might be incurred by
         it in compliance with such request or direction;

(f)      the Trustee shall not be bound to make any investigation into the facts
         or matters stated in any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document, but the Trustee, in its discretion, may make such
         further inquiry or investigation into such facts or matters as it may
         see fit, and, if the Trustee shall determine to make such further
         inquiry or investigation, it shall be entitled to examine the books,
         records and premises of the Company, personally or by agent or
         attorney; and

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

         SECTION 604 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of



                                       35
<PAGE>

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

         SECTION 605 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
608 and 613, 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 606 MONEY HELD IN TRUST.

         Money held by the Trustee in trust hereunder 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 hereunder except as
otherwise agreed with the Company.

         SECTION 607 COMPENSATION AND REIMBURSEMENT.

The Company agrees

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

         (2)      except as otherwise expressly provided herein, 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

         (3)      to indemnify the Trustee for, and to hold it harmless against,
                  any loss, liability or expense incurred without negligence or
                  bad faith on its part, arising out of or in connection with
                  the acceptance or administration of the trust or trusts
                  hereunder, 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
                  hereunder.

         SECTION 608 CONFLICTING INTERESTS.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series [or a trustee under -- list here any prior
indentures between the Company and the Trustee that have not been satisfied and
discharged and that may be excluded by the proviso to Section 310(b)(1) of the
Trust Indenture Act].



                                       36
<PAGE>

         SECTION 609 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such, and has a combined
capital and surplus of at least $50,000,000 and has its Corporate Trust Office
in the Borough of Manhattan, The City of New York. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person 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
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

         SECTION 610 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

         The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 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.

         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.

         If at any time:

         (1)      the Trustee shall fail to comply with Section 608 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

         (2)      the Trustee shall cease to be eligible under Section 609 and
                  shall fail to resign after written request therefor by the
                  Company or by any such Holder; or

         (3)      the Trustee shall become incapable of acting or shall be
                  adjudged a bankrupt or insolvent or a receiver of the Trustee
                  or of its property shall be appointed or any public officer
                  shall take charge or control of the Trustee or of its property
                  or affairs for the purpose of rehabilitation, conservation or
                  liquidation, then, in any such case, (A) the Company by a
                  Board Resolution may remove the Trustee with respect to all
                  Securities, or (B) subject to Section 514, 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.

         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



                                       37
<PAGE>

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 611. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, 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.

         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 to all Holders
of Securities of such series in the manner provided in Section 106. 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 611 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         In case of the appointment hereunder 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 hereunder.

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (a) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (b)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(c) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate



                                       38
<PAGE>

and apart from any trust or trusts hereunder 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 therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

         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 the
first or second preceding paragraph, as the case may be.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

         SECTION 612 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 hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
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 613 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

         SECTION 614 APPOINTMENT OF AUTHENTICATING AGENT.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under



                                       39
<PAGE>

such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 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, 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, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and 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, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

         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 Officer





                                       40
<PAGE>

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 701 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 January 15 and July 15 in each year, a
         list, in such form as the Trustee may reasonably require, of the names
         and addresses of the Holders of Securities of each series as of the
         preceding December 31 or June 30, 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;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

         SECTION 702 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

         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 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

         The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

         Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

         SECTION 703 REPORTS BY TRUSTEE.

         The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

         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.




                                       41
<PAGE>

         SECTION 704 REPORTS BY COMPANY.

         The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 801 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

(a)      in case the Company shall consolidate with or merge into another Person
         or convey, transfer or lease its properties and assets substantially as
         an entirety to any Person, the Person formed by such consolidation or
         into which the Company is merged or the Person which acquires by
         conveyance or transfer, or which leases, the properties and assets of
         the Company substantially as an entirety shall be a corporation,
         partnership, limited liability company or trust, shall be organized and
         validly existing under the laws of the United States of America, any
         State thereof or the District of Columbia and shall expressly assume,
         by an indenture supplemental hereto, executed and delivered to the
         Trustee, in form satisfactory to the Trustee, the due and punctual
         payment of the principal of and any premium and interest on all the
         Securities and the performance or observance of every covenant of this
         Indenture on the part of the Company to be performed or observed;

(b)      immediately after giving effect to such transaction and treating any
         indebtedness which becomes an obligation of the Company or any
         Subsidiary as a result of such transaction as having been incurred by
         the Company or such Subsidiary at the time of such transaction, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have happened and be
         continuing;

(c)      if, as a result of any such consolidation or merger or such conveyance,
         transfer or lease, properties or assets of the Company would become
         subject to a mortgage, pledge, lien, security interest or other
         encumbrance which would not be permitted by this Indenture, the Company
         or such successor Person, as the case may be, shall take such steps as
         shall be necessary effectively to secure the Securities equally and
         ratably with (or prior to) all indebtedness secured thereby; and

(d)      the Company has delivered to the Trustee an Officers' Certificate and
         an Opinion of Counsel, each stating that such consolidation, merger,
         conveyance, transfer or lease and, if a supplemental indenture is
         required in connection with such transaction, such supplemental
         indenture comply with this Article and that all conditions precedent
         herein provided for relating to such transaction been complied with.



                                       42
<PAGE>

         SECTION 802 SUCCESSOR SUBSTITUTED.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         SECTION 901 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

         Without the consent of any Holders, 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 Person to the Company and the
         assumption by any such successor of the covenants of the Company herein
         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 such
         series) or to surrender any right or power herein conferred upon the
         Company; or

(c)      to add any additional Events of Default for the benefit of the Holders
         of all or any series of Securities (and if such additional Events of
         Default are to be for the benefit of less than all series of
         Securities, stating that such additional Events of Default are
         expressly being included solely for the benefit of such series); or

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

(e)      to add to, change or eliminate any of the provisions of this Indenture
         in respect of one or more series of Securities, provided that any such
         addition, change or elimination (i) shall neither (A) apply to any
         Security of any series created prior to the execution of such
         supplemental indenture and entitled to the benefit of such provision
         nor (B) modify the rights of the Holder of any such Security with
         respect to such provision or (ii) shall become effective only when
         there is no such Security Outstanding; or

(f)      to establish the form or terms of Securities of any series as permitted
         by Sections 201 and 301; or

(g)      to evidence and provide for the acceptance of appointment hereunder by
         a successor Trustee with respect to the Securities of one or more
         series and to add to or change any of the provisions



                                       43
<PAGE>

         of this Indenture as shall be necessary to provide for or facilitate
         the administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 611; or

(h)      to cure any ambiguity, to correct or supplement any provision herein
         which may be defective or inconsistent with any other provision herein,
         or to make any other provisions with respect to matters or questions
         arising under this Indenture, provided that such action pursuant to
         this clause (h) shall not adversely affect the interests of the Holders
         of Securities of any series in any material respect.

         SECTION 902 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         With the consent of the Holders of not less than 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 may
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 thereof or the rate of interest thereon or any premium payable
         upon the redemption thereof, or reduce the amount of the principal of
         an Original Issue Discount Security or any other Security which would
         be due and payable upon a declaration of acceleration of the Maturity
         thereof pursuant to Section 502, or change any Place of Payment where,
         or the coin or currency in which, any Security or any premium or
         interest thereon is payable, or impair the right to institute suit for
         the enforcement of any such payment on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Redemption
         Date), or modify the provisions of this Indenture with respect to the
         subordination of the Securities in a manner materially adverse to the
         Holders; or

(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
         certain defaults hereunder and their consequences) provided for in this
         Indenture; or

(c)      modify any of the provisions of this Section, Section 513 or Section
         1009, 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 "the Trustee" and concomitant changes in this Section and
         Section 1009, or the deletion of this proviso, in accordance with the
         requirements of Section 611 and clause (h) of Section 901.

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

     It shall not be necessary for any Act of Holders under this Section to
approve the particular



                                       44
<PAGE>

form of any proposed supplemental indenture, but it shall be sufficient if such
Act shall approve the substance thereof.

     SECTION 903 EXECUTION OF SUPPLEMENTAL INDENTURES.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee 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 904 EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any supplemental indenture under this Article, 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 hereunder
shall be bound thereby.

     SECTION 905 CONFORMITY WITH TRUST INDENTURE ACT.

     Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

     SECTION 906 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 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 authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                   ARTICLE TEN

COVENANTS

         SECTION 1001 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

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

         SECTION 1002 MAINTENANCE OF OFFICE OR AGENCY.

         The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and



                                       45
<PAGE>

this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of 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 thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

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

         SECTION 1003 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 or any premium 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 any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
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 or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to 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,
that such Paying Agent will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the continuance
of any default by the Company (or any other obligor upon the Securities of that
series) in the making of any payment in respect of the Securities of that
series, upon the written request of the Trustee, forthwith pay to the Trustee
all sums held in trust by such Paying Agent for payment in respect of the
Securities of that series.

         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 or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and



                                       46
<PAGE>

all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in _________________,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

         SECTION 1004 STATEMENT BY OFFICERS AS TO DEFAULT.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

         SECTION 1005 EXISTENCE.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

         SECTION 1006 MAINTENANCE OF PROPERTIES.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Restricted Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company or any
Restricted Subsidiary from discontinuing the operation or maintenance of any of
such properties if such discontinuance is, in the judgment of the Company or
such Restricted Subsidiary, desirable in the conduct of its business or the
business of any such Restricted Subsidiary and not disadvantageous in any
material respect to the Holders.

         SECTION 1007 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, (a) all 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 of its Restricted
Subsidiaries, and (b) all lawful claims for labor, materials and supplies which,
if unpaid, might by law become a lien upon the property of the Company or any of
its Restricted Subsidiaries; provided, however, that the Company or such
Restricted Subsidiary 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.



                                       47
<PAGE>

         SECTION 1008 MAINTENANCE OF INSURANCE.

         The Company shall, and shall cause its Restricted Subsidiaries to, keep
at all times all of their properties which are of an insurable nature insured
against loss or damage with insurers believed by the Company to be responsible
to the extent that property of similar character is usually so insured by
corporations similarly situated and owning like properties in accordance with
good business practice. The Company shall, and shall cause its Restricted
Subsidiaries to, use the proceeds from any such insurance policy to repair,
replace or otherwise restore the property to which such proceeds relate.

         SECTION 1009 WAIVER OF CERTAIN COVENANTS.

         Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to clause (r) of
Section 301 or clause (b) or (g) of Section 901 for the benefit of the Holders
of such series or in any of Sections 1005 to 1007, inclusive, if before the time
for such compliance the Holders of at least a majority in principal amount of
the Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

         SECTION 1101 APPLICABILITY OF ARTICLE.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.

         SECTION 1102 ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
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, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities 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 Officers' Certificate
evidencing compliance with such restriction.



                                       48
<PAGE>

         SECTION 1103 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

         If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

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

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of 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 1104 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 his 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 consisting of
         more than a single Security are to be redeemed, the identification
         (and, in the case of partial redemption of any such Securities, the
         principal amounts) of the particular Securities to be redeemed and, if
         less than all the Outstanding Securities of any series consisting of a
         single Security are to be redeemed, the principal amount of the
         particular Security 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;



                                       49
<PAGE>

(e)      that on the Redemption Date, if such is the case, the right of the
         holders of each such Security to convert the Securities shall
         terminate;

(f)      the place or places where each such Security is to be surrendered for
         payment of the Redemption Price; and

(g)      that the redemption is for a sinking fund, if such is the case.

         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 and shall be irrevocable.

         SECTION 1105 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 1003) 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 1106 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 therein 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, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will 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 Record Dates according to their terms and the
provisions of Section 307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

         SECTION 1107 SECURITIES REDEEMED IN PART.

         Any Security which is to be redeemed only in part shall be surrendered
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 thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, 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.



                                       50
<PAGE>

                                 ARTICLE TWELVE

                                  SINKING FUNDS

         SECTION 1201 APPLICABILITY OF ARTICLE.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

         The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment". If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 1202.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

         SECTION 1202 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

         The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been 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 sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

         SECTION 1203 REDEMPTION OF SECURITIES FOR SINKING FUND.

         Not less than 30 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 15 days prior to 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 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.



                                       51
<PAGE>

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 1301 COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT
DEFEASANCE.

         The Company may elect, at its option at any time, to have Section 1302
or Section 1303 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 301 as being defeasible pursuant to
such Section 1302 or 1303, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for
such Securities.

         SECTION 1302 DEFEASANCE AND DISCHARGE.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations, and the
provisions of Article Fourteen shall cease to be effective, with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 1304 are satisfied (hereinafter called "Defeasance"). For this
purpose, such Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Securities 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), subject to
the following which shall survive until otherwise terminated or discharged
hereunder: (a) the rights of Holders of such Securities to receive, solely from
the trust fund described in Section 1304 and as more fully set forth in such
Section, payments in respect of the principal of and any premium and interest on
such Securities when payments are due, (b) the Company's obligations with
respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (d)
this Article. Subject to compliance with this Article, the Company may exercise
its option (if any) to have this Section applied to any Securities
notwithstanding the prior exercise of its option (if any) to have Section 1303
applied to such Securities.

         SECTION 1303 COVENANT DEFEASANCE.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (a)
the Company shall be released from its obligations under clause (c) of Section
801, Sections 1006 through 1008, inclusive, and any covenants provided pursuant
to clause (r) of Section 301 or clause (b) or (g) of Section 901 for the benefit
of the Holders of such Securities, and (b) the occurrence of any event specified
in clause (d) of Section 501 (with respect to any of clause (c) of Section 801,
Sections 1006 through 1008, inclusive, and any such covenants provided pursuant
to clause (r) of Section 301 or clause (b) or (g) of Section 901 shall be deemed
not to be or result in an Event of Default, and (c) the provisions of Article
Fourteen shall cease to be effective, in each case with respect to such

         Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such specified Section (to the extent so specified in the case of clause (d) of
Section 501) or Article Fourteen, whether directly or indirectly by reason of
any reference elsewhere herein to any such Section or Article or by reason of
any reference in any such Section or Article to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.



                                       52
<PAGE>

         SECTION 1304 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

         The following shall be the conditions to the application of Section
1302 or Section 1303 to any Securities or any series of Securities, as the case
may be:

(a)      The Company shall irrevocably have deposited or caused to be deposited
         with the Trustee (or another trustee which satisfies the requirements
         contemplated by Section 609 and agrees to comply with the provisions of
         this Article applicable to it) as trust funds in trust for the purpose
         of making the following payments, specifically pledged as security for,
         and dedicated solely to, the benefits of the Holders of such
         Securities, (i) money in an amount, or (ii) U.S. Government Obligations
         which through the scheduled payment of principal and interest in
         respect thereof in accordance with their terms will provide, not later
         than one day before the due date of any payment, money in an amount, or
         (iii) a combination thereof, in each case sufficient, in the opinion of
         a nationally recognized firm of independent public accountants
         expressed in a written certification thereof delivered to the Trustee,
         to pay and discharge, and which shall be applied by the Trustee (or any
         such other qualifying trustee) to pay and discharge, the principal of
         and any premium and interest on such Securities on the respective
         Stated Maturities, in accordance with the terms of this Indenture and
         such Securities. As used herein, "U.S. Government Obligation" means (x)
         any security which is (i) a direct obligation of the United States of
         America for the payment of which the full faith and credit of the
         United States of America is pledged or (ii) an obligation of a Person
         controlled or supervised by and acting as an agency or instrumentality
         of the United States of America the payment of which is unconditionally
         guaranteed as a full faith and credit obligation by the United States
         of America, which, in either case (i) or (ii), is not callable or
         redeemable at the option of the issuer thereof, and (y) any depositary
         receipt issued by a bank (as defined in Section 3(a)(2) of the
         Securities Act) as custodian with respect to any U.S. Government
         Obligation which is specified in Clause (x) above and held by such bank
         for the account of the holder of such depositary receipt, or with
         respect to any specific payment of principal of or interest on any U.S.
         Government Obligation which is so specified and held, 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 depositary
         receipt from any amount received by the custodian in respect of the
         U.S. Government Obligation or the specific payment of principal or
         interest evidenced by such depositary receipt.

(b)      In the event of an election to have Section 1302 apply to any
         Securities or any series of Securities, as the case may be, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (i) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling or (ii) since the date of this
         instrument, there has been a change in the applicable Federal income
         tax law, in either case (i) or (ii) to the effect that, and based
         thereon such opinion shall confirm that, the Holders of such Securities
         will not recognize gain or loss for Federal income tax purposes as a
         result of the deposit, Defeasance and discharge to be effected with
         respect to such Securities and will be subject to Federal income tax on
         the same amount, in the same manner and at the same times as would be
         the case if such deposit, Defeasance and discharge were not to occur.

(c)      In the event of an election to have Section 1303 apply to any
         Securities or any series of Securities, as the case may be, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders of such Securities will not recognize gain or loss for
         Federal income tax purposes as a result of the deposit and Covenant
         Defeasance to be effected with respect to such Securities and will be
         subject to Federal income tax on the same amount, in the same manner
         and at the same times as would be the case if such deposit and Covenant
         Defeasance were not to occur.



                                       53
<PAGE>

(d)      The Company shall have delivered to the Trustee an Officer's
         Certificate to the effect that neither such Securities nor any other
         Securities of the same series, if then listed on any securities
         exchange, will be delisted as a result of such deposit.

(e)      No event which is, or after notice or lapse of time or both would
         become, an Event of Default with respect to such Securities or any
         other Securities shall have occurred and be continuing at the time of
         such deposit or, with regard to any such event specified in clause (e)
         or (f) of Section 501, at any time on or prior to the 90th day after
         the date of such deposit (it being understood that this condition shall
         not be deemed satisfied until after such 90th day).

(f)      Such Defeasance or Covenant Defeasance shall not cause the Trustee to
         have a conflicting interest within the meaning of the Trust Indenture
         Act (assuming all Securities are in default within the meaning of such
         Act).

(g)      Such 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.

(h)      Such Defeasance or Covenant Defeasance shall not result in the trust
         arising from such deposit constituting an investment company within the
         meaning of the Investment Company Act unless such trust shall be
         registered under such Act or exempt from registration thereunder.

(i)      At the time of such deposit, (i) no default in the payment of any
         principal of or premium or interest on any Senior Debt shall have
         occurred and be continuing, (ii) no event of default with respect to
         any Senior Debt shall have resulted in such Senior Debt becoming, and
         continuing to be, due and payable prior to the date on which it would
         otherwise have become due and payable (unless payment of such Senior
         Debt has been made or duly provided for), and (iii) no other event of
         default with respect to any Senior Debt shall have occurred and be
         continuing permitting (after notice or lapse of time or both) the
         holders of such Senior Debt (or a trustee on behalf of such holders) to
         declare such Senior Debt due and payable prior to the date on which it
         would otherwise have become due and payable.

(j)      The Company shall have delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent with respect to such Defeasance or Covenant Defeasance have
         been complied with.

         SECTION 1305 DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD
IN TRUST; MISCELLANEOUS PROVISIONS.

         Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
Securities 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 any such 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 any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law. Money and U.S. Government
Obligations so held in trust shall not be subject to the provisions of Article
Fourteen.



                                       54
<PAGE>

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

         SECTION 1306 REINSTATEMENT.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES

         SECTION 1401 SECURITIES SUBORDINATE TO SENIOR DEBT.

The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article (subject to the provisions of
Article Four and Article Thirteen), the payment of the principal of (and
premium, if any) and interest on each and all of the Securities are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full of all Senior Debt.

         SECTION 1402 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, or (b) any liquidation, dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets or liabilities of the Company, then and in any
such event specified in (a), (b) or (c) above (each such event, if any, herein
sometimes referred to as a "Proceeding") the holders



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<PAGE>

of Senior Debt will be first entitled to receive payment in full of all amounts
due or to become due on or in respect of all Senior Debt, or provision shall be
made for such payment, in cash or Cash Equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt, before the Holders of the Securities
are entitled to receive any payment or distribution of any kind or character, on
account of principal of (or premium, if any) or interest on or other obligations
in respect of the Securities or on account of any purchase or other acquisition
of Securities by the Company or any Subsidiary of the Company (all such
payments, distributions, purchases and acquisitions herein referred to,
individually and collectively, as a "Securities Payment"), and to that end the
holders of Senior Debt shall be entitled to receive, for application to the
payment thereof, any Securities Payment which may be payable or deliverable in
respect of the Securities in any such Proceeding.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee receives payment or distribution of assets of the Company
of any kind or character, before all the Senior Debt is paid in full in cash or
Cash Equivalents, then and in such event such Securities Payment shall be paid
over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Senior Debt remaining unpaid, to the extent necessary to pay the Senior Debt in
full in cash or Cash Equivalents.

         For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of the Company provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable bankruptcy law or of any other
corporation provided for by such plan of reorganization or readjustment which
stock or securities are subordinated in right of payment to all then outstanding
Senior Debt to at least the same extent as the Securities are so subordinated as
provided in this Article; provided, however, that (a) if a new corporation
results from such reorganization or readjustment, such corporation assumes any
Senior Debt not paid in full in cash or Cash Equivalents in connection with such
reorganization or readjustment and (b) the rights of the holders of such Senior
Debt are not, without the consent of such holders, altered by such
reorganization or readjustment. The consolidation of the Company with, or the
merger of the Company into, another Person or the liquidation or dissolution of
the Company following the conveyance or transfer of all or substantially all of
its properties and assets as an entirety to another Person upon the terms and
conditions set forth in Article Eight shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer such properties and assets as an entirety, as the case may be, shall,
as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions set forth in Article Eight.

         SECTION 1403 NO PAYMENT WHEN SENIOR DEBT IN DEFAULT.

         In the event that any Senior Payment Default (as defined below) shall
have occurred and be continuing, then no Securities Payment shall be made unless
and until such Senior Payment Default shall have been cured or waived or shall
have ceased to exist or all amounts then due and payable in respect of Senior
Debt shall have been paid in full, or provision shall have been made for such
payment, in cash or Cash Equivalents or otherwise in a manner satisfactory to
the holders of Senior Debt. "Senior Payment Default" means any default in the
payment of principal of (or premium, if any) or interest on any Senior Debt when
due, whether at the Maturity thereof or by declaration of acceleration, call for
redemption or otherwise.



                                       56
<PAGE>

         In the event that any Senior Nonmonetary Default (as defined below)
shall have occurred and be continuing, then, upon the receipt by the Company and
the Trustee of written notice of such Senior Nonmonetary Default from the
representatives of holders of the Designated Senior Debt to which such default
relates, the Company may not make any payments (other than payments previously
made pursuant to Article Fifteen) on account of the Securities or on account of
the purchase or redemption or other acquisition of Securities for a period (the
"blockage period") commencing on the date the Company and Trustee receive such
written notice and ending on the earlier of (a) the 179th day after the date of
such receipt of such written notice and (b) the date, if any, on which the
Designated Senior Debt to which such default relates is discharged or such
default is waived or otherwise cured. In any event, not more than one blockage
period may be commenced during any period of 360 consecutive days and there
shall be a period of at least 181 consecutive days in each period of 360
consecutive days when no blockage period is in effect. For all purposes of this
paragraph, no Senior Nonmonetary Default that existed or was continuing on the
date of commencement of any blockage period with respect to the Designated
Senior Debt initiating such blockage period will be, or can be, made the basis
for the commencement of a subsequent blockage period unless such default has
been cured or waived for a period of not less than 180 consecutive days. "Senior
Nonmonetary Default" means the occurrence or existence and continuance of any
event of default, or of any event which, after notice or lapse of time (or
both), would become an event of default, under the terms of any instrument
pursuant to which any Designated Senior Debt is outstanding, permitting (after
notice or lapse of time or both) one or more holders of such Senior Debt (or a
trustee or agent on behalf of the holders thereof) to declare such Senior Debt
due and payable prior to the date on which it would otherwise become due and
payable, other than a Senior Payment Default.

         In the event and during the continuation of any default in the payment
of principal of (or premium, if any) or interest on any Senior Debt beyond any
applicable grace period with respect thereto, or in the event that any event of
default with respect to any Senior Debt shall have occurred and be continuing
permitting the holders of such Senior Debt (or a trustee on behalf of the
holders thereof) to declare such Senior Debt, and shall have resulted in such
Senior Debt becoming or being declared, due and payable prior to the date on
which it would otherwise have become due and payable, unless and until such
event of default shall have been cured or waived or shall have ceased to exist,
or in the event any judicial proceeding shall be pending with respect to any
such default in payment or event of default, then no Securities Payment shall be
made.

         In the event that, notwithstanding the foregoing, the Company shall
make any Securities Payment to the Trustee or any Holder prohibited by the
foregoing provisions of this Section, then and in such event, subject to Section
1404, such Securities Payment shall be paid over and delivered forthwith to the
holders of the Senior Debt remaining unpaid, to the extent necessary to pay in
full all the Senior Debt.

         The provisions of this Section shall not apply to any Securities
Payment with respect to which Section 1402 would be applicable.

         SECTION 1404 PAYMENT PERMITTED IF NO DEFAULT.

         Nothing contained in this Article 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 Proceeding referred to in Section 1402 or under the
conditions described in Section 1403, from making Securities Payments, or (b)
the application by the Trustee of any money deposited with it hereunder to
Securities Payments or the retention of such Securities Payment by the Holders,
if, at the time of



                                       57
<PAGE>

such application by the Trustee, it did not have knowledge that such Securities
Payment would have been prohibited by the provisions of this Article.

         SECTION 1405 SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT.

         Subject to the payment in full of all amounts due or to become due on
or in respect of Senior Debt, or the provision for such payment, in cash or Cash
Equivalents or otherwise in a manner satisfactory to the holders of Senior Debt,
the Holders of the Securities shall be subrogated (equally and ratably with the
holders of all Indebtedness of the Company which by its express terms is
subordinated to Indebtedness of the Company to substantially the same extent as
the Securities are subordinated to the Senior Debt and is entitled to like
rights of subrogation by reason of any payments or distributions made to holders
of such Senior Debt) to the rights of the holders of such Senior Debt to receive
payments and distributions of cash, property and securities applicable to the
Senior Debt until the principal of (and premium, if any) and interest on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of the Senior Debt of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior Debt by
Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Debt and the Holders of the Securities,
be deemed to be a payment or distribution by the Company to or on account of the
Senior Debt.

         SECTION 1406 PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Debt on the other hand. Nothing contained in this Article or
elsewhere in this Indenture or in the Securities is intended to or shall (a)
impair, as among the Company, its creditors other than holders of Senior Debt
and the Holders of the Securities, the obligation of the Company, which is
absolute and unconditional, to pay to the Holders of the Securities the
principal of (and premium, if any) and interest on the Securities as and when
the same shall become due and payable in accordance with their terms; or (b)
affect the relative rights against the Company of the Holders of the Securities
and creditors of the Company other than the holders of Senior Debt; or (c)
prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article of the holders of Senior Debt to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.

         SECTION 1407 TRUSTEE TO EFFECTUATE SUBORDINATION.

         Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes.

         SECTION 1408 NO WAIVER OF SUBORDINATION PROVISIONS.

         No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,




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<PAGE>

regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior Debt, do any
one or more of the following: (a) change the manner, place or terms of payment
or extend the time of payment of, or renew, increase or alter, Senior Debt, or
otherwise amend or supplement in any manner Senior Debt or any instrument
evidencing the same or any agreement under which Senior Debt is outstanding; (b)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing Senior Debt; (c) release any Person liable in any manner
for the payment or collection of Senior Debt; and (d) exercise or refrain from
exercising any rights against the Company and any other Person.

         SECTION 1409 NOTICE TO TRUSTEE.

The Company shall give prompt written notice to the Trustee of any fact known to
the Company which would prohibit the making of any payment to or by the Trustee
in respect of the Securities. Notwithstanding the provisions of this Article or
any other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until the
Trustee shall have received written notice thereof from the Company or a holder
of Senior Debt or from any trustee therefor; and, prior to the receipt of any
such written notice, the Trustee, subject to the provisions of Section 601,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice provided for in
this Section at least three Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (and premium, if any) or interest on
any Security), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within three
Business Days prior to such date.

         Subject to the provisions of Section 601, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Debt (or a trustee therefor) to establish that
such notice has been given by a holder of Senior Debt (or a trustee therefor).
In the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Debt held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article, 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 1410 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 601, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which



                                       59
<PAGE>

such Proceeding is pending, or a certificate of the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee for the benefit of creditors,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of Securities, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
the Senior Debt and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.

         SECTION 1411 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt and shall not be liable to any such holders if it shall
in good faith mistakenly pay over or distribute to Holders of Securities or to
the Company or to any other Person cash, property or securities to which any
holders of Senior Debt shall be entitled by virtue of this Article or otherwise.

         SECTION 1412 RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT; PRESERVATION
OF TRUSTEE'S RIGHTS.

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

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.

         SECTION 1413 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 hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that Section 1414 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

         SECTION 1414 DEFEASANCE OF THIS ARTICLE FOURTEEN.

         The subordination of the Securities provided by this Article is
expressly made subject to the provisions for defeasance or covenant defeasance
in Article Thirteen hereof and, anything herein to the contrary notwithstanding,
upon the effectiveness of any such defeasance or covenant defeasance, the
Securities then outstanding shall thereupon cease to be subordinated pursuant to
this Article Fourteen.

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. In proving the
existence of this Indenture it shall not be necessary to produce more than one
copy.

         In Witness Whereof, the parties hereto have caused this Indenture to be
duly executed,



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<PAGE>

and their respective corporate seals to be hereunto affixed and attested, all as
of the day and year first above written.

Correctional Properties Trust

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


Attest:

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


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

Attest:

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

STATE OF NEW YORK     )
                      ) ss.:
COUNTY OF NEW YORK    )


On the ___ day of ________, ___, before me personally came _______________, to
me known, who, being by me duly sworn, did depose and say that he is
_______________ of _______________, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.


STATE OF NEW YORK     )
                      ) ss.:
COUNTY OF NEW YORK    )


On the __ day of __________, ____, before me personally came _______________, to
me known, who, being by me duly sworn, did depose and say that he is
_______________ of _______________, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.





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