<PAGE>
                  EXHIBIT 4.2 - FORM OF SUBORDINATED INDENTURE




                                 NS GROUP, INC.

                                       AND

                             _______________________



                                     TRUSTEE



                             SUBORDINATED INDENTURE



                         DATED AS OF _____________, 2002





<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
----------------                                              -----------------

Section 310
         (a)(1)                                               609
         (a)(2)                                               609
         (a)(3)                                               Not Applicable
         (a)(4)                                               Not Applicable
         (b)                                                  608, 610
Section 311
         (a)                                                  613
         (b)                                                  613
Section 312
         (a)                                                  701, 702
         (b)                                                  702
         (c)                                                  702
Section 313
         (a)                                                  703
         (b)                                                  703
         (c)                                                  703
         (d)                                                  703
Section 314
         (a)                                                  704
         (a)(4)                                               101, 1005
         (b)                                                  Not Applicable
         (c)(1)                                               102
         (c)(2)                                               102
         (c)(3)                                               Not Applicable
         (d)                                                  Not Applicable
         (e)                                                  102
Section 315
         (a)                                                  601
         (b)                                                  602
         (c)                                                  601
         (d)                                                  601
         (e)                                                  514
Section 316                                                   101
         (a)(1)(A)                                            502, 512
         (a)(1)(B)                                            513
         (a)(2)                                               Not Applicable
         (b)                                                  508


         (c)                                                  104
Section 317
         (a)(1)                                               503
         (a)(2)                                               504
         (b)                                                  1003
Section 318
         (a)                                                  107


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






                                       2
<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                               PAGE

<S>                                                                                                           <C>
Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.................................................1
         Section 101       DEFINITIONS............................................................................1
         Section 102.      COMPLIANCE CERTIFICATES AND OPINIONS...................................................7
         Section 103.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE.................................................8
         Section 104.      ACTS OF HOLDERS; RECORD DATES..........................................................9
         Section 105.      NOTICES, ETC., TO TRUSTEE, COMPANY AND ANY SECURITY GUARANTOR.........................11
         Section 106.      NOTICE TO HOLDERS; WAIVER.............................................................11
         Section 107.      CONFLICT WITH TRUST INDENTURE ACT.....................................................12
         Section 108.      EFFECT OF HEADINGS AND TABLE OF CONTENTS..............................................12
         Section 109.      SUCCESSORS AND ASSIGNS................................................................12
         Section 110.      SEPARABILITY CLAUSE...................................................................12
         Section 111.      BENEFITS OF INDENTURE.................................................................12
         Section 112.      GOVERNING LAW.........................................................................12
         Section 113.      LEGAL HOLIDAYS........................................................................12
         Section 114.      NO SECURITY INTEREST CREATED..........................................................13
Article II. SECURITY FORMS.......................................................................................13
         Section 201.      FORMS GENERALLY.......................................................................13
         Section 202.      FORM OF FACE OF SECURITY..............................................................13
         Section 203.      FORM OF REVERSE OF SECURITY...........................................................15
         Section 204.      FORM OF LEGEND FOR GLOBAL SECURITIES..................................................19
         Section 205.      FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.......................................19
         Section 206.      FORM OF CONVERSION NOTICE.............................................................20
Article III. THE SECURITIES......................................................................................21
         Section 301.      AMOUNT UNLIMITED; ISSUABLE IN SERIES..................................................21
         Section 302.      DENOMINATIONS.........................................................................23
         Section 303.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING........................................23
         Section 304.      TEMPORARY SECURITIES..................................................................25
         Section 305.      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE...................................26
         Section 306.      MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES......................................28
         Section 307.      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED........................................28
         Section 308.      PERSONS DEEMED OWNERS.................................................................30
         Section 309.      CANCELLATION..........................................................................30
         Section 310.      COMPUTATION OF INTEREST...............................................................31
         Section 311.      CUSIP NUMBERS.........................................................................31
Article IV. SATISFACTION AND DISCHARGE...........................................................................31
         Section 401.      SATISFACTION AND DISCHARGE OF INDENTURE...............................................31
         Section 402.      APPLICATION OF TRUST MONEY............................................................32
Article V. REMEDIES..............................................................................................33
         Section 501.      EVENTS OF DEFAULT.....................................................................33
</TABLE>


<PAGE>


<TABLE>
<S>                                                                                                           <C>
         Section 502.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT....................................34
         Section 503.      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.......................35
         Section 504.      TRUSTEE MAY FILE PROOFS OF CLAIM......................................................36
         Section 505.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES...........................36
         Section 506.      APPLICATION OF MONEY COLLECTED........................................................37
         Section 507.      LIMITATION ON SUITS...................................................................37
         Section 508.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST.............38
         Section 509.      RESTORATION OF RIGHTS AND REMEDIES....................................................38
         Section 510.      RIGHTS AND REMEDIES CUMULATIVE........................................................38
         Section 511.      DELAY OR OMISSION NOT WAIVER..........................................................38
         Section 512.      CONTROL BY HOLDERS....................................................................38
         Section 513.      WAIVER OF PAST DEFAULTS...............................................................39
         Section 514.      UNDERTAKING FOR COSTS.................................................................40
         Section 515.      WAIVER OF STAY OR EXTENSION LAWS......................................................40
Article VI. THE TRUSTEE..........................................................................................40
         Section 601.      CERTAIN DUTIES AND RESPONSIBILITIES...................................................40
         Section 602.      NOTICE OF DEFAULTS....................................................................40
         Section 603.      CERTAIN RIGHTS OF TRUSTEE.............................................................41
         Section 604.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES................................42
         Section 605.      MAY HOLD SECURITIES...................................................................42
         Section 606.      MONEY HELD IN TRUST...................................................................43
         Section 607.      COMPENSATION AND REIMBURSEMENT........................................................43
         Section 608.      CONFLICTING INTERESTS.................................................................44
         Section 609.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...............................................44
         Section 610.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.....................................44
         Section 611.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR................................................46
         Section 612.      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS...........................47
         Section 613.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.....................................47
         Section 614.      APPOINTMENT OF AUTHENTICATING AGENT...................................................47
         Section 615.      TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY...............................49
Article VII. HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...................................................49
         Section 701.      COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.............................49
         Section 702.      PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS................................50
         Section 703.      REPORTS BY TRUSTEE....................................................................50
         Section 704.      REPORTS BY COMPANY....................................................................50
</TABLE>
                                       ii


<PAGE>


<TABLE>
<S>                                                                                                           <C>
Article VIII CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER.......................................................51
         Section 801.      COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS..................................51
         Section 802.      SUCCESSOR SUBSTITUTED.................................................................51
Article IX. SUPPLEMENTAL INDENTURES..............................................................................52
         Section 901.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS....................................52
         Section 902.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.......................................53
         Section 903.      EXECUTION OF SUPPLEMENTAL INDENTURES..................................................54
         Section 904.      EFFECT OF SUPPLEMENTAL INDENTURES.....................................................55
         Section 905.      CONFORMITY WITH TRUST INDENTURE ACT...................................................55
         Section 906.      REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES....................................55
         Section 907.      SUBORDINATION UNIMPAIRED..............................................................55
Article X. COVENANTS.............................................................................................55
         Section 1001.     PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST............................................55
         Section 1002.     MAINTENANCE OF OFFICE OR AGENCY.......................................................55
         Section 1003.     MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.....................................56
         Section 1004.     CORPORATE EXISTENCE...................................................................57
         Section 1005.     STATEMENT BY OFFICERS AS TO DEFAULT...................................................57
         Section 1006.     WAIVER OF CERTAIN COVENANTS...........................................................57
Article XI. REDEMPTION OF SECURITIES.............................................................................58
         Section 1101.     APPLICABILITY OF ARTICLE..............................................................58
         Section 1102.     ELECTION TO REDEEM; NOTICE TO TRUSTEE.................................................58
         Section 1103.     SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.....................................58
         Section 1104.     NOTICE OF REDEMPTION..................................................................59
         Section 1105.     DEPOSIT OF REDEMPTION PRICE...........................................................60
         Section 1106.     SECURITIES PAYABLE ON REDEMPTION DATE.................................................60
         Section 1107.     SECURITIES REDEEMED IN PART...........................................................61
Article XII. SINKING FUNDS.......................................................................................61
         Section 1201.     APPLICABILITY OF ARTICLE..............................................................61
         Section 1202.     SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.................................61
         Section 1203.     REDEMPTION OF SECURITIES FOR SINKING FUND.............................................62
Article XIII. DEFEASANCE AND COVENANT DEFEASANCE.................................................................62
         Section 1301.     APPLICABILITY OF ARTICLE..............................................................62
         Section 1302.     DEFEASANCE AND DISCHARGE..............................................................62
         Section 1303.     COVENANT DEFEASANCE...................................................................63
         Section 1304.     CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.......................................63
         Section 1305.     DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; MISCELLANEOUS
                           PROVISIONS............................................................................64
Article XIV. SUBORDINATION.......................................................................................65
</TABLE>

                                       iii


<PAGE>


<TABLE>
<S>                                                                                                           <C>
         Section 1401.     APPLICABILITY OF ARTICLE..............................................................65
         Section 1402.     SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS........................................65
         Section 1403.     DISPUTES WITH HOLDERS OF CERTAIN SENIOR INDEBTEDNESS..................................67
         Section 1404.     SUBROGATION...........................................................................68
         Section 1405.     OBLIGATION OF COMPANY UNCONDITIONAL...................................................68
         Section 1406.     PAYMENTS ON SECURITIES PERMITTED......................................................69
         Section 1407.     EFFECTUATION OF SUBORDINATION BY TRUSTEE..............................................69
         Section 1408.     KNOWLEDGE OF TRUSTEE..................................................................69
         Section 1409.     TRUSTEE MAY HOLD SENIOR INDEBTEDNESS..................................................70
         Section 1410.     RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT IMPAIRED.................................70
         Section 1411.     TRUST MONEYS NOT SUBORDINATED.........................................................70
         Section 1412.     ARTICLE APPLICABLE TO PAYING AGENTS...................................................70
         Section 1413.     TRUSTEE; COMPENSATION NOT PREJUDICED..................................................71
Article XV. CONVERSION OF SECURITIES.............................................................................71
         Section 1501.     APPLICABILITY OF ARTICLE..............................................................71
         Section 1502.     EXERCISE OF CONVERSION PRIVILEGE......................................................71
         Section 1503.     NO FRACTIONAL SHARES..................................................................72
         Section 1504.     ADJUSTMENT OF CONVERSION PRICE........................................................73
         Section 1505.     NOTICE OF CERTAIN CORPORATE ACTIONS...................................................73
         Section 1506.     RESERVATION OF SHARES OF COMMON STOCK.................................................74
         Section 1507.     PAYMENT OF CERTAIN TAXES UPON CONVERSION..............................................74
         Section 1508.     NONASSESSABILITY......................................................................74
         Section 1509.     PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS..........................74
         Section 1510.     DUTIES OF TRUSTEE REGARDING CONVERSION................................................75
         Section 1511.     REPAYMENT OF CERTAIN FUNDS UPON CONVERSION............................................76
Article XVI. SECURITY GUARANTEES.................................................................................76
         Section 1601.     SECURITY GUARANTEES...................................................................76
Article XVII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS....................................76
         Section 1701.     INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS.................................76
</TABLE>
                                       iv


<PAGE>



         INDENTURE, dated as of __________________, 2002, between NS Group,
Inc., a corporation duly organized and existing under the laws of the
Commonwealth of Kentucky (the "Company"), and [___________________________], a
__________________ organized and existing under the laws of the
______________________, as Trustee] (the "Trustee"), having its principal office
at [____________________________________].

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
debentures, notes or other evidences of indebtedness (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.

         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 any series thereof,
as follows:

                                    Article I
             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:

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

         (2) 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;

         (3) 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 in the
United States of America;

         (4) 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

         (5) 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.

         "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


<PAGE>

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.

         "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 or any Security Guarantor to
have been duly adopted by the Board of Directors of the Company or the board of
directors of the relevant Security Guarantor 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 a
day other than (i) a Saturday or a Sunday, (ii) a day on which banking
institutions in that Place of Payment are authorized or obligated by law or
executive order to remain closed or (iii) a day on which the Corporate Trust
Office of the Trustee is closed for business.

         "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" includes any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and which is not subject to redemption by the Company; provided, however,
subject to the provisions of Section 1509, shares issuable upon conversion of
Securities shall include only shares of the class designated as Common Stock of
the Company at the date of this Indenture or shares of any class or classes
resulting from any reclassification or reclassifications thereof and which have
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and which are not subject to redemption by the Company; provided, further that
if at any time there shall be more than one such resulting class, the shares of
each such class then so issuable shall be substantially in the proportion which
the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

         "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 any one of its Chairman of the Board, its
President, its Chief Financial Officer, any Vice President, its Treasurer or any
Assistant Treasurer, and delivered to the Trustee.

                                       2
<PAGE>

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at
[________________________________, Attention: Corporate Trust Department].

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

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

         "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.

         "Designated Senior Indebtedness" means the Company's obligations under
any particular Senior Indebtedness in which the instrument creating or
evidencing the same or the assumption or guarantee thereof (or related
agreements or documents to which the Company is a party) expressly provides that
such Senior Indebtedness shall be "Designated Senior Indebtedness" for purposes
of this Indenture (provided that such instrument, agreement or other document
may place limitations and conditions on the right of such Senior Indebtedness to
exercise the rights of Designated Senior Indebtedness). If any payment made to
any holder of any Designated Senior Indebtedness or its Representative with
respect to such Designated Senior Indebtedness is rescinded or must otherwise be
returned by such holder or Representative upon the insolvency, bankruptcy or
reorganization of the Company or otherwise, the reinstated Indebtedness of the
Company arising as a result of such rescission or return shall constitute
Designated Senior Indebtedness effective as of the date of such rescission or
return.

         "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.

         "Global Security" means a Security that evidences all or part of the
Securities of any series which is issued to a Depositary or a nominee thereof
for such series in accordance with Section 301(13).

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

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

         "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



                                       3
<PAGE>

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.

         "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.

         "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).

         "Officer's Certificate" means a certificate signed by any one of the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer, any Vice President, the Treasurer, any Assistant Treasurer,
the Controller, an Assistant Controller, the Secretary or any Assistant
Secretary of the Company, and delivered to the Trustee. One of the officers
signing an Officer's Certificate given pursuant to Section 1005 shall be the
principal executive, financial or accounting officer of the Company. Each such
certificate shall comply with Section 314 of the Trust Indenture Act and include
the statements provided for in Section 201.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, or other counsel.

         "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:

         (1) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

         (2) Securities for whose payment or redemption the necessary amount of
money or money's worth 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



                                       4
<PAGE>

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;

         (3) Securities as to which Defeasance has been effected pursuant to
Section 1302; and

         (4) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company;

         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,
         whether of record or beneficially, 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 a Responsible Officer of the Trustee actually 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 pledge
         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.

         "Periodic Offering" means an offering of Securities of a series from
time to time the specific terms of which Securities, including without
limitation the rate or rates of interest or formula for determining the rate or
rates of interest thereon, if any, the Stated Maturity or Maturities thereof and
the redemption provisions, if any, with respect thereto, are to be determined by
the Company upon the issuance of such Securities.



                                       5
<PAGE>

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, 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.

         "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 any
vice president, any assistant vice president, any senior trust officer or
assistant trust officer, any trust officer, or any other officer associated with
the corporate trust department 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 such person's knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.

         "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 Guarantees" means, in connection with any series of
Securities issued hereunder, any guarantee by each Security Guarantor of such
series of the Company's payment obligations under this Indenture and on any
Security of such series, executed pursuant to the provisions of this Indenture.

         "Security Guarantor" means any Person that executes a Security
Guarantee in accordance with the provisions of this Indenture, and its
respective successors and assigns.

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



                                       6
<PAGE>

         "Senior Indebtedness" means with respect to any series of Securities,
unless otherwise specified pursuant to Section 301 with respect thereto, the
principal of, and premium, if any, and interest on and any other payment in
respect of indebtedness due pursuant to any of the following, whether
outstanding at the date of execution of this Indenture or thereafter incurred,
created or assumed: (i) all indebtedness of the Company evidenced by notes,
debentures, bonds or other securities sold by the Company for money or other
obligations for money borrowed, (ii) all indebtedness of others of the kinds
described in the preceding clause (i) assumed by or guaranteed in any manner by
the Company or in effect guaranteed by the Company through an agreement to
purchase, contingent or otherwise, and (iii) all renewals, extensions or
refundings of indebtedness of the kinds described in either of the preceding
clauses (i) and (ii), unless, in the case of any particular indebtedness,
renewal, extension or refunding, the instrument creating or evidencing the same
or the assumption or guarantee of the same by its terms provides that such
indebtedness, renewal, extension or refunding is not superior in right of
payment to or is pari passu with such Securities.

         "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 date on which the principal of such Security or such
installment of principal or interest is due and payable, in the case of such
principal, as such date may be advanced or extended as provided pursuant to the
terms of such Security and this Indenture.

         "Subordinated Securities" has the meaning specified in Section 1401.

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

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

         "Trustee" shall mean or include each Person who is then a Trustee
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.

         "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



                                       7
<PAGE>

shall be given in the form of an Officer's 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 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 or she
has made such examination or investigation as is necessary 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 or any Security
Guarantor 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 such
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 or any Security Guarantor stating that the information with respect to
such factual matters is in the possession of the Company or any Security
Guarantor, 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.

         Whenever, subsequent to the receipt by the Trustee of any Board
Resolution, Officer's Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument may
be substituted therefor in corrected form with the same force and effect as if




                                       8
<PAGE>

originally filed in the corrected form and, irrespective of the date or dates of
the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates required with respect to the document or instrument for which it is
substituted. Anything in this Indenture to the contrary notwithstanding, if any
such corrective document or instrument indicates that action has been taken by
or at the request of the Company which could not have been taken had the
original document or instrument not contained such error or omission, the action
so taken shall not be invalidated or otherwise rendered ineffective but shall be
and remain in full force and effect, except to the extent that such action was a
result of willful misconduct or bad faith. Without limiting the generality of
the foregoing, any Securities issued under the authority of such defective
document or instrument shall nevertheless be the valid obligations of the
Company entitled to the benefits of this Indenture equally and ratably with all
other Outstanding Securities, except as aforesaid.

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 an 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 or her the execution thereof. Where such
execution is by a signer acting in a capacity other than the signer's individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of the signer's 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. 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 or
any Security Guarantor 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,



                                       9
<PAGE>

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 any notice, declaration, request or direction referred to in
the next paragraph. 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 or revoke 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 canceled 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 of Outstanding Securities of
the relevant series 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.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in 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, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction or to revoke
the same, 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 Trustee 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 canceled 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 Trustee, at the
Company's expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be sent to the Company 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 party
hereto which sets such record date 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 other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section



                                       10
<PAGE>

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
party hereto which set such record date 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. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date. 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, COMPANY AND ANY SECURITY GUARANTOR.

         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:

         (1) the Trustee by any Holder or by the Company or any Security
Guarantor shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing (which may be made via facsimile) to or with a
Responsible Officer of the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Department; or

         (2) the Company or any Security Guarantor 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 or such Security Guarantor addressed to it at the address of its
principal office specified in the first paragraph of this instrument, Attention:
Treasurer, or at any other address previously furnished in writing to the
Trustee by the Company or such Security Guarantor, as applicable.

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, her or its 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



                                       11
<PAGE>

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 and any
Security Guarantor shall bind its successors and assigns, whether so expressed
or not.

Section 110. SEPARABILITY CLAUSE.

         In case any provision in this Indenture, in the Securities or in any
Security Guarantee 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.

         Unless otherwise specified pursuant to Section 301 with respect to the
Securities of any series, nothing in this Indenture, in the Securities or in any
Security Guarantee, express or implied, shall give to any Person, other than the
parties hereto, their successors hereunder and the Holders, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

Section 112. GOVERNING LAW.

         This Indenture, the Securities and any Security Guarantees shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to conflicts of laws principles thereof.

Section 113. LEGAL HOLIDAYS.

         Unless otherwise specified pursuant to Section 301 with respect to the
Securities of any series, in any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day,
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 on such date, but may be made on the next
succeeding Business Day,



                                       12
<PAGE>

unless that Business Day is in a different calendar year, in which case the
payment will be made on the preceding Business Day, in each case, with the same
force and effect as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity.

Section 114. NO SECURITY INTEREST CREATED.

         Nothing in this Indenture or in the Securities expressed or implied,
shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect in any jurisdiction where property of the Company or its subsidiaries is
located.

                                   Article II.
                                 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 one or more Board Resolutions 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 or an Officer's Certificate pursuant to
Section 301 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.

Section 202. FORM OF FACE OF SECURITY.

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

                                 NS GROUP, INC.

                                 $______________

No.____________                                         CUSIP No._____________

         NS Group, Inc., a corporation duly organized and existing under the
laws of the Commonwealth of Kentucky (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



                                       13
<PAGE>

_________________________ [if the Security is to bear interest prior to Maturity
and interest payment periods are not extendable, 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, [insert -- semi-annually,
quarterly, monthly or other description of the relevant payment period] on
[________, ________,] and __________ in each year, commencing _______________,
at the rate of ____% per annum, until the principal hereof is paid or made
available for payment [if applicable, insert -- , 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 ___________________ (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
thereof given to Holders of Securities of this series not less than ten (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 [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in _________________, in 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 [if applicable, insert -- ;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or by wire transfer at such place
and to such account at a banking institution in the United States as may be
designated in writing to the Trustee at least sixteen (16) days prior to the
date for payment by the Person entitled thereto].



                                       14
<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.

Dated as of the Date of Authentication:    NS GROUP, INC.


                                           By__________________________________
                                           Name:
                                           Title:
Attest:

___________________________________



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 a Subordinated Indenture, dated as of ________, 2002 (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, limitation of rights, duties and immunities thereunder of the
Company, the Trustee, the Holders of the Senior Indebtedness 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 thirty (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,



                                       15
<PAGE>


<TABLE>
<CAPTION>
          -------------- ------------------------------- ------------- -------------------------------
              YEAR              REDEMPTION PRICE             YEAR             REDEMPTION PRICE
          -------------- ------------------------------- ------------- -------------------------------
<S>                     <C>                             <C>          <C>
          -------------- ------------------------------- ------------- -------------------------------

          -------------- ------------------------------- ------------- -------------------------------
</TABLE>

         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, 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 thirty (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,

<TABLE>
<CAPTION>
          -------------- ------------------------------- ------------- -------------------------------
                                                                              REDEMPTION PRICE
                                REDEMPTION PRICE                               FOR REDEMPTION
                                 FOR REDEMPTION                                OTHERWISE THAN
                                    THROUGH                                       THROUGH
                                OPERATION OF THE                              OPERATION OF THE
              YEAR                SINKING FUND               YEAR               SINKING FUND
          -------------- ------------------------------- ------------- -------------------------------
<S>                       <C>                            <C>           <C>
          -------------- ------------------------------- ------------- -------------------------------

          -------------- ------------------------------- ------------- -------------------------------
</TABLE>


         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.]



                                       16
<PAGE>

         [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.]

         [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 indebtedness represented by the Securities of this series is, to
the extent and in a manner set forth in the Indenture, expressly subordinated in
right of payment to the prior payment in full of all Senior Indebtedness, as
defined in the Indenture, with respect to this series, and this Security is
issued subject to such provisions, and each Holder of this Security, by
acceptance thereof, agrees to and shall be bound by such provisions and
authorizes and directs the Trustee in his, her or its behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in the Indenture and appoints the Trustee his, her or its attorney-in-fact, as
the case may be, for any and all such purposes.

         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 all series affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of a majority in aggregate principal amount of



                                       17
<PAGE>

the Securities of all series at the time Outstanding affected thereby (voting as
one class). The Indenture contains provisions permitting the Holders of not less
than a majority in principal amount of the Securities of all series at the time
Outstanding with respect to which a default under the Indenture shall have
occurred and be continuing (voting as one class), on behalf of the Holders of
the Securities of all such series, to waive, with certain exceptions, such past
default with respect to all such series and its consequences. The Indenture also
permits the Holders of not less than a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture. 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 sixty (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.

         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,
her or its attorney. 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 $1,000 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.



                                       18
<PAGE>

         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.

         The Indenture and the Securities issued thereby shall be governed by
and construed in accordance with the laws of the State of New York.

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 certificate 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.

                                           [_______________________], As Trustee


                                           By:________________________________
                                                Authorized Signatory

Dated:

_______________________

                                       19
<PAGE>

Section 206.      FORM OF CONVERSION NOTICE.

         Conversion notices shall be in substantially the following form:

         To NS Group, Inc.:



                  The undersigned owner of this Security hereby irrevocably
exercises the option to convert this Security, or portion hereof (which is
$1,000 or an integral multiple thereof) below designated, into shares of Common
Stock of the Company in accordance with the terms of the Indenture referred to
in this Security, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and any
Securities representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If this Notice is being delivered on a date after the close of
business on a Regular Record Date and prior to the opening of business on the
related Interest Payment Date (unless this Security or the portion thereof being
converted has been called for redemption on a Redemption Date during the period
beginning at the close of business on a Regular Record Date and ending at the
opening of business on the first Business Day after the next succeeding Interest
Payment Date, or if such Interest Payment Date is not a Business Day, the second
such Business Day), this Notice is accompanied by payment, in funds acceptable
to the Company, of an amount equal to the interest payable on such Interest
Payment Date of the principal of this Security to be converted. If shares are to
be issued in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect hereto. Any amount required to
be paid by the undersigned on account of interest accompanies this Security.

         Principal Amount to be Converted (in an integral multiple of $1,000, if
less than all)

         U.S. $_________________

Dated:

_______________________

          Signature(s) must be guaranteed by an eligible guarantor institution
(banks, stock brokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program) pursuant to
Securities and Exchange Commission Rule 17Ad-15.


                                           __________________________________
                                           Signature Guaranty

          Fill in for registration of shares of Common Stock and Security if to
be issued otherwise than to the registered Holder.


                                       20
<PAGE>

________________________________          _________________________________
(Name)                                    Social Security or Other Taxpayer
                                          Identification Number


(Address)

________________________________
Please print Name and Address
(including zip code number)


[The above conversion notice is to be modified, as appropriate, for conversion
into other securities or property of the Company.]

                                  Article III.
                                 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 Officer's Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

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

         (2) 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 1106 and except for any Securities which, pursuant
to Section 303, are deemed never to have been authenticated and delivered
hereunder);

         (3) the date or dates on which the principal of and any premium on any
Securities of the series is payable or the method by which such date shall be
determined and the right, if any, to shorten or extend the date on which the
principal of any Securities of the series is payable and the conditions to any
such change;



                                       21
<PAGE>

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

         (5) the right, if any, to extend the interest payment periods and the
terms of such extension or extensions;

         (6) the place or places, if any, in addition to or instead of the
Corporate Trust Office, where the principal of and any premium and interest on
any Securities of the series shall be payable and whether, if acceptable to the
Trustee, any principal of such Securities shall be payable without presentation
or surrender thereof;

         (7) the right, if any, of the Company to redeem securities, in whole or
in part, at its option and the period or periods within which, or the date or
dates on which, the price or prices at which and 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;

         (8) the obligation, if any, of the Company to redeem or purchase any
Securities of the series pursuant to any sinking fund, purchase 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;

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

         (10) any mandatory or optional sinking fund or similar provisions with
respect to the Securities;

         (11) 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;

         (12) if any or all of Sections 1101, 1201, 1301 or 1501 apply to any
Securities of the series and, if applicable, any addition, modification or
deletion with respect thereto;

         (13) 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 Depositary or 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;



                                       22
<PAGE>

         (14) any addition, modification or deletion of any Events of Default or
covenants provided with respect 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;

         (15) any addition to or change in the covenants set forth in Article X
which applies to Securities of the series; and

         (16) any other terms of the series.

         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 Officer's 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 Officer's
Certificate setting forth the terms or the manner of determining the terms of
the series.

         With respect to Securities of a series offered in a Periodic Offering,
the Board Resolution (or action taken pursuant thereto), Officer's Certificate
or supplemental indenture referred to above may provide general terms or
parameters for Securities of such series and provide either that the specific
terms of particular Securities of such series shall be specified in a Company
Order or that such terms shall be determined by the Company in accordance with
other procedures specified in a Company Order as contemplated by the third
paragraph of Section 303.

         Notwithstanding Section 301(2) herein and unless otherwise expressly
provided with respect to a series of Securities, the aggregate principal amount
of a series of Securities may be increased and additional Securities of such
series may be issued up to the maximum aggregate principal amount authorized
with respect to such series as increased.

Section 302. DENOMINATIONS.

         The Securities of each series shall be issuable only in fully
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 Chief Executive Officer, its President, a Vice
President or the Treasurer, and 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.



                                       23
<PAGE>

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee, in accordance
with the Company Order shall authenticate and deliver such Securities, provided,
however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the
receipt by the Trustee of oral or electronic instructions from the Company or
its duly authorized agents, promptly confirmed in writing) acceptable to the
Trustee as may be specified by or pursuant to a Company Order, delivered to the
Trustee prior to the time of the first authentication of Securities of such
series. 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, any Board Resolution and/or Officer's
Certificate referred to in Sections 201 and 301 by or pursuant to which the
forms and terms of the Securities were established, an Officer's Certificate
setting forth the form or forms and terms of the Securities stating that the
form or forms and terms of the Securities have been established in conformity
with Sections 201 and 301 and comply with this Indenture and covering such other
matters as the Trustee may reasonably request, and an Opinion of Counsel
stating,

         (1) 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 duly
authorized and established in conformity with the provisions of this Indenture;

         (2) if the terms of such Securities have been, or in the case of
Securities of a series offered in a Periodic Offering, will be, established by
or pursuant to Board Resolution as permitted by Section 301, that such terms
have been, or in the case of Securities of a series offered in a Periodic
Offering, will be, duly authorized by the Company and established in conformity
with the provisions of this Indenture, subject, in the case of Securities of a
series offered in a Periodic Offering, to any conditions specified in such
Opinion of Counsel; and

         (3) that such Securities, when issued and executed by the Company and
when authenticated and delivered by the Trustee and delivered to and duly paid
for by the purchasers thereof and in the manner and subject to any conditions
specified in such Opinion of Counsel, will have been duly issued by the Company
under this Indenture, will be entitled to the benefits of this Indenture and
will constitute valid and legally binding obligations of the Company enforceable
in accordance with their respective 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.



                                       24
<PAGE>

         If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities, if the Trustee, being advised by
counsel, determines that such action may not be lawfully taken by the Company or
if the Trustee determines in good faith by its board of directors or board of
trustees, executive committee or a trust committee of directors or trustees
shall determine that such action would expose the Trustee to personal liability
to existing Holders or 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 Officer's 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.

         With respect to Securities of a series offered in a Periodic Offering,
the Trustee may rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and the other
documents delivered pursuant to Sections 201 and 301 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

         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 of an authorized officer, 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 for such series which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in each case in form
satisfactory to the Trustee, 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



                                       25
<PAGE>

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 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 or in any other
office or agency of the Company in a Place of Payment being herein sometimes
referred to as the "Security Register") in which, subject to such reasonable
regulations as the Trustee 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 thereof, 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 and upon payment, if
the Company so requires, of the amounts hereinafter provided. 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, her or its 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



                                       26
<PAGE>

exchange of Securities, other than exchanges pursuant to Section 304, 906 or
1106 not involving any transfer.

         If the Securities of any series (or of any series and specified tenor)
are to be redeemed, 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 fifteen (15) days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption, and ending at the
close of business on the day of such mailing, or (B) to register the transfer of
or exchange any such 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 (1), (2), (3) and (4) below shall apply only
to Global Securities:

         (1) 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.

         (2) 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 (A) such Depositary has notified the Company that it is unwilling
or unable to continue as Depositary for such Global Security and a successor
Depositary has not been appointed by the Company within ninety (90) days of
receipt by the Company of such notification, (B) if at any time the Depositary
ceases to be a clearing agency registered under the Exchange Act at a time when
the Depositary is required to be so registered to act as such Depositary and no
successor Depositary shall have been appointed by the Company within ninety (90)
days after it became aware of such cessation, or (C) 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.

         Notwithstanding the foregoing, the Company may at any time in its sole
discretion determine that Securities issued in the form of a Global Security
shall no longer be represented in whole or in part by such Global Security, and
the Trustee, upon receipt of a Company Order therefor, shall authenticate and
deliver definitive Securities in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Global Security in
exchange in whole or in part for such Global Security.

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

         (4) 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



                                       27
<PAGE>

Section, Section 304, 306, 906 or 1106 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 upon the written request of any officer of the Company, the
Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and 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 all outstanding principal and interest on
such Security to the Holder of such Security, if there shall be delivered to the
Company and the Trustee the items listed in clauses (i) and (ii) in the
preceding paragraph.

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

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

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

Section 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.



                                       28
<PAGE>

         Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, 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 (1) or (2) below:

         (1) 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, will be held in trust, for the
benefit of the Persons entitled to such Defaulted Interest as provided in this
Clause. Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest, which date shall be not more than fifteen (15) days and
not less than ten (10) days prior to the date of the proposed payment, and not
less than ten (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 ten (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 (2).

         (2) 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, if any, on which such Securities may be
listed, and upon such notice as may be required by such exchange, if, after
written notice given by the Company to the 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 same rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

         Subject to the provisions of Section 1502, in the case of any Security
(or any part thereof) which is converted after any Regular Record Date and on or
prior to the next succeeding Interest Payment Date (other than any Security the
principal of (or premium, if any, on) which shall become due and payable,
whether at Stated Maturity or by declaration of acceleration prior to such
Interest Payment Date), interest whose Stated Maturity is on such Interest
Payment Date



                                       29
<PAGE>

shall be payable on such Interest Payment Date notwithstanding such conversion
and such interest (whether or not punctually paid or duly provided for) shall be
paid to the Person in whose name that Security (or any one or more Predecessor
Securities) is registered at the close of business on such Regular Record Date.
Except as otherwise expressly provided in the immediately preceding sentence or
in Section 1502, in the case of any Security (or any part thereof) which is
converted, interest whose Stated Maturity is after the date of conversion of
such Security (or such part thereof) shall not be payable.

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. Neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

         With respect to Global Securities, the Company, the Trustee, any Paying
Agent and the Registrar shall be entitled to treat the Person in whose name such
Security is registered as the absolute owner of such Security for all purposes
of this Indenture, and neither the Company, the Trustee, any Paying Agent or the
Registrar shall have any obligation to any beneficial owner of such Global
Security. Without limiting the preceding sentence, neither the Company, the
Trustee, any Paying Agent or the Registrar shall have any responsibility or
obligation with respect to: (i) the accuracy of the records of any Depositary or
any other Person with respect to any ownership interest in Global Securities,
(ii) the delivery to any Person, other than a Holder, of any notice with respect
to Global Securities, including any notice of redemption or refunding, (iii) the
selection of the particular Securities or portions thereof to be redeemed or
refunded in the event of a partial redemption or refunding of part of the
Securities, or (iv) the payment to any Person, other than a Holder, of any
amount with respect to the principal of, redemption premium, if any, or interest
on Global Securities.

         Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any Depositary, as a Holder, with respect to
such Global Security, or impair, as between such Depositary and owners of
beneficial interests in such Global Security, the operation of customary
practices governing the exercise of the rights of such Depositary as Holder of
such Global Security.

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 canceled. 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



                                       30
<PAGE>

previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly canceled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. All canceled Securities held by the Trustee shall be disposed of in
its customary manner or as directed by a Company Order; provided, however, that
the Trustee shall not be required to destroy such canceled Securities.

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 (12) 30-day months.

Section 311. CUSIP NUMBERS.

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

                                   Article IV.
                           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

 (1)     either

                  (A) all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306 and (ii) Securities for
which the payment of 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

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

                           (i)      have become due and payable, or

                                       31
<PAGE>

                           (ii)  will become due and payable at their Stated
         Maturity within one (1) year, or

                           (iii) are to be called for redemption within one (1)
         year under arrangements satisfactory to the Trustee for the giving of
         notice of redemption by the Trustee in the name, and at the expense, of
         the Company, and the Company, in the case of (i), (ii) or (iii) above,
         has deposited or caused to be deposited with the Trustee as trust funds
         in trust for the purpose (i) money in an amount, (ii) Government
         Obligations (as defined in Section 1304) which through the scheduled
         payment of principal and interest in respect thereof in accordance with
         their terms will provide, not later than the due date of any payment,
         money in an amount, or (iii) a combination thereof, sufficient, in the
         case of (ii) or (iii) above, 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 to pay and discharge, the
         entire indebtedness on such Securities not theretofore delivered to the
         Trustee for cancellation, for principal and any premium, any mandatory
         sinking fund payments 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;

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

         (3) the Company has delivered to the Trustee an Officer's 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 Company to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive such satisfaction and discharge.

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.

                                       32
<PAGE>

                                   Article V.
                                    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 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):

         (1) 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 [thirty (30) days]; provided, however, that if the Company is
permitted by the terms of the Securities of such series to defer the payment in
question, the date on which such payment is due and payable shall be the date on
which the Company is required to make payment following such deferral, if such
deferral has been elected pursuant to the terms of the Securities; or

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

         (3) default in the making of any sinking fund payment, when and as due
by the terms of a Security of that series, and continuance of such default for a
period of sixty (60) days; or

         (4) default in the performance, or breach, of any covenant of the
Company in this Indenture (other than a covenant of a default in which
performance or breach is elsewhere in this Section specifically dealt with, or
which has expressly been included in this Indenture solely for the benefit of a
series of Securities other than that series), and continuance of such default or
breach for a period of ninety (90) days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that 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, unless the Trustee, or the Trustee and the
Holders of a principal amount of Securities of such series not less than the
principal amount of Securities the Holders of which gave such notice, as the
case may be, shall agree in writing to an extension of such period prior to its
expiration; provided, however, that the Trustee, or the Trustee and the Holders
of such principal amount of Securities of such series, as the case may be, shall
be deemed to have agreed to an extension of such period if corrective action is
initiated by the Company within such period and is being diligently pursued; or

         (5) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial



                                       33
<PAGE>

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 ninety (90) consecutive
days; or

         (6) the commencement by the Company 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 it to the entry of a decree or order
for relief in respect of the Company 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 it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable federal or state law, or
the consent by it 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 of any substantial part
of its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the authorization of any such action by the
Board of Directors; or

         (7) any other Event of Default provided in the Board Resolution or the
form of Security with respect to Securities of that series.

Section 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, 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 described under Section 501(5) or (6) occurs and
is continuing, then the principal amount of all the Securities then Outstanding
and the interest accrued thereon, if any, shall become immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

         At any time after such a declaration of acceleration with respect to
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 such series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

         (1) the Company has paid or deposited with the Trustee a sum sufficient
to pay (A) all overdue interest on all Securities of that series, (B) the
principal of (and premium, if any, on) any Securities of that series which has
become due otherwise than by such declaration of acceleration and any interest
thereon at the rate or rates prescribed therefor in such Securities,



                                       34
<PAGE>

(C) 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 (D)
all sums paid or advanced by the Trustee hereunder, all other amounts due to the
Trustee under Section 607 and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel; and

         (2) 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
has 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.

Section 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

         The Company covenants that if

         (1) 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
thirty (30) days, or

         (2) 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 and
such other amount due the Trustee under Section 607 in respect of such
Securities.

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

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, either at law or in equity or in
bankruptcy or otherwise, 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 vested in the Trustee by this
Indenture or by law.



                                       35
<PAGE>

Section 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of any judicial proceeding relative to the Company or any
Security Guarantor (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 file and prove a claim or claims for the whole amount of principal and
interest and other amounts due and payable in respect of the Securities of any
series, and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
amounts payable to the Trustee under Section 607) and of the Holders allowed in
any judicial proceedings relative to the Company or other obligor under the
Securities, 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, the Securities or
the Security Guarantees may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.

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

                                       36
<PAGE>

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 in respect of which moneys have
been collected 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 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; and

         Third: To the payment of the balance, if any, to the Company.

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

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

         (2) the Holders of not less than 25% in aggregate principal amount of
the Outstanding Securities of all affected series, considered as one class, or,
in the case of an Event of Default of the character specified above in Section
501(1), (2) or (3), 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; and

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

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

         (5) no direction inconsistent with such written request has been given
to the Trustee either before or during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of all affected
series, considered as one class, or, in the case of an Event of Default of the
character specified above in Section 501(1), (2) or (3), 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 or any Security 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

                                       37
<PAGE>

Indenture or any Security, except in the manner herein provided and for the
equal and ratable benefit of all of such Holders of the applicable series.

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, subject to Section 507, by the Holders, as
the case may be.

Section 512. CONTROL BY HOLDERS.

         The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any affected series shall have the right to direct the
time, method and place of conducting any



                                       38
<PAGE>
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

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

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

         (3) such Holders shall have offered to the Trustee such reasonable
indemnity as it may require against costs, expenses and liabilities to be
incurred therein or thereby, and

         (4) subject to the provisions of Section 601, the Trustee shall have
the right to decline to follow any such direction if (a) the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee, determine that
the proceeding so directed would involve the Trustee in personal liability, (b)
the Trustee, being advised by counsel, shall determine that the action or
proceeding so directed may not lawfully be taken, or (c) the Trustee in good
faith shall so determine that the actions or forbearances specified in or
pursuant to such direction would be unduly prejudicial to the interests of
Holders of the Securities of all affected series not joining in the giving of
said direction, it being understood that (subject to Section 601) the Trustee
shall have no duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to such Holders.

         If an Event of Default is continuing with respect to all Outstanding
Securities, the Holders of a majority in principal amount of all the Outstanding
Securities, considered as one class, shall have the right to make such
direction, and not the Holders of Securities of any one series.

Section 513. WAIVER OF PAST DEFAULTS.

         The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities of all series with respect to which any default or
Event of Default under the Indenture shall have occurred and be continuing
(voting as one class) may, on behalf of the Holders of all Securities of all
such series, waive such past default or Event of Default under the Indenture and
its consequences, except a default

         (1) in the payment of the principal of or any premium or interest on
any Security of such series, or

         (2) in respect of a covenant or provision hereof which under Article IX
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of the series affected.

         Upon any such waiver, such default shall cease to exist and be deemed
not to have occurred, and any Event of Default arising therefrom shall be deemed
to have been cured and not to have occurred, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

                                       39
<PAGE>
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, including legal fees and expenses 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 (i) any suit
instituted by the Trustee, (ii) any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or (iii) any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any) or
interest on any Security on or after the respective Stated Maturities expressed
in such Security (or, in the case of redemption, on or after the Redemption
Date).

Section 515. WAIVER OF STAY OR EXTENSION LAWS.

         The Company and each of the Security Guarantors covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Company and each of the Security Guarantors (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 VI.
                                   THE TRUSTEE

Section 601. CERTAIN DUTIES AND RESPONSIBILITIES.

         The duties and responsibilities of the Trustee shall be as specifically
provided in this Indenture and no duties shall be inferred or implied against
the Trustee. 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 any risk or
liability is not reasonably assured to it. Whether or not herein 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 give the Holders of Securities of such series notice of such
default as and to the extent provided by Section 313(c) of the Trust Indenture
Act; provided, however, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least thirty (30) days after the
occurrence thereof;



                                       40
<PAGE>

provided, further, that no such notice shall be required if in each case, such
defaults have been cured before the mailing or publication of such notice. 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:

         (1) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note or other paper or document (whether in original or facsimile
form) including, without limitation, any Board Resolution or Officer's
Certificate delivered in accordance with Section 301, believed by it to be
genuine and to have been signed or presented by the proper party or parties;

         (2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order or as otherwise
expressly provided herein, and any resolution of the Board of Directors shall be
sufficiently evidenced by a Board Resolution;

         (3) 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 Officer's Certificate;

         (4) the Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel with respect to legal matters
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;

         (5) 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 satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;

         (6) 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, at reasonable
times previously notified to the Company, to examine the relevant books, records
and premises of the Company, personally or by agent or attorney at the sole cost
of the Company and shall incur no liability or additional liability of any kind
by reason of such inquiry or investigation;



                                       41
<PAGE>

         (7) 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;

         (8) the Trustee's immunities and protections from liability and its
right to indemnification in connection with the performance of its duties under
this Indenture shall extend to the Trustee's officers, directors, agents,
attorneys and employees. Such immunities and protections and right to
indemnification, together with the Trustee's right to compensation, shall
survive the Trustee's resignation or removal, the discharge of this Indenture,
and final payment of the Securities;

         (9) the Trustee may execute any of its trusts or powers or perform any
duties under this Indenture either directly or by or through agents or
attorneys, and may in all cases pay, subject to reimbursement as provided
herein, such reasonable compensation as it deems proper to all such agents and
attorneys reasonably employed or retained by it, and the Trustee shall not be
responsible for any misconduct or negligence of any agent or attorney appointed
with due care by it;

         (10) the Trustee is not required to take notice or deemed to have
notice of any default or Event of Default hereunder, except Events of Default
under Sections 501(1), (2) and (3), unless a Responsible Officer of the Trustee
has actual knowledge thereof or has received notice in writing of such default
or Event of Default from the Company or the Holders of at least [25%] in
aggregate principal amount of the Outstanding Securities, and in the absence of
any such notice, the Trustee may conclusively assume that no such default or
Event of Default exists; and

         (11) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
the Holders pursuant to Section 512 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture.

Section 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

         The recitals contained herein and in the Securities and in any Security
Guarantees, except the Trustee's certificates of authentication, shall be taken
as the statements of the Company or the Security Guarantors, as the case may be,
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, of the Securities or of any Security
Guarantees. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of any of the 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 with the same rights it
would have if it were not the Trustee, Authenticating Agent, Paying Agent,
Security Registrar or other agent and, subject to Sections 608 and 613, may
otherwise deal with the Company and receive, collect, hold and retain
collections from the



                                       42
<PAGE>

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. Neither the Trustee nor
any agent of the Trustee shall be under any liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

Section 607. COMPENSATION AND REIMBURSEMENT.

         The Company agrees:

         (1) to pay to the Trustee from time to time such compensation as shall
be agreed to in writing between the Company and the Trustee 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 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, willful misconduct or bad faith; and

         (3) to fully indemnify the Trustee and any predecessor Trustee (and
their respective directors, officers, agents and employees) for, and to hold
them harmless against, any and all loss, liability, fine, penalty, damage, claim
or expense, including taxes (other than taxes based on the income of the
Trustee) incurred without negligence, willful misconduct or bad faith on their
part, arising out of or in connection with the acceptance or administration of
this Indenture or the trust or trusts hereunder and its duties hereunder,
including, in each case, the costs and expenses of defending itself against any
claim, whether asserted by the Company, a Holder or any other Person, or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

         The obligations of the Company under this Section to compensate and
indemnify the Trustee and each predecessor trustee (and their respective
directors, officers, agents and employees) and to pay or reimburse the Trustee
and each predecessor trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture and the resignation or removal of the Trustee.

         The Trustee shall have a lien prior to the Securities upon all property
and funds held by it hereunder for any amount owing it or any predecessor
Trustee pursuant to this Section 607, except with respect to funds held in trust
for the benefit of the Holders of particular Securities pursuant to Articles XII
or XIII.

         Without limiting any rights available to the Trustee under applicable
law, when the Trustee incurs expenses or renders services in connection with an
Event of Default specified in



                                       43
<PAGE>

Section 501(5) or Section 501(6), the expenses (including the reasonable charges
and expenses of its counsel) and the compensation for such services, are
intended to constitute expenses of administration under any applicable federal
or state bankruptcy, insolvency or other similar law.

         The provisions of this Section shall survive the resignation or removal
of the Trustee and the termination of this Indenture.

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.

Section 609.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee hereunder with respect to the
Securities of each series, which may be the 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. 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 Company and to the retiring Trustee within thirty
(30) days after the giving of such notice of resignation, the resigning Trustee
may petition, at the expense of the Company, 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 aggregate principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company. Upon such removal, the Company may petition, at its expense, any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.



                                       44
<PAGE>

         If at any time:

         (1) the Trustee shall fail to comply with Section 608 with respect to
any series of Securities after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security of such series for at least
six (6) 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
(6) months may, on behalf of himself, herself or itself, 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 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 (1) 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, a copy of which appointing instrument shall be 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 (6) months
may, on behalf of himself, herself or itself 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.



                                       45
<PAGE>

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
such one or more series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept such appointment and which

         (1) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each 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,

         (2) 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

         (3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, 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 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.



                                       46
<PAGE>

         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, association or other entity into which the Trustee may
be merged or converted or with which it may be consolidated, or any corporation,
association or other entity resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation,
association or other entity succeeding to all or substantially all the corporate
trust business of the Trustee (including by sale or transfer of all or
substantially all of its corporate trust assets), shall be the successor of the
Trustee hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, provided that such corporation,
association or other entity shall be otherwise qualified and eligible under this
Article. 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 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 Security Guarantor (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 Security Guarantor (or any
such other obligor).

Section 614. APPOINTMENT OF AUTHENTICATING AGENT.

         The Trustee may appoint an Authenticating Agent or Agents acceptable to
the Company 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 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 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



                                       47
<PAGE>

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 all or substantially all the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided that 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 Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

         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:




                                       48
<PAGE>


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

                                   [___________________], as Trustee



                                   By: ______________________________________
                                        As Authenticating Agent



                                   By: ______________________________________
                                        Authorized Signatory


Section 615. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY.

         Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable to the Company for any action taken
by, or omission of, the Trustee in accordance with a proposal included in such
application on or after the date specified in such application (which date shall
not be less than five (5) Business Days after the date any officer of the
Company actually receives such application, unless any such officer shall have
consented in writing to any earlier date) unless prior to taking any such action
(or the effective date in the case of an omission), the Trustee shall have
received written instructions in response to such application specifying the
action to be taken or omitted.

                                  Article VII.
                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:

         (1) semi-annually on a date not more than fifteen (15) days after each
Regular Record Date, 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
such Regular Record Date, and

         (2) at such other times as the Trustee may request in writing, within
thirty (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 fifteen (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.



                                       49
<PAGE>

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. If
required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within
sixty (60) days after each May 15 following the date of this Indenture, deliver
to Holders a brief report, dated as of such May 15, which complies with the
provisions of such Section 313(a) of the Trust Indenture Act.

         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 promptly notify the Trustee when any Securities are listed on any stock
exchange or any delisting thereof.

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 fifteen (15) days after the same is so required to be filed with
the Commission. Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer's Certificates).

         Upon the written request and at the expense of and payable in advance
by any Holder, the Trustee shall provide such reports, information or documents
as have been provided to it under this Section 704. The Trustee shall not have
any obligation to review any report, information or



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<PAGE>

documents provided to the Trustee by the Company pursuant to this Section 704,
nor shall the Trustee be deemed to have notice of any item contained therein or
Event of Default which may be disclosed therein in any manner. The Trustee's
sole responsibility with respect to such reports shall be to act as the
depository for such reports for the Holders and to make such reports available
to the Holders in accordance with this Section 704. The Trustee shall have no
duty to request copies of any such reports, information or documents which are
required to be furnished to it hereunder.

                                  Article VIII
                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

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 all or substantially all of its properties and
assets to any Person, and no Person shall consolidate with or merge into the
Company or convey, transfer or lease all or substantially all of its properties
and assets to the Company, unless:

         (1) 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 organized and existing under the laws of the United States of America or
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 premium, if any) and interest on all the Securities and the performance of
every covenant of this Indenture on the part of the Company to be performed or
observed;

         (2) immediately prior to and after giving effect to such transaction,
no Event of Default, and no event which, after notice of lapse of time, or both,
would become an Event of Default, shall have occurred and be continuing;

         (3) such other conditions as may be specified pursuant to Section 301
with respect to the Securities of any series shall have been satisfied; and

         (4) the Company shall deliver to the Trustee an Officer's Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance or transfer 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 have been complied with; and the Trustee, subject to Section 601,
may rely upon such Officer's Certificate and Opinion of Counsel as conclusive
evidence that such transaction complies with this Section 801 and the other
provisions of this Indenture.

Section 802. SUCCESSOR SUBSTITUTED.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance or transfer of the properties and
assets of the Company as an entirety



                                       51
<PAGE>

or 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 or transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company
herein, and thereafter the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.

         Such successor Person may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor Person
instead of the Company, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication pursuant to such
provisions and any Securities which such successor Person thereafter shall cause
to be signed and delivered to the Trustee on its behalf for the purpose pursuant
to such provisions. All the Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution hereof.

         In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate.

                                   Article IX.
                             SUPPLEMENTAL INDENTURES

Section 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

         (1) to evidence the succession of another Person to the Company or such
Security Guarantor and the assumption by any such successor of the covenants of
the Company or such Security Guarantor herein and in the Securities and/or in
any Security Guarantee, as the case may be; or

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

         (3) 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



                                       52
<PAGE>

all series of Securities, stating that such additional Events of Default are
expressly being included solely for the benefit of such series); or

         (4) 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 facilitate the issuance of Securities in
uncertificated form; or

         (5) 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 (A) shall neither (i) 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 (ii) modify the rights of the
Holder of any such Security with respect to such provision, as determined by the
Trustee (which determination may be based on an Opinion of Counsel), or (B)
shall become effective only when there is no such Security Outstanding; or

         (6) to provide for additional Security Guarantees; or

         (7) to secure the Securities or any Security Guarantee; or

         (8) to establish the form or terms of Securities of any series
(including any applicable Security Guarantee) as permitted by Sections 201 and
301, or to establish the form or term of any Security Guarantee; or

         (9) to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Securities of one or more series and
to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section 611;
or

         (10) 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 (10)
shall not adversely affect the interests of the Holders of Securities of any
series in any material respect, as determined by the Trustee (which
determination may be based on an Opinion of Counsel).

Section 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of all series affected
by such supplemental indenture (voting as one class), by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, the Security Guarantors 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 any supplemental indenture, or modifying in any manner the
rights of the Holders of Securities under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,



                                       53
<PAGE>

         (1) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security (other than pursuant to the terms
of such 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 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

         (2) 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

         (3) modify any of the provisions of this Section, Section 513 or
Section 1006, 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 1006, or the deletion of this
proviso, in accordance with the requirements of Sections 611 and 901(9). 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 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
Officer's Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture and
complies with the applicable provisions of this Indenture. The Trustee is hereby
authorized to join the Company in the execution of any such supplemental
indentures, to make any further appropriate agreements and stipulations that may
be therein contained and to accept the conveyance, transfer, assignment,
mortgage or pledge of any property thereunder, but the Trustee shall not be
obligated to enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.



                                       54
<PAGE>

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 or as to any action
taken by Holders. If the Company or the Trustee 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.

Section 907. SUBORDINATION UNIMPAIRED.

         This Indenture may not be amended to alter the subordination of any of
the Outstanding Securities without the written consent of each holder of Senior
Indebtedness then outstanding that would be adversely affected thereby.

                                   Article X.
                                    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 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



                                       55
<PAGE>

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, on or 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) hold all sums held by it for
the payment of the principal of (and premium, if any) or interest on Securities
in trust for the benefit of the Persons entitled thereto until such sums shall
be paid to such Persons or otherwise disposed of as herein provided, (2) give
the Trustee notice of any default by the Company (or any other obligor upon the
Securities) in the making of any payment of principal (and premium, if any) or
interest when the same shall be due and payable, (3) comply with the provisions
of the Trust Indenture Act applicable to it as a Paying Agent and (4) 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 hereunder 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.



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<PAGE>

         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 not applied but remaining unclaimed
or two (2) years after such principal, premium or interest has become due and
payable shall be paid to the Company on Company Request unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property laws, 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 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 the Borough of Manhattan, The City of
New York, New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than thirty (30) days from the
date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

Section 1004. CORPORATE EXISTENCE.

         Subject to Article VIII, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises.

Section 1005. STATEMENT BY OFFICERS AS TO DEFAULT.

         The Company will deliver to the Trustee, on or before a date not more
than four months after the end of each calendar year, or on or before such other
day in each calendar year as the Company and the Trustee may from time to time
agree upon, an Officer's Certificate, stating whether or not to the best
knowledge of the signer 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 such officer may have knowledge.

         The Company shall deliver to the Trustee, as soon as possible and in
any event within five days after the Company becomes aware of the occurrence of
any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers' Certificate setting
forth the details of such Event of Default or default and the action which the
Company proposes to take with respect thereto.

Section 1006. 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 Section 301(15),
901(2) or 901(8) for the benefit of the Holders of such series if, before the
time for such compliance, the Holders of not less than a majority in aggregate




                                       57
<PAGE>

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 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 XI.
                            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, the Company shall, at least forty-five (45) days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, 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 (A) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, or (B)
pursuant to an election of the Company which is subject to a condition specified
in the terms of such Securities or elsewhere in this Indenture, the Company,
prior to the giving of any notice of redemption to Holders pursuant to this
Section, shall furnish the Trustee with an Officer's Certificate evidencing
compliance with such restriction or condition.

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 sixty (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 sixty (60) days



                                       58
<PAGE>

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 the 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 thirty (30) nor more than sixty (60) days prior to
the Redemption Date, to each Holder of Securities to be redeemed, at his, her or
its address appearing in the Security Register.

         All notices of redemption shall identify the Securities to be redeemed
(including CUSIP number(s)) and shall state:

         (1) the Redemption Date;

         (2) the Redemption Price;

         (3) if less than all the Outstanding Securities of any series and of a
specified tenor 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 and of a
specified tenor consisting of a single Security are to be redeemed, the
principal amount of the particular Security to be redeemed;

         (4) that on the Redemption Date the Redemption Price, together with
accrued interest, if any, to the Redemption Date, 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;

         (5) the place or places where each such Security is to be surrendered
for payment of the Redemption Price and accrued interest, if any, unless it
shall have been specified as contemplated by Section 301 with respect to such
Securities that such surrender shall not be required;

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



                                       59
<PAGE>

         (7) such other matters as the Company shall deem desirable or
appropriate.

         Unless otherwise specified with respect to any Securities in accordance
with Section 301, with respect to any redemption of Securities at the election
of the Company, unless, upon the giving of notice of such redemption, Defeasance
shall have been effected with respect to such Securities pursuant to Section
1302, such notice may state that such redemption shall be conditional upon the
receipt by the Trustee or the Paying Agent(s) for such Securities, on or prior
to the date fixed for such redemption, of money sufficient to pay the principal
of and any premium and interest on such Securities, and that if such money shall
not have been so received, such notice shall be of no force or effect and the
Company shall not be required to redeem such Securities. In the event that such
notice of redemption contains such a condition and such money is not so
received, the redemption shall not be made and, within a reasonable time
thereafter, notice shall be given, in the manner in which the notice of
redemption was given, that such money was not so received and such redemption
was not required to be made, and the Trustee or Paying Agent(s) for the
Securities otherwise to have been redeemed shall promptly return to the Holders
thereof any of such Securities which had been surrendered for payment upon such
redemption.

         Notice of redemption of Securities to be redeemed at the election of
the Company, and any notice of non-satisfaction of redemption as aforesaid,
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. Subject to the preceding paragraph,
any such notice of redemption shall be irrevocable.

Section 1105. DEPOSIT OF REDEMPTION PRICE.

         On or prior to the Redemption Date specified in the notice of
redemption given as provided in Section 1104, the Company will deposit with the
Trustee or with one or more Paying Agents (or if the Company is acting as its
own Paying Agent, the Company will segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price of; and
any 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, and the
conditions, if any, set forth in such notice having been satisfied, the
Securities or portions thereof 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, in the case of an unconditional notice of redemption,
the Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities or portions thereof, if interest-bearing,
shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance with said notice, such Security, or portion thereof, shall be paid
by the Company at the Redemption Price, together with accrued interest, if any,
to the Redemption Date; provided, however, that no such surrender shall be a
condition to such payment if so specified as contemplated by Section 301 with
respect to such Security, and, provided further, 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



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<PAGE>

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, her or
its 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.

                                  Article XII.
                                  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



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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 forty-five (45) days prior to each sinking fund payment
date for any Securities, the Company will deliver to the Trustee an Officer's
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 stating the basis for such credit and that such Securities
have not been previously so credited and the Company will also deliver to the
Trustee any Securities to be so delivered. Not less than thirty (30) 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 shall 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 1105 and 1106.

                                  Article XIII.
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1301. APPLICABILITY OF ARTICLE.

         Unless, pursuant to Section 301, provision is made that either or both
of (A) defeasance of any Securities or any series of Securities under Section
1302 and (B) covenant defeasance of any Securities or any series of Securities
under Section 1303 shall not apply to such Securities of a series, then the
provisions of either or both of Sections 1302 and Section 1303, as the case may
be, together with Sections 1304 and 1305, shall be applicable to the Outstanding
Securities of such series upon compliance with the conditions set forth below in
this Article.

Section 1302. DEFEASANCE AND DISCHARGE.

         The Company may cause itself to be discharged from its obligations with
respect to any Securities or any series of Securities 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: (1) 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, (2) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003 and with respect to the Trustee under Section 607, (3) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (4) this
Article. Subject to compliance with this Article, Defeasance with respect to any


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Securities or any series of Securities by the Company is permitted under this
Section 1302 notwithstanding the prior exercise by the Company of its rights
under Section 1303 with respect to such Securities. Following a Defeasance,
payment of such Securities may not be accelerated because of an Event of
Default.

Section 1303. COVENANT DEFEASANCE.

         The Company may cause itself to be released from its obligations under
any covenants provided pursuant to Section 301(15), 901(2), 901(7) or 901(8)
with respect to any Securities or any series of Securities for the benefit of
the Holders of such Securities and the occurrence of any event specified in
Sections 501(4) (with respect to any such covenants provided pursuant to Section
301(15), 901(2), 901(7) or 901(8)) or 501(7) shall be deemed not to be or result
in an Event of Default with respect to such Securities as provided in this
Section, in each case 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 Section 501(4)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.

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:

         (1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities, (A) money in an amount, or
(B) Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than the due date of any payment, money in an amount, or (C) a combination
thereof, sufficient, in the case of (B) or (C), 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 to pay and discharge, the principal of and any
premium, mandatory sinking fund payment and interest on such Securities on the
respective Stated Maturities or on any Redemption Date established pursuant to
Clause (3) below, in accordance with the terms of this Indenture and such
Securities. As used herein, "Government Obligation" means (x) any security which
is (i) a direct obligation of the United States of America or the government
which issued the foreign currency in which such Securities are payable, for the
payment of which its full faith and credit 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 or such government which issued the foreign
currency in which such Securities are payable, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America or such other government, which, in either case (i) or (ii),
is not callable or redeemable at the option of the issuer thereof, and (y) any
depositary



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receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act)
as custodian with respect to any 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 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 Government Obligation or
the specific payment of principal or interest evidenced by such depositary
receipt.

         (2) 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 Sections 501(5) and (6), 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).

         (3) If the Securities are to be redeemed prior to Stated Maturity
(other than from mandatory sinking fund payments or analogous payments), notice
of such redemption shall have been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee shall have been made.

         (4) 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.

         (5) Such Covenant Defeasance shall not cause the Trustee to have a
conflicting interest as defined in Section 608 or for the purposes of the Trust
Indenture Act with respect to any securities of the Company.

Section 1305. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
               MISCELLANEOUS PROVISIONS.

         Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (including the proceeds thereof) deposited with
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.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 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 Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the



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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.

                                  Article XIV.
                                  SUBORDINATION

Section 1401. APPLICABILITY OF ARTICLE.

         The provisions of this Article shall be applicable to the Securities of
any series which are expressly subordinate to Senior Indebtedness ("Subordinated
Securities").

Section 1402. SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS.

         Subject to Section 301(16) for any series of Securities which are
Subordinated Securities, the Company covenants and agrees, and each Holder of a
Subordinated Security, by his, her or its acceptance thereof, likewise covenants
and agrees, that the indebtedness represented by the Subordinated Securities and
the payment of the principal of and any premium or interest on each and all of
the Subordinated Securities is subordinate, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of all
Senior Indebtedness. Senior Indebtedness shall continue to be Senior
Indebtedness and entitled to the benefits of these subordination provisions
irrespective of any amendment, modification or waiver of any term of the Senior
Indebtedness or extension or renewal of the Senior Indebtedness.

         In the event (a) of any payment by, or distribution of assets of, the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution, winding-up, liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, or (b) subject to the provisions of Section
1403 that (i) a default shall have occurred and be continuing with respect to
the payment of principal, interest or any other monetary amounts due and payable
on any Senior Indebtedness, and such default shall have continued beyond the
period of grace, if any, specified in the instrument evidencing such Senior
Indebtedness (and the Trustee shall have received written notice thereof from
the Company or one or more holders of Senior Indebtedness or their
representative or representatives, or the trustee or trustees under any
indenture pursuant to which any such Senior Indebtedness may have been issued),
or (ii) the maturity of any Senior Indebtedness shall have been accelerated
because of a default in respect of such Senior Indebtedness (and the Trustee
shall have received written notice thereof from the Company or one or more
holders of Senior Indebtedness or their representative or representatives, or
the trustee or trustees under any indenture pursuant to which any such Senior
Indebtedness may have been issued), then:

                  the holders of all Senior Indebtedness shall first be entitled
         to receive, in the case of (a) above, payment of all amounts due or to
         become due upon all Senior Indebtedness (including interest after the
         commencement of any bankruptcy proceeding at the rate specified in the
         applicable Senior Indebtedness) and, in the case of subclauses (i) and
         (ii) of clause (b) above, payment of all amounts due thereon, or
         provision shall be made for



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         such payment in money or money's worth, before the Holders of any of
         the Subordinated Securities are entitled to receive any payment on
         account of the principal of or any premium or interest on the
         indebtedness evidenced by the Subordinated Securities, including,
         without limitation, any payments made pursuant to Article XI or Article
         XII;

                  any payment by, or distribution of assets of, the Company of
         any kind or character, whether in cash, property or securities, to
         which the Holders of any of the Subordinated Securities would be
         entitled except for the provisions of this Article, including any such
         payment or distribution which may be payable or deliverable by reason
         of the payment of any other indebtedness of the Company being
         subordinated to the payment of such Subordinated Securities, shall be
         paid or delivered by the Person making such payment or distribution,
         whether a trustee in bankruptcy, a receiver or liquidating trustee or
         otherwise, directly to the holders of such Senior Indebtedness or their
         representative or representatives or to the trustee or trustees under
         any indenture under which any instruments evidencing any of such Senior
         Indebtedness may have been issued, ratably according to the aggregate
         amounts remaining unpaid on account of such Senior Indebtedness held or
         represented by each, to the extent necessary to make payment in full of
         all Senior Indebtedness remaining unpaid after giving effect to any
         concurrent payment or distribution (or provision therefor) to the
         holders of such Senior Indebtedness, before any payment or distribution
         is made to the Holders of the indebtedness evidenced by such
         Subordinated Securities;

                  in the event that, notwithstanding the foregoing, any payment
         by, or distribution of assets of, the Company of any kind or character,
         whether in cash, property or securities, including any such payment or
         distribution which may be payable or deliverable by reason of the
         payment of any other indebtedness of the Company being subordinated to
         the payment of such Securities, in respect of principal of, or any
         premium or interest on, any of the Subordinated Securities or in
         connection with the repurchase by the Company of any of the
         Subordinated Securities, shall be received by the Trustee or the
         Holders of any of the Subordinated Securities when such payment or
         distribution is prohibited pursuant to this Section, such payment or
         distribution shall be paid over to the holders of such Senior
         Indebtedness or their representative or representatives or to the
         trustee or trustees under any indenture pursuant to which any
         instruments evidencing any such Senior Indebtedness may have been
         issued, ratably as aforesaid, for application to the payment of all
         Senior Indebtedness remaining unpaid until all such Senior Indebtedness
         shall have been paid in full, after giving effect to any concurrent
         payment or distribution (or provision therefor) to the holders of such
         Senior Indebtedness; and

                  the Company also may not make any payment upon or in respect
         of the Subordinated Securities if (i) a default in the payment of the
         principal of, premium, if any, or interest on Senior Indebtedness
         occurs and is continuing beyond any applicable period of grace or (ii)
         any other default occurs and is continuing with respect to Designated
         Senior Indebtedness that currently, or with the passage of time or
         giving of notice, permits holders of the Designated Senior Indebtedness
         as to which such default relates to accelerate its maturity and, in the
         case of any such default described in this clause (ii), the Trustee
         receives a notice of such default of the type referred to in this
         clause (ii) (a "Payment Blockage Notice") from the Company or the
         holders of any



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         Designated Senior Indebtedness. Payments on the Subordinated Securities
         may and shall be resumed (a) in the case of a payment default, upon the
         date on which such default is cured or waived in writing by the holders
         of the applicable Senior Indebtedness (b) in case of a nonpayment
         default, the earlier of the date on which such nonpayment default is
         cured or waived in writing by the holders of Designated Senior
         Indebtedness or 179 days after the date on which the applicable Payment
         Blockage Notice is received by the Trustee, unless the maturity of any
         Designated Senior Indebtedness has been accelerated. No new period of
         payment blockage may be commenced under clause (ii) above unless and
         until (i) 360 days have elapsed since the effectiveness of the
         immediately prior Payment Blockage Notice and (ii) all scheduled
         payments of principal of, premium, if any, and interest on the
         Subordinated Securities that have come due have been paid in full in
         cash. No nonpayment default that existed or was continuing on the date
         of delivery of any Payment Blockage Notice to the Trustee shall be, or
         be made, the basis for a subsequent Payment Blockage Notice unless such
         default shall have been waived in writing or cured for a period of not
         less than 180 days. If the Company makes any payment to the Trustee or
         any Holder of any Subordinated Securities prohibited by the foregoing,
         such payment will be required to be held in trust for, and paid over
         to, the holders of Senior Indebtedness (or the representatives
         thereof).

         Notwithstanding the foregoing, at any time after the 90th day following
the date of deposit of money or Government Obligations pursuant to Section 1304
(provided all other conditions set out in such Section shall have been
satisfied) the funds so deposited and any interest thereon will not be subject
to any rights of holders of Senior Indebtedness including, without limitation,
those arising under this Article.

         For purposes of this Article XIV, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other Person
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article with respect to
the Subordinated Securities to the payment of all Senior Indebtedness which may
at the time be outstanding; provided that (i) the indebtedness or guarantee of
indebtedness, as the case may be, that constitutes Senior Indebtedness is
assumed by the Person, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of the Senior Indebtedness are
not, without the consent of each such holder adversely affected thereby, 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 its property
as an entirety, or substantially as an entirety, to another Person upon the
terms and conditions provided for in Article VIII hereof shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section if such other Person shall, as part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article VIII
hereof.

Section 1403. DISPUTES WITH HOLDERS OF CERTAIN SENIOR INDEBTEDNESS.

         Any failure by the Company to make any payment on or perform any other
obligation under Senior Indebtedness, other than any indebtedness incurred by
the Company or assumed or guaranteed, directly or indirectly, by the Company for
money borrowed (or any deferral,



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renewal, extension or refunding thereof) or any indebtedness or obligation as to
which the provisions of this Section shall have been waived by the Company in
the instrument or instruments by which the Company incurred, assumed, guaranteed
or otherwise created such indebtedness or obligation, shall not be deemed a
default or event of default under Section 1402(b) if (i) the Company shall be
disputing its obligation to make such payment or perform such obligation and
(ii) either (A) no final judgment relating to such dispute shall have been
issued against the Company which is in full force and effect and is not subject
to further review, including a judgment that has become final by reason of the
expiration of the time within which a party may seek further appeal or review,
or (B) in the event of a judgment that is subject to further review or appeal
has been issued, the Company shall in good faith be prosecuting an appeal or
other proceeding for review and a stay of execution shall have been obtained
pending such appeal or review.

Section 1404. SUBROGATION.

         Subject to the payment in full of all Senior Indebtedness, the Holders
of the Subordinated Securities shall be subrogated (equally and ratably with the
holders of all obligations of the Company which by their express terms are
subordinated to Senior Indebtedness of the Company to the same extent as the
Securities are subordinated and which are entitled to like rights of
subrogation) to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company
applicable to the Senior Indebtedness until all amounts owing on the
Subordinated Securities shall be paid in full, and as between the Company, its
creditors other than holders of such Senior Indebtedness and the Holders, no
such payment or distribution made to the holders of Senior Indebtedness by
virtue of this Article that otherwise would have been made to the Holders shall
be deemed to be a payment by the Company on account of such Senior Indebtedness,
it being understood that 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 Indebtedness, on the other hand.

Section 1405. OBLIGATION OF COMPANY UNCONDITIONAL.

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

         Upon payment or distribution of assets of the Company referred to in
this Article, the Trustee and the Holders shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which any such
dissolution, winding-up, liquidation or reorganization proceeding affecting the
affairs of the Company is pending or upon a certificate of the trustee in

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bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee
or agent or other person making any payment or distribution, delivered to the
Trustee or to the Holders, for the purpose of ascertaining the persons entitled
to participate in such payment or distribution, the holders of the Senior
Indebtedness 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.

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

Section 1406. PAYMENTS ON SECURITIES PERMITTED.

         Nothing contained in this Article or elsewhere in this Indenture or in
the Subordinated Securities shall affect the obligations of the Company to make,
or prevent the Company from making, payment of the principal of or any premium
or interest on the Subordinated Securities in accordance with the provisions
hereof and thereof, except as otherwise provided in this Article.

Section 1407. EFFECTUATION OF SUBORDINATION BY TRUSTEE.

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

Section 1408. KNOWLEDGE OF 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 of moneys to
or by the Trustee in respect of the Subordinated Securities pursuant to the
provisions of this Article. Notwithstanding the provisions of this Article or
any other provisions of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of any
payment of moneys to or by the Trustee, or the taking of any other action by the
Trustee, unless and until the Trustee shall have received written notice thereof
mailed or delivered to the Trustee at its Corporate Trust Office from the
Company, any Holder, any paying agent or the holder or representative of any
Senior Indebtedness; provided that if at least two (2) Business Days prior to
the date upon which by the terms hereof any such moneys may become payable for
any purpose (including, without limitation, the payment of the principal or any
premium or interest on any



                                       69
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Security) the Trustee shall not have received with respect to such moneys the
notice provided for in this Section, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such moneys and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it within two (2) Business Days prior to or on or after such date.

Section 1409. TRUSTEE MAY HOLD SENIOR INDEBTEDNESS.

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

Section 1410. RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT IMPAIRED.

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

         With respect to the holders of Senior Indebtedness, (i) the duties and
obligations of the Trustee shall be determined solely by the express provisions
of this Indenture; (ii) the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this
Indenture; (iii) no implied covenants or obligations shall be read into this
Indenture against the Trustee; and (iv) the Trustee shall not be deemed to be a
fiduciary as to such holders.

Section 1411. TRUST MONEYS NOT SUBORDINATED.

         Notwithstanding anything contained herein to the contrary, payments
from money or Government Obligations held in trust under Article IV or Article
XIII by the Trustee for the payment of principal of and any premium or interest
on the Subordinated Securities shall not be subordinated to the prior payment of
any Senior Indebtedness of the Company or subject to the restrictions set forth
in this Article, and none of the Holders shall be obligated to pay over any such
amount to the Company or any holder of Senior Indebtedness or any other creditor
of the Company.

Section 1412. 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 shall otherwise
require) be construed as extending to and including such paying agent within its
meaning as fully for all intents and purposes, as if such paying agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that Sections 1408 and 1409 shall not apply to the Company if it acts
as its own paying agent.



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Section 1413. TRUSTEE; COMPENSATION NOT PREJUDICED.

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

                                   Article XV.
                            CONVERSION OF SECURITIES

Section 1501. APPLICABILITY OF ARTICLE.

         The provisions of this Article shall be applicable to the Securities of
any series which are convertible into shares of Common Stock of the Company, and
the issuance of such shares of Common Stock upon the conversion of such
Securities, except as otherwise specified as contemplated by Section 301 for the
Securities of such series.

Section 1502. EXERCISE OF CONVERSION PRIVILEGE.

         In order to exercise a conversion privilege, the Holder of a Security
of a series with such a privilege shall surrender such Security to the Company
at the office or agency maintained for that purpose pursuant to Section 1002,
accompanied by a duly executed conversion notice to the Company substantially in
the form set forth in Section 206 stating that the Holder elects to convert such
Security or a specified portion thereof. Such notice shall also state, if
different from the name and address of such Holder, the name or names (with
address) in which the certificate or certificates for shares of Common Stock
which shall be issuable on such conversion shall be issued. Securities
surrendered for conversion shall (if so required by the Company or the Trustee)
be duly endorsed by or accompanied by instruments of transfer in forms
satisfactory to the Company and the Trustee duly executed by the registered
Holder or its attorney duly authorized in writing; and Securities so surrendered
for conversion (in whole or in part) during the period from the close of
business on any Regular Record Date to the opening of business on the next
succeeding Interest Payment Date (excluding Securities or portions thereof
called for redemption during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business
Day after the next succeeding Interest Payment Date, or if such Interest Payment
Date is not a Business Day, the second such Business Day) shall also be
accompanied by payment in funds acceptable to the Company of an amount equal to
the interest payable on such Interest Payment Date on the principal amount of
such Security then being converted, and such interest shall be payable to such
registered Holder notwithstanding the conversion of such Security, subject to
the provisions of Section 307 relating to the payment of Defaulted Interest by
the Company. As promptly as practicable after the receipt of such notice and of
any payment required pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officer's Certificate, or
established in one or more indentures supplemental hereto setting forth the
terms of such series of Security, and the surrender of such Security in
accordance with such reasonable regulations as the Company may prescribe, the
Company shall issue and shall deliver, at the office or agency at which such
Security is surrendered, to such Holder or on its written order, a certificate
or certificates for the number of full shares of Common Stock issuable upon the
conversion of such Security (or specified portion thereof), in accordance with
the provisions of such Board Resolution, Officer's Certificate or supplemental
indenture, and cash as provided therein in



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respect of any fractional share of such Common Stock otherwise issuable upon
such conversion. Such conversion shall be deemed to have been effected
immediately prior to the close of business on the date on which such notice and
such payment, if required, shall have been received in proper order for
conversion by the Company and such Security shall have been surrendered as
aforesaid (unless such Holder shall have so surrendered such Security and shall
have instructed the Company to effect the conversion on a particular date
following such surrender and such Holder shall be entitled to convert such
Security on such date, in which case such conversion shall be deemed to be
effected immediately prior to the close of business on such date) and at such
time the rights of the Holder of such Security as such Security Holder shall
cease and the person or persons in whose name or names any certificate or
certificates for shares of Common Stock of the Company shall be issuable upon
such conversion shall be deemed to have become the Holder or Holders of record
of the shares represented thereby. Except as set forth above and subject to the
final paragraph of Section 307, no payment or adjustment shall be made upon any
conversion on account of any interest accrued on the Securities (or any part
thereof) surrendered for conversion or on account of any dividends on the Common
Stock of the Company issued upon such conversion.

         In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to or on the order of the Holder thereof, at the expense of the Company,
a new Security or Securities of the same series, of authorized denominations, in
aggregate principal amount equal to the unconverted portion of such Security.

Section 1503. NO FRACTIONAL SHARES.

         No fractional share of Common Stock of the Company shall be issued upon
conversions of Securities of any series. If more than one Security shall be
surrendered for conversion at one time by the same Holder, the number of full
shares which shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Securities (or specified portions thereof
to the extent permitted hereby) so surrendered. If, except for the provisions of
this Section 1403, any Holder of a Security or Securities would be entitled to a
fractional share of Common Stock of the Company upon the conversion of such
Security or Securities, or specified portions thereof, the Company shall pay to
such Holder an amount in cash equal to the current market value of such
fractional share computed, (i) if such Common Stock is listed or admitted to
unlisted trading privileges on a national securities exchange or market, on the
basis of the last reported sale price regular way on such exchange or market on
the last trading day prior to the date of conversion upon which such a sale
shall have been effected, or (ii) if such Common Stock is not at the time so
listed or admitted to unlisted trading privileges on a national securities
exchange or market, on the basis of the average of the bid and asked prices of
such Common Stock in the over-the-counter market, on the last trading day prior
to the date of conversion, as reported by the National Quotation Bureau,
Incorporated or similar organization if the National Quotation Bureau,
Incorporated is no longer reporting such information, or if not so available,
the fair market price as determined by the Board of Directors. For purposes of
this Section, "trading day" shall mean each Monday, Tuesday, Wednesday, Thursday
and Friday other than any day on which the Common Stock is not traded on the
Nasdaq National Market, or if the Common Stock is not traded on the Nasdaq
National Market, on the principal exchange or market on which the Common Stock
is traded or quoted.

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<PAGE>

Section 1504. ADJUSTMENT OF CONVERSION PRICE.

         The conversion price of Securities of any series that is convertible
into Common Stock of the Company shall be adjusted for any stock dividends,
stock splits, reclassifications, combinations or similar transactions in
accordance with the terms of the supplemental indenture or Board Resolutions
setting forth the terms of the Securities of such series. Whenever the
conversion price is adjusted, the Company shall compute the adjusted conversion
price in accordance with terms of the applicable Board Resolution or
supplemental indenture and shall prepare an Officer's Certificate setting forth
the adjusted conversion price and showing in reasonable detail the facts upon
which such adjustment is based, and such certificate shall forthwith be filed at
each office or agency maintained for the purpose of conversion of Securities
pursuant to Section 1002 and, if different, with the Trustee. The Company shall
forthwith cause a notice setting forth the adjusted conversion price to be
mailed, first class postage prepaid, to each Holder of Securities of such series
at its address appearing on the Security Register and to any conversion agent
other than the Trustee.

Section 1505. NOTICE OF CERTAIN CORPORATE ACTIONS.

         In case:

         (1) the Company shall declare a dividend (or any other distribution) on
its Common Stock payable otherwise than in cash out of its retained earnings
(other than a dividend for which approval of any stockholders of the Company is
required) that would require an adjustment pursuant to Section 1404; or

         (2) the Company shall authorize the granting to all or substantially
all of the holders of its Common Stock of rights, options or warrants to
subscribe for or purchase any shares of capital stock of any class or of any
other rights (other than any such grant for which approval of any stockholders
of the Company is required); or

         (3) of any reclassification of the Common Stock of the Company (other
than a subdivision or combination of its outstanding shares of Common Stock, or
of any consolidation, merger or share exchange to which the Company is a party
and for which approval of any stockholders of the Company is required), or of
the sale of all or substantially all of the assets of the Company; or

         (4) of the voluntary or involuntary dissolution, liquidation or winding
up of the Company; then the Company shall cause to be filed with the Trustee,
and shall cause to be mailed to all Holders at their last addresses as they
shall appear in the Security Register, at least 20 days (or 10 days in any case
specified in clause (1) or (2) above) prior to the applicable record date
hereinafter specified, a notice stating (i) the date on which a record is to be
taken for the purpose of such dividend, distribution, rights, options or
warrants, or, if a record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such dividend, distribution, rights,
options or warrants are to be determined, or (ii) the date on which such
reclassification, consolidation, merger, share exchange, sale, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for



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<PAGE>

securities, cash or other property deliverable upon such reclassification,
consolidation, merger, share exchange, sale, dissolution, liquidation or winding
up. If at any time the Trustee shall not be the conversion agent, a copy of such
notice shall also forthwith be filed by the Company with the Trustee.

Section 1506. RESERVATION OF SHARES OF COMMON STOCK.

         The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Securities, the full number of shares of
Common Stock of the Company then issuable upon the conversion of all outstanding
Securities of any series that has conversion rights.

Section 1507. PAYMENT OF CERTAIN TAXES UPON CONVERSION.

         Except as provided in the next sentence, the Company will pay any and
all taxes that may be payable in respect of the issue or delivery of shares of
its Common Stock on conversion of Securities pursuant hereto. The Company shall
not, however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares of its Common Stock in a
name other than that of the Holder of the Security or Securities to be
converted, and no such issue or delivery shall be made unless and until the
person requesting such issue has paid to the Company the amount of any such tax,
or has established, to the satisfaction of the Company, that such tax has been
paid.

Section 1508. NONASSESSABILITY.

         The Company covenants that all shares of its Common Stock which may be
issued upon conversion of Securities will upon issue in accordance with the
terms hereof be duly and validly issued and fully paid and nonassessable.

Section 1509. PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS.

         In case of any consolidation or merger of the Company with or into any
other Person, any merger of another Person with or into the Company (other than
a merger which does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock of the Company) or any
conveyance, sale, transfer or lease of all or substantially all of the assets of
the Company, the Person formed by such consolidation or resulting from such
merger or which acquires such assets, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture providing that the Holder of
each Security of a series then Outstanding that is convertible into Common Stock
of the Company shall have the right thereafter (which right shall be the
exclusive conversion right thereafter available to said Holder), during the
period such Security shall be convertible, to convert such Security only into
the kind and amount of securities, cash and other property receivable upon such
consolidation, merger, conveyance, sale, transfer or lease by a holder of the
number of shares of Common Stock of the Company into which such Security might
have been converted immediately prior to such consolidation, merger, conveyance,
sale, transfer or lease, assuming such holder of Common Stock of the Company (i)
is not a Person with which the Company consolidated or merged with or into or
which merged into or with the Company or to which such conveyance, sale,
transfer or lease was made, as the



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case may be (a "Constituent Person"), or an Affiliate of a Constituent Person
and (ii) failed to exercise his rights of election, if any, as to the kind or
amount of securities, cash and other property receivable upon such
consolidation, merger, conveyance, sale, transfer or lease (provided that if the
kind or amount of securities, cash and other property receivable upon such
consolidation, merger, conveyance, sale, transfer, or lease is not the same for
each share of Common Stock of the Company held immediately prior to such
consolidation, merger, conveyance, sale, transfer or lease by others than a
Constituent Person or an Affiliate thereof and in respect of which such rights
of election shall not have been exercised ("Non-electing Share"), then for the
purpose of this Section 1409 the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, conveyance, sale, transfer
or lease by the holders of each Non-electing Share shall be deemed to be the
kind and amount so receivable per share by a plurality of the Non-electing
Shares). Such supplemental indenture shall provide for adjustments which, for
events subsequent to the effective date of such supplemental indenture, shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Article or in accordance with the terms of the supplemental indenture or
Board Resolutions setting forth the terms of such adjustments. The above
provisions of this Section 1409 shall similarly apply to successive
consolidations, mergers, conveyances, sales, transfers or leases.

         Notice of the execution of such a supplemental indenture shall be given
by the Company to the Holder of each Security of a series that is convertible
into Common Stock of the Company as provided in Section 106 promptly upon such
execution.

         Neither the Trustee nor any conversion agent, if any, shall be under
any responsibility to determine the correctness of any provisions contained in
any such supplemental indenture relating either to the kind or amount of shares
of stock or other securities or property or cash receivable by Holders of
Securities of a series convertible into Common Stock of the Company upon the
conversion of their Securities after any such consolidation, merger, conveyance,
transfer, sale or lease or to any such adjustment, but may accept as conclusive
evidence of the correctness of any such provisions, and shall be protected in
relying upon, an Opinion of Counsel with respect thereto, which the Company
shall cause to be furnished to the Trustee upon request.

Section 1510. DUTIES OF TRUSTEE REGARDING CONVERSION.

         Neither the Trustee nor any conversion agent shall at any time be under
any duty or responsibility to any Holder of Securities of any series that is
convertible into Common Stock of the Company to determine whether any facts
exist which may require any adjustment of the conversion price, or with respect
to the nature or extent of any such adjustment when made, or with respect to the
method employed, whether herein or in any supplemental indenture, any Board
Resolutions or written instrument executed by one or more officers of the
Company provided to be employed in making the same. Neither the Trustee nor any
conversion agent shall be accountable with respect to the validity or value (or
the kind or amount) of any shares of Common Stock of the Company, or of any
securities or property, which may at any time be issued or delivered upon the
conversion of any Securities and neither the Trustee nor any conversion agent
makes any representation with respect thereto. Subject to the provisions of
Section 601, neither the Trustee nor any conversion agent shall be responsible
for any failure of the Company to issue, transfer or deliver any shares of its
Common Stock or stock certificates or other securities or property upon the
surrender of any Security for the purpose of conversion or



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to comply with any of the covenants of the Company contained in this Article XIV
or in the applicable supplemental indenture, Board Resolutions or written
instrument executed by one or more duly authorized officers of the Company.

Section 1511. REPAYMENT OF CERTAIN FUNDS UPON CONVERSION.

         Any funds which at any time shall have been deposited by the Company or
on its behalf with the Trustee or any other paying agent for the purpose of
paying the principal of, and premium, if any, and interest, if any, on any of
the Securities (including, but not limited to, funds deposited for the sinking
fund referred to in Article XII hereof and funds deposited pursuant to Article
XIII hereof) and which shall not be required for such purposes because of the
conversion of such Securities as provided in this Article XIV shall after such
conversion be repaid to the Company by the Trustee upon the Company's written
request.

                                  Article XVI.
                               SECURITY GUARANTEES

Section 1601. SECURITY GUARANTEES.

         Any series of Securities may be the subject of Security Guarantees.
Security Guarantees will be created or added to any series of Securities by the
execution of a supplemental indenture, as described in Article IX hereof, by the
applicable Security Guarantor(s), the Company and the Trustee. The terms of any
such Security Guarantee will be set forth in such supplemental indenture for
that particular series of Securities.

                                  Article XVII.
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 1701. INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS.

         No recourse for the payment of the principal of or any premium or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture, or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the
Securities.

         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.




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                            (Signature page follows)



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         In Witness Whereof, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.


                                       NS GROUP, INC.


                                       By:
                                          ____________________________________
                                            Name:
                                            Title:



                                       Attest:



                                       By:
                                          ____________________________________
                                            Name:
                                            Title:


                                       [_______________________], as Trustee



                                       By:
                                          ____________________________________
                                            Authorized Signatory


                                       Attest:



                                       By:
                                          ____________________________________
                                            Name:

                                            Title:
                                                  ____________________________



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