<PAGE>

                                                                     EXHIBIT 4.2


                           LANDRY'S RESTAURANTS, INC.

                                      AND

                                    TRUSTEE


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


                                   INDENTURE

                                  DATED AS OF

                         _______________________, 2001



                                DEBT SECURITIES
                              (SUBORDINATED DEBT)
<PAGE>

           Reconciliation and tie between Trust Indenture Act of 1939
               and Indenture, dated as of _________________, 2001
                          ---------------------------
SECTION OF
TRUST INDENTURE..........................................      SECTION(S) OF
ACT OF 1939                                                    INDENTURE

ss.310      (a)(1).......................................      609
            (a)(2).......................................      609
            (a)(3).......................................      Not Applicable
            (a)(4).......................................      Not Applicable
            (b)..........................................      608, 610
ss.311      (a)..........................................      613
            (b)..........................................      613
            (c)..........................................      Not Applicable
ss.312      (a)..........................................      701, 702(a)
            (b)..........................................      702(b)
            (c)..........................................      702(c)
ss.313      (a)..........................................      703(a)
            (b)..........................................      703(b)
            (c)..........................................      703(c)
            (d)..........................................      703(d)
ss.314      (a)..........................................      704, 1005
            (b)..........................................      Not Applicable
            (c)(1).......................................      103
            (c)(2).......................................      103
            (c)(3).......................................      Not Applicable
            (d)..........................................      Not Applicable
            (e)..........................................      103
ss.315      (a)..........................................      601(a)
            (b)..........................................      602
            (c)..........................................      601(b)
            (d)..........................................      601(c)
            (d)(1).......................................      601(a)(1)
            (d)(2).......................................      601(c)(2)
            (d)(3).......................................      601(c)(3)
            (e)..........................................      513
ss.316      (a)(1)(A)....................................      502, 511
            (a)(1)(B)....................................      512
            (a)(2).......................................      Not Applicable
            (a)(last sentence)...........................      101
            (b)..........................................      508
ss.317      (a)(1).......................................      503
            (a)(2).......................................      504
            (b)..........................................      1003
ss.318      (a)..........................................      108
---------------------
Note:  This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

--------------------------------------------------------------------------------
                                                                          Page 2
<PAGE>

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                 PAGE
<S>                                                                                                              <C>
RECITALS OF THE COMPANY.....................................................................................       1

                                                    ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101.  DEFINITIONS...................................................................................       1
      Act...................................................................................................       2
      Additional Amounts....................................................................................       2
      Affiliate.............................................................................................       2
      Agent Members.........................................................................................       2
      Authenticating Agent..................................................................................       2
      Authorized Newspaper..................................................................................       2
      Board of Directors....................................................................................       2
      Board Resolution......................................................................................       2
      Business Day..........................................................................................       2
      Capital Stock.........................................................................................       2
      Capitalized Lease Obligation..........................................................................       3
      Commission............................................................................................       3
      Company...............................................................................................       3
      "Company Request" and "Company Order".................................................................       3
      Conversion Event......................................................................................       3
      Corporate Trust Office................................................................................       3
      Defaulted Interest....................................................................................       3
      Depositary............................................................................................       3
      Designated Senior Indebtedness........................................................................       3
      Disqualified Capital Stock............................................................................       3
      "Dollar" or "$".......................................................................................       4
      Event of Default......................................................................................       4
      Exchange Rate.........................................................................................       4
      Holder................................................................................................       4
      Indebtedness..........................................................................................       4
      Indenture.............................................................................................       4
      Interest..............................................................................................       4
      Interest Payment Date.................................................................................       4
      Interest Swap and Hedging Obligation..................................................................       4
      Judgment Currency.....................................................................................       5
      Junior security.......................................................................................       5
      Maturity..............................................................................................       5
      Obligor...............................................................................................       5
      Officers' Certificate.................................................................................       5
      Opinion of Counsel....................................................................................       5
      Original Issue Discount Security......................................................................       5
      Outstanding...........................................................................................       5
      Paying Agent..........................................................................................       6
      Payment Default.......................................................................................       6
</TABLE>

<PAGE>

<TABLE>
                                                                                                                 PAGE
<S>                                                                                                              <C>
      Payment Notice........................................................................................       6
      Person................................................................................................       6
      Place of Payment......................................................................................       6
      Predecessor Security..................................................................................       6
      Qualified Capital Stock...............................................................................       7
      Redemption Date.......................................................................................       7
      Redemption Price......................................................................................       7
      Regular Record Date...................................................................................       7
      Required Currency.....................................................................................       7
      Responsible Officer...................................................................................       7
      Securities............................................................................................       7
      Security Custodian....................................................................................       7
      Security Register.....................................................................................       7
      Senior Indebtedness...................................................................................       7
      Special Record Date...................................................................................       8
      Stated Maturity.......................................................................................       8
      Subsidiary............................................................................................       8
      Subsidiary Guarantee..................................................................................       8
      Subsidiary Guarantor..................................................................................       8
      Trustee...............................................................................................       8
      Trust Indenture Act...................................................................................       8
      United States.........................................................................................       8
      United States Alien...................................................................................       8
      U.S. Government Obligations...........................................................................       8
      Vice President........................................................................................       9
      Wholly Owned Subsidiary...............................................................................       9
      Yield to Maturity.....................................................................................       9

SECTION 102.  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.............................................      9
SECTION 103.  COMPLIANCE CERTIFICATES AND OPINIONS..........................................................      9
SECTION 104.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE........................................................     10
SECTION 105.  ACTS OF HOLDERS; RECORD DATES.................................................................     10
SECTION 106.  NOTICES, ETC., TO TRUSTEE, COMPANY AND SUBSIDIARY GUARANTORS..................................     11
SECTION 107.  NOTICE TO HOLDERS; WAIVER.....................................................................     12
SECTION 108.  CONFLICT WITH TRUST INDENTURE ACT.............................................................     12
SECTION 109.  EFFECT OF HEADINGS AND TABLE OF CONTENTS......................................................     12
SECTION 110.  SUCCESSORS AND ASSIGNS........................................................................     13
SECTION 111.  SEPARABILITY CLAUSE...........................................................................     13
SECTION 112.  BENEFITS OF INDENTURE.........................................................................     13
SECTION 113.  GOVERNING LAW.................................................................................     13
SECTION 114.  LEGAL HOLIDAYS................................................................................     13
SECTION 115.  CORPORATE OBLIGATION..........................................................................     13
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                            <C>
                                                    ARTICLE TWO
SECURITY FORMS
SECTION 201.  FORMS GENERALLY...............................................................................     14
SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION...............................................     14
SECTION 203.  SECURITIES IN GLOBAL FORM.....................................................................     14

                                                    ARTICLE THREE

THE SECURITIES
SECTION 301.      AMOUNT UNLIMITED; ISSUABLE IN SERIES......................................................     17
SECTION 302.      DENOMINATIONS.............................................................................     20
SECTION 303.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING............................................     20
SECTION 304.      TEMPORARY SECURITIES......................................................................     21
SECTION 305.      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.......................................     22
SECTION 306.      MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES..........................................     23
SECTION 307.      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED............................................     23
SECTION 308.      PERSONS DEEMED OWNERS.....................................................................     24
SECTION 309.      CANCELLATION..............................................................................     25
SECTION 310.      COMPUTATION OF INTEREST...................................................................     25
SECTION 311.      CUSIP NUMBERS.............................................................................     25

                                                     ARTICLE FOUR

SATISFACTION AND DISCHARGE
SECTION 401.      SATISFACTION AND DISCHARGE OF INDENTURE...................................................     25
SECTION 402.      APPLICATION OF TRUST MONEY................................................................     27
SECTION 403.      DISCHARGE OF LIABILITY ON SECURITIES OF ANY SERIES........................................     27
SECTION 404.      REINSTATEMENT.............................................................................     28

                                                     ARTICLE FIVE

REMEDIES
SECTION 501.      EVENTS OF DEFAULT.........................................................................     28
SECTION 502.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT........................................     30
SECTION 503.      COLLECTION OF INDEBTEDNESS AND SUITS FOR \ ENFORCEMENT BY TRUSTEE.........................     31
SECTION 504.      TRUSTEE MAY FILE PROOFS OF CLAIM..........................................................     32
SECTION 505.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR COUPONS....................     33
SECTION 506.      APPLICATION OF MONEY COLLECTED............................................................     33
SECTION 507.      LIMITATION ON SUITS.......................................................................     34
SECTION 508.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL PREMIUM AND INTEREST..................     34
SECTION 509.      RESTORATION OF RIGHTS AND REMEDIES........................................................     34
SECTION 510.      RIGHTS AND REMEDIES CUMULATIVE............................................................     35
SECTION 511.      DELAY OR OMISSION NOT WAIVER..............................................................     35
SECTION 512.      CONTROL BY HOLDERS........................................................................     35
</TABLE>
<PAGE>

<TABLE>
<S>               <C>                                                                                          <c>
SECTION 513.      WAIVER OF PAST DEFAULTS..................................................................     35
SECTION 514.      UNDERTAKING FOR COSTS....................................................................     36
SECTION 515.      WAIVER OF STAY OR EXTENSION LAWS.........................................................     36

                                                      ARTICLE SIX

THE TRUSTEE
SECTION 601.      CERTAIN DUTIES AND RESPONSIBILITIES......................................................     36
SECTION 602.      NOTICE OF DEFAULTS.......................................................................     38
SECTION 603.      CERTAIN RIGHTS OF TRUSTEE................................................................     38
SECTION 604.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES...................................     39
SECTION 605.      MAY HOLD SECURITIES......................................................................     39
SECTION 606.      MONEY HELD IN TRUST......................................................................     39
SECTION 607.      COMPENSATION AND REIMBURSEMENT...........................................................     39
SECTION 608.      DISQUALIFICATION; CONFLICTING INTERESTS..................................................     41
SECTION 609.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY..................................................     41
SECTION 610.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR........................................     41
SECTION 611.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...................................................     43
SECTION 612.      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS..............................     44
SECTION 613.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY........................................     44
SECTION 614.      APPOINTMENT OF AUTHENTICATING AGENT......................................................     44

                                                   ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701.      COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS................................     46
SECTION 702.      PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS...................................     46
SECTION 703.      REPORTS BY TRUSTEE.......................................................................     47
SECTION 704.      REPORTS BY COMPANY.......................................................................     47

                                                   ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 801.      COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.....................................     47
SECTION 802.      SUCCESSOR PERSON SUBSTITUTED.............................................................     48

                                                   ARTICLE NINE

SUPPLEMENTAL INDENTURES
SECTION 901.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.......................................     48
SECTION 902.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS..........................................     49
</TABLE>
<PAGE>

<TABLE>
<S>               <C>                                                                                         <C>
SECTION 903.      EXECUTION OF SUPPLEMENTAL INDENTURES.....................................................     51
SECTION 904.      EFFECT OF SUPPLEMENTAL INDENTURES........................................................     51
SECTION 905.      CONFORMITY WITH TRUST INDENTURE ACT......................................................     51
SECTION 906.      REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.......................................     51

                                                        ARTICLE TEN

COVENANTS
SECTION 1001.      PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST..............................................     51
SECTION 1002.      MAINTENANCE OF OFFICE OR AGENCY.........................................................     51
SECTION 1003.      MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.......................................     52
SECTION 1004.      EXISTENCE...............................................................................     53
SECTION 1005.      STATEMENT BY OFFICERS AS TO DEFAULT.....................................................     53
SECTION 1006.      WAIVER OF CERTAIN COVENANTS.............................................................     54
SECTION 1007.      ADDITIONAL AMOUNTS......................................................................     54

                                                      ARTICLE ELEVEN

REDEMPTION OF SECURITIES
SECTION 1101.      APPLICABILITY OF ARTICLE................................................................     55
SECTION 1102.      ELECTION TO REDEEM; NOTICE TO TRUSTEE...................................................     55
SECTION 1103.      SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.......................................     55
SECTION 1104.      NOTICE OF REDEMPTION....................................................................     55
SECTION 1105.      DEPOSIT OF REDEMPTION PRICE.............................................................     56
SECTION 1106.      SECURITIES PAYABLE ON REDEMPTION DATE...................................................     56
SECTION 1107.      SECURITIES REDEEMED IN PART.............................................................     57
SECTION 1108.      PURCHASE OF SECURITIES..................................................................     57

                                                      ARTICLE TWELVE

SINKING FUNDS
SECTION 1201.      APPLICABILITY OF ARTICLE................................................................     57
SECTION 1202.      SATISFACTION OF SINKING FUND PAYMENTS
                   WITH SECURITIES.........................................................................     57
SECTION 1203.      REDEMPTION OF SECURITIES FOR SINKING FUND...............................................     58

                                                    ARTICLE THIRTEEN

SUBORDINATION
SECTION 1301.      SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS..........................................     58
SECTION 1302.      NO PAYMENT ON SECURITIES IN CERTAIN CIRCUMSTANCES.......................................     58
SECTION 1303.      SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR INDEBTEDNESS ON DISSOLUTION,
                   LIQUIDATION OR REORGANIZATION...........................................................     60
SECTION 1304.      SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.................................     61
SECTION 1305.      OBLIGATIONS OF THE COMPANY UNCONDITIONAL................................................     61
SECTION 1306.      TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF NOTICE.................     62
</TABLE>
<PAGE>

<TABLE>
<S>               <C>                                                                                         <C>
SECTION 1307.      APPLICATION BY TRUSTEE OF AMOUNTS DEPOSITED WITH IT.....................................     62
SECTION 1308.      SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE COMPANY OR HOLDERS OF
                   SENIOR INDEBTEDNESS.....................................................................     62
SECTION 1309.      TRUSTEE TO EFFECTUATE SUBORDINATION OF SECURITIES.......................................     62
SECTION 1310.      RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS............................................     63
SECTION 1311.      ARTICLE THIRTEEN NOT TO PREVENT EVENTS OF DEFAULT.......................................     63
SECTION 1312.      NO FIDUCIARY DUTY OF TRUSTEE TO HOLDERS OF SENIOR INDEBTEDNESS..........................     63
SECTION 1313.      ARTICLE APPLICABLE TO PAYING AGENT......................................................     64
SECTION 1314.      SUBORDINATION OF SUBSIDIARY GUARANTEES..................................................     64

                                                 ARTICLE FOURTEEN

MEETINGS OF HOLDERS OF SECURITIES
SECTION 1401.      PURPOSES FOR WHICH MEETINGS MAY BE CALLED...............................................     64
SECTION 1402.      CALL, NOTICE AND PLACE OF MEETINGS......................................................     64
SECTION 1403.      PERSONS ENTITLED TO VOTE AT MEETINGS....................................................     65
SECTION 1404.      QUORUM; ACTION..........................................................................     65
SECTION 1405.      DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS.....................     66
SECTION 1406.      COUNTING VOTES AND RECORDING ACTION OF MEETINGS.........................................     66
</TABLE>
<PAGE>

     INDENTURE, dated as of _______________, 2000 between Landry's Restaurants,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal office at 1510 West
Loop South, Houston, Texas 77027, the Subsidiary Guarantors (as defined herein),
and [________________________], as Trustee (herein called the "Trustee"), the
office of the Trustee at which at the date hereof its corporate trust business
is principally administered being [______________________________________].

                            RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures, notes or other evidences of  indebtedness (herein
called the "Securities"), to be issued in one or more series, either with or
without the benefit of Subsidiary Guarantors (as defined herein), as in this
Indenture provided.

     This Indenture is subject to the provisions of the Trust Indenture Act and
the rules and regulations of the Commission promulgated thereunder that are
required to be part of this Indenture and, to the extent applicable, shall be
governed by such provisions.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                  ARTICLE ONE
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.  DEFINITIONS.

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

               (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 accounting terms not otherwise defined herein have the
          meanings assigned to them in accordance with generally accepted
          accounting principles in the United States,

          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 at the date
          of such computation; and

                                     Page 1
<PAGE>

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

     Certain terms, used principally in Article Six, are defined in Section 102.

     "Act", when used with respect to any Holder, has the meaning specified in
Section 105.

     "Additional Amounts" means any additional amounts that are required by the
express terms of a Security or by or pursuant to a Board Resolution, under
circumstances specified therein or pursuant thereto, to be paid by the Company
with respect to certain taxes, assessments or other governmental charges imposed
on certain Holders and that are owing to such Holders.

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

     "Agent Members" has the meaning specified in Section 203.

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

     "Authorized Newspaper" means a newspaper, in the English language or in an
official language of the country of publication, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in the place in connection with which the term is used or in
the financial community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

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

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

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

     "Capital Stock" means, with respect to any Person, any and all shares,
interests, rights to purchase (other than convertible or exchangeable
Indebtedness), warrants, options, participations or other equivalents of or
interests (however designated) in stock issued by that Person.

                                     Page 2
<PAGE>

     "Capitalized Lease Obligation" means rental obligations under a lease that
are required to be capitalized for financial reporting purposes in accordance
with generally accepted accounting principles, and the amount of Indebtedness
represented by such obligations shall be the capitalized amount of such
obligations, as determined in accordance with generally accepted accounting
principles.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution 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.

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

     "Conversion Event" has the meaning specified in Section 501.

     "Corporate Trust Office" means the principal office of the Trustee in
Houston, Texas, at which at any particular time its corporate trust business
shall be principally administered, which office at the  date hereof is that
indicated in the introductory paragraph of this Indenture.

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

     "Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in global form, the Person designated as
Depositary by the Company pursuant to Section 301 with respect to the Securities
of such series until a successor Depositary shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Depositary" shall
mean or include each Person who is then a Depositary hereunder, and if at any
time there is more than one such Person, "Depositary" as used with respect to
the Securities of any series shall mean the Depositary with respect to the
Securities of that series.

     "Designated Senior Indebtedness," unless otherwise provided with respect to
the Securities of a series as contemplated by Section 301, means any Senior
Indebtedness that (i) in the instrument evidencing the same or the assumption or
guarantee thereof (or related documents to which the Company is a party) is
expressly designated as "Designated Senior Indebtedness" for purposes of this
Indenture and (ii) satisfies such other conditions as may be provided with
respect to the Securities of such series; PROVIDED that such instruments or
documents may place limitations and conditions on the right of such Senior
Indebtedness to exercise the rights of Designated Senior Indebtedness.

     "Disqualified Capital Stock" means, when used with respect to the
Securities of any series, (a) except as set forth in (b), with respect to any
Person, Capital Stock of such Person that, by its terms or by the terms of any
security into which it is convertible, exercisable or exchangeable, is, or upon
the happening of an event or the passage of time would be, required to

                                     Page 3
<PAGE>

be redeemed or repurchased (including at the option of the holder thereof) by
such Person or any Subsidiary of such Person, in whole or in part, on or prior
to the Stated Maturity of the Securities of such series, and (b) with respect to
any Subsidiary of such Person (including with respect to any Subsidiary of the
Company), any Capital Stock other than any common stock with no preference,
privileges, or redemption or repayment provisions.

     "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the  United States as at the time shall be legal tender for the
payment of public and private debts.

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

     "Exchange Rate" has the meaning specified in Section 501.

     "Holder", when used with respect to any Security, means the Person  in
whose name the Security is registered in the Security Register.

     "Indebtedness" of any Person, unless otherwise provided with respect to the
Securities of a series as contemplated by Section 301, means, without
duplication, the following (whether currently outstanding or hereafter incurred
or created): (i) all liabilities and obligations, contingent  or otherwise, of
any such Person (a) in respect of borrowed money (whether or not the recourse of
the lender is to the whole of the assets of such Person or only to a portion
thereof), (b) evidenced by bonds, notes, debentures or similar instruments, (c)
representing the balance deferred and  unpaid of the purchase price of any
property or services, except such as would constitute trade payables to trade
creditors in the ordinary course of business that are not more than 90 days past
their original due date, (d) evidenced by bankers' acceptances or similar
instruments issued or accepted by banks, (e) for the payment of money relating
to a Capitalized Lease Obligation or (f) evidenced by a letter of credit or a
reimbursement obligation of such Person with respect to any letter of credit;
(ii) all net obligations of such Person under Interest Swap and Hedging
Obligations; (iii) all liabilities of others of the kind described in the
preceding clause (i) or (ii) that such Person has guaranteed or that is
otherwise its legal liability and all obligations to purchase, redeem or acquire
any Capital Stock; and (iv) any and all deferrals, renewals, extensions,
refinancings, refundings (whether direct or indirect) of, or amendments,
modifications or supplements to, any liability of the kind described in any of
the preceding clauses (i), (ii) or (iii), or this clause (iv), whether or not
between or among the same parties.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as contemplated
by Section 301 and the provisions of the Trust Indenture Act that are deemed to
be a part of and govern this instrument.

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

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

     "Interest Swap and Hedging Obligation" means any obligation of any Person
pursuant to any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, interest rate exchange agreement, currency
exchange agreement or any other agreement or

                                     Page 4
<PAGE>

arrangement designed to protect against fluctuations in interest rates or
currency values, including, without limitation, any arrangement whereby,
directly or indirectly, such Person is entitled to receive from time to time
periodic payments calculated by applying either a fixed or floating rate of
interest on a stated notional amount in exchange for periodic payments made by
such Person calculated by applying a fixed or floating rate of interest on the
same notional amount.

     "Judgment Currency" has the meaning specified in Section 506.

     "Junior security" of a Person means, when used with respect to the
Securities of any series, any Qualified Capital Stock of such Person or any
Indebtedness of such Person that is subordinated in right of payment to the
Securities of such series and has no scheduled installment of principal due, by
redemption, sinking fund payment or otherwise, on or prior to the Stated
Maturity of the Securities of such series.

     "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.

     "Obligor," on the Securities of any series means the Company, any
Subsidiary Guarantor with respect to such Securities and any successor obligor
upon the Securities of such series, and all other terms herein which are defined
in the Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein.

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President or a Vice President, and by the Treasurer, the Controller,
the Secretary or an Assistant Treasurer, Assistant Controller or Assistant
Secretary, of the Company, and delivered to the Trustee, which certificate shall
comply with Section 103 hereof.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for or an employee of the Company or the Trustee, rendered, if applicable, in
accordance with Section 314(c) of the Trust Indenture Act, which opinion shall
comply with Section 103 hereof.

     "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 of a series, means, as
of the date of determination, all Securities of such series theretofore
authenticated and delivered under this Indenture, EXCEPT:

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

               (ii) Securities for whose payment or redemption money in the
          necessary amount has been theretofore irrevocably deposited with the
          Trustee or any Paying Agent (other than the Company) in trust or set
          aside and segregated in trust by the Company (if the Company shall act
          as its own Paying Agent) for the Holders of such Securities; PROVIDED
          that, if such Securities are to be

                                     Page 5
<PAGE>

          redeemed, notice of such redemption has been duly given pursuant to
          this Indenture or provision therefor satisfactory to the Trustee has
          been made; and

               (iii)  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 any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether a
quorum is present at a meeting of Holders of Securities, (a) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the principal amount thereof that would
be due and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 502, (b) the principal amount of a Security
denominated in a foreign currency shall be the U.S. dollar equivalent,
determined by the Company on the date of original issuance of such Security, of
the principal amount (or, in the case of an Original Issue Discount Security,
the U.S. dollar equivalent, determined on the date of original issuance of such
Security, of the amount determined as provided in (a) above), of such Security
and (c) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

     "Paying Agent" means any Person, which may include the Company, authorized
by the Company to pay the principal of (and premium, if any) or interest on or
Additional Amounts with respect to any one or more series of Securities on
behalf of the Company.

     "Payment Default" has the meaning specified in Section 1302(a).

     "Payment Notice" has the meaning specified in Section 1302(b).

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

     "Place of Payment", when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any) and
interest on and any Additional Amounts with respect to the Securities of that
series are payable as specified in accordance with Section 301 subject to the
provisions of Section 1002.

     "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,

                                     Page 6
<PAGE>

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.

     "Qualified Capital Stock" means any Capital Stock of the Company that is
not Disqualified Capital Stock.

     "Redemption Date", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to the terms of such
Security and 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 the terms of such
Security and 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, or, if not so specified, the last day of the
calendar month preceding such Interest Payment Date if such Interest Payment
Date is the fifteenth day of the calendar month or the fifteenth day of the
calendar month preceding such Interest Payment Date if such Interest Payment
Date is the first day of a calendar month, whether or not such day shall be a
Business Day.

     "Required Currency" has the meaning specified in Section 506.

     "Responsible Officer," when used with respect to the Trustee, means any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, and
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

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

     "Security Custodian" means, with respect to Securities of a series issued
in global form, the Trustee for Securities of such series, acting in its
capacity as custodian with respect to the Securities of such series, or any
successor entity thereto.

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

     "Senior Indebtedness" of the Company, unless otherwise provided with
respect to the Securities of a series as contemplated by Section 301, means (i)
all Indebtedness of the Company, whether currently outstanding or hereafter
issued, unless, by the terms of the instrument creating or evidencing such
Indebtedness, it is provided that such Indebtedness is not superior in right of
payment to the Securities or to other Indebtedness which is PARI PASSU with or
subordinated to the Securities, and (ii) any modifications, refunding,
deferrals, renewals or extensions of any such Indebtedness or securities, notes
or other evidences of Indebtedness issued in exchange for such Indebtedness;
PROVIDED that in no event shall "Senior Indebtedness" include (a) Indebtedness
of the Company owed or owing to any Subsidiary of the Company or any officer,
director or employee of the Company or any Subsidiary of the

                                     Page 7
<PAGE>

Company, (b) Indebtedness to trade creditors or (c) any liability for taxes owed
or owing by the Company.

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

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

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

     "Subsidiary Guarantee" means a full and unconditional guarantee by a
Subsidiary Guarantor of the obligations of the Company with respect to the
Securities of a series, which guarantee shall be on he basis, and subject to the
terms and conditions, as may be specified as contemplated by Section 301 in
connection with the issuance of the Securities of such series.

     "Subsidiary Guarantor" means each of (i) the Persons so identified on the
signature page of this Indenture or any indenture supplemental hereto who,
pursuant to the terms of any series of Securities, are to provide a Subsidiary
Guarantee with respect to that series of Securities, (ii) any other Person that
executes a Subsidiary Guarantee with respect to a series of Securities in
accordance with the provisions thereof and (iii) their respective successors and
assigns, to the extent specified in the Subsidiary Guarantees.

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

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed, except as provided in Section
905.

     "United States" means the United States of America (including the States
and the District of Columbia) and its "possessions", which include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands.

     "United States Alien" means any Person who, for United States federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien or foreign fiduciary of an estate or trust, or a foreign
partnership.

     "U.S. Government Obligations" has the meaning specified in Section 401.

                                     Page 8
<PAGE>

     "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".

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

     "Yield to Maturity", when used with respect to any Original Issue Discount
Security, means the yield to maturity, if any, set forth on the face thereof.

SECTION 102.  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

     Whenever this Indenture refers to a provision of the Trust Indenture Act,
the provision is incorporated by reference in and made a part of this Indenture.
The following Trust Indenture Act terms used in this Indenture have the
following meanings:

     "Bankruptcy Act" means the Bankruptcy Act or Title 11 of the United States
Code.

     "indenture securities" means the Securities.

     "indenture security holder" means a Holder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Trustee.

     "obligor" on the indenture securities means the Company or any other
obligor on the Securities.

     All terms used in this Indenture that are defined by the Trust Indenture
Act, defined by Trust Indenture Act reference to another statute or defined by
Commission rule under the Trust Indenture Act and not otherwise defined herein
have the meanings assigned to them therein.

SECTION 103.  COMPLIANCE CERTIFICATES AND OPINIONS.

     Except as otherwise expressly provided by this Indenture, 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 an
Officers' Certificate stating that all conditions precedent, if any (including
any covenants the compliance with which constitutes a condition precedent,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any (including any covenants the
compliance with which constitutes a condition precedent) have been complied
with, except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

                                     Page 9
<PAGE>

     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 Person 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 Person, such Person
     has made such examination or investigation as is necessary to enable such
     Person 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 Person,
     such condition or covenant has been complied with.

SECTION 104.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

SECTION 105.  ACTS OF HOLDERS; RECORD DATES.

          (a) Any request, demand, authorization, direction, notice, consent,
     waiver or other action provided by this Indenture to be given or taken by
     Holders may be embodied in and evidenced by one or more instruments of
     substantially similar tenor signed by such Holders in person or by an agent
     duly appointed in writing. Except as herein otherwise expressly provided,
     such action shall become effective when such instrument

                                    Page 10
<PAGE>

     or instruments or record thereof or both are delivered to the Trustee and,
     where it is hereby expressly required, to the Company. Such instrument or
     instruments and any such record (and the action embodied therein and
     evidenced thereby) are herein sometimes referred to as the "Act" of the
     Holders signing such instrument or instruments and so voting at any such
     meeting. Proof of execution of any such instrument or of a writing
     appointing any such agent, or the holding of any Person of a Security,
     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 record of any meeting of Holders
     of Securities shall be proved in the manner provided in Section 1406.

     The Company may set in advance a record date for purposes of determining
the identity of Holders of Securities entitled to vote or consent to any action
by vote or consent authorized or permitted under this Indenture. If a record
date is fixed, those Persons who were Holders of Outstanding Securities at the
close of business on such record date (or their duly designated proxies), and
only those Persons, shall be entitled with respect to such Securities to take
such action by vote or consent or to revoke any vote or consent previously
given, whether or not such Persons continue to be Holders after such record
date. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice thereof to be given to the
Trustee in writing in the manner provided in Section 106 and to the relevant
Holders as set forth in Section 107.

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

          (c) The principal amount and serial numbers of Securities held by any
     Person, and the date of holding the same, shall be proved by the Security
     Register.

          (d) Any request, demand, authorization, direction, notice, consent,
     waiver or other Act of the Holder of any Security shall bind every future
     Holder of the same Security and the Holder of every Security issued upon
     the registration of transfer thereof or in exchange therefor or in lieu
     thereof in respect of anything done, omitted or suffered to be done by the
     Trustee or the Company in reliance thereon, whether or not notation of such
     action is made upon such Security. Any Holder or subsequent Holder may
     revoke the request, demand, authorization, direction, notice, consent or
     other Act as to his Security or portion of his Security; PROVIDED, HOWEVER,
     that such revocation shall be effective only if the Trustee receives the
     notice of revocation before the date the Act becomes effective.

SECTION 106.  NOTICES, ETC., TO TRUSTEE, COMPANY AND SUBSIDIARY GUARANTORS.

                                    Page 11
<PAGE>

     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 by any Subsidiary
     Guarantor shall be sufficient for every purpose hereunder if made, given,
     furnished or filed in writing to or with the Trustee at its Corporate Trust
     Office, Attention: Corporate Trust Administration, or

          (2) the Company or any Subsidiary 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 addressed to it at the address of its principal
     office specified in the first paragraph of this Indenture or at any other
     address previously furnished in writing to the Trustee by the Company,
     Attention: Corporate Secretary.

SECTION 107.  NOTICE TO HOLDERS; WAIVER.

     Where this Indenture provides for notice to Holders of Securities 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 the address of such Holder as it appears
in the Security Register, not later than the latest date, and not earlier than
the earliest date, prescribed for the giving of such notice.

     In 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 to Holders of
Securities by mail, then such notification as shall be made with the approval of
the Trustee shall constitute a sufficient notification for every purpose
hereunder. In any case in which notice to Holders of Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Security, shall affect the sufficiency of
such notice with respect to other Holders of Securities.

     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.

SECTION 108.  CONFLICT WITH TRUST INDENTURE ACT.

     If any provision hereof limits, qualifies or conflicts with any provision
of the Trust Indenture Act or another provision hereof which is required to be
included in this Indenture by any of the provisions of the Trust Indenture Act,
such provision of the Trust Indenture Act 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 former provision shall be deemed to
apply to this Indenture as so modified or to be excluded.

SECTION 109.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

                                    Page 12
<PAGE>

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

SECTION 110.  SUCCESSORS AND ASSIGNS.

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

SECTION 111.  REPARABILITY CLAUSE.

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

SECTION 112.  BENEFITS OF INDENTURE.

     Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, any Authenticating Agent, Paying Agent and Security Registrar, and
the Holders and holders of any Senior Indebtedness, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

SECTION 113.  GOVERNING LAW.

     This Indenture, any Subsidiary Guarantees and the Securities shall be
governed by and construed in accordance with the laws of         , but without
giving effect to applicable principles of conflicts of law to the extent the
application of the laws of another jurisdiction would be required thereby.

SECTION 114.  LEGAL HOLIDAYS.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of principal and interest (and premium and Additional
Amounts, if any) need not be made at such Place of Payment on such date, but may
be made on the next succeeding Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity, PROVIDED that no interest shall accrue with
respect to such payment for the period from and after such Interest Payment
Date, Redemption Date or Stated Maturity, as the case may be.

SECTION 115.  CORPORATE OBLIGATION.

     No recourse may be taken, directly or indirectly, against any incorporator,
subscriber to the capital stock, stockholder, officer, director or employee of
the Company or the Trustee or of any predecessor or successor of the Company or
the Trustee with respect to the Company's obligations on the Securities or the
obligations of the Company or the Trustee under this Indenture or any
certificate or other writing delivered in connection herewith.

                                    Page 13
<PAGE>

                                  ARTICLE TWO

                                SECURITY FORMS

SECTION 201.  FORMS GENERALLY.

     The Securities of each series shall be in fully registered form and in
substantially such form or forms (including temporary or permanent global form)
as shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. If temporary Securities of
any series are issued in global form as permitted by Section 304, the form
thereof shall be established as provided in the preceding sentence. A copy of
the Board Resolution establishing the form or forms of Securities of any series
(or any such temporary global Security), including a copy of the approved form
of Securities, shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 303 for the authentication and delivery of
such Securities (or any such temporary global Security).

          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 thereof.

SECTION 202.  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".

SECTION 203.  SECURITIES IN GLOBAL FORM.

     If Securities of a series are issuable in global form, as contemplated by
Section 301, then, notwithstanding clause (10) of Section 301 and the provisions
of Section 302, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee in such manner and upon instructions given by such Person
or Persons as shall be specified in such Security or in a Company Order to be
delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the
provisions of

                                    Page 14
<PAGE>

Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified in such Security or in the
applicable Company Order. With respect to the Securities of any series that are
represented by a Security in global form, the Company authorizes the execution
and delivery by the Trustee of a letter of representation or other similar
agreement or instrument in the form customarily provided for by the Depositary
appointed with respect to such global Security. Any Security in global form may
be deposited with the Depositary or its nominee, or may remain in the custody of
the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement
or similar agreement between the Trustee and the Depositary. If a Company Order
pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 103 and need not be accompanied by an Opinion of Counsel.

     Members of, or participants in, the Depositary ("Agent Members") shall have
no rights under this Indenture with respect to any Security issued in global
form held on their behalf by the Depositary, or the Security Custodian as its
custodian, or under such global Security, and the Depositary may be treated by
the Company, the Security Custodian and any agent of the Company or the Trustee
as the absolute owner of such global Security for all purposes whatsoever.
Notwithstanding the foregoing, (i) the registered holder of a Security of any
series issued in global form may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action that a Holder of such series is entitled to
take under this Indenture or the Securities of such series and (ii) nothing
herein shall prevent the Company, the Security Custodian or any agent of the
Company or the Security Custodian, from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or shall
impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a beneficial owner
of any Security.

     Notwithstanding Section 305, except as otherwise specified as contemplated
by Section 301, any permanent global Security shall be exchangeable only as
provided in this paragraph. If the beneficial owners of interests in a permanent
global Security are entitled to exchange such interest for Securities of such
series and of like tenor and principal amount of another authorized form and
denomination, as specified as contemplated by Section 301, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
definitive Securities of that series in an aggregate principal amount equal to
the principal amount of such permanent global Security, executed by the Company.
On or after the earliest date on which such interests may be so exchanged, such
permanent global Security shall be surrendered from time to time in accordance
with instructions given to the Trustee and the Depositary (which instructions
shall be in writing but need not comply with Section 103 or be accompanied by an
Opinion of Counsel) by the Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities of the same series without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent global
Security, a like aggregate principal amount of other definitive Securities of
the same series of authorized denominations and of like tenor as the portion of
such permanent

                                    Page 15
<PAGE>

global Security to be exchanged; PROVIDED, HOWEVER, that no such exchanges may
occur during a period beginning at the opening of business 15 days before any
selection of Securities of that series is to be redeemed and ending on the
relevant Redemption Date. Promptly following any such exchange in part, such
permanent global Security marked to evidence the partial exchange shall be
returned by the Trustee to the Depositary or such other depositary referred to
above in accordance with the instructions of the Company referred to above. If a
definitive Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Security,
but will be payable on such Interest Payment Date or proposed for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such permanent global Security is payable in accordance with the provisions
of this Indenture.

     Notwithstanding Section 305, except as otherwise specified as contemplated
by Section 301, transfers of a Security issued in global form shall be limited
to transfers of such global Security in whole, but not in part, to the
Depositary, its successors or their respective nominees. Interests of beneficial
owners in a Security issued in global form may be transferred in accordance with
the rules and procedures of the Depositary. Securities of any series shall be
transferred to all beneficial owners of a global Security of such series in
exchange for their beneficial interests in that global Security if, and only if,
either (1) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for the global Security of such series and a successor
Depositary is not appointed by the Company within 90 days of such notice, (2) an
Event of Default has occurred with respect to such series and is continuing and
the Security Registrar has received a request from the Depositary or the Trustee
to issue Securities of such series in lieu of all or a portion of that global
Security (in which case the Company shall deliver Securities of such series
within 30 days of such request) or (3) the Company determines not to have the
Securities of such series represented by a global Security.

     In connection with any transfer of a portion of the beneficial interest in
a global Security of any series to beneficial owners pursuant to this Section
203, the Security Registrar shall reflect on its books and records the date and
a decrease in the principal amount of the global Security of that series in an
amount equal to the principal amount of the beneficial interest in the global
Security of that series to be transferred, and the Company shall execute, and
the Trustee upon receipt of a Company Order for the authentication and delivery
of Securities of that series shall authenticate and deliver, one or more
Securities of the same series of like tenor and amount.

     In connection with the transfer of all the beneficial interests in a global
Security of any series to beneficial owners pursuant to this Section 203, the
global Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depositary in exchange
for its beneficial interest in the global Security, an equal aggregate principal
amount of Securities of that series of authorized denominations.

     Neither the Company nor the Trustee will have any responsibility or
liability for any aspect of the records relating to, or payments made on account
of, Securities of any series by the Depositary, or for maintaining, supervising
or reviewing any records of the Depositary relating to such Securities. Neither
the Company nor the Trustee shall be liable for any delay by the related global
Security Holder or the Depositary in identifying the beneficial owners, and each
such Person may conclusively rely on, and shall be protected in relying on,
instructions from

                                    Page 16
<PAGE>

such global Security Holder or the Depositary for all purposes (including with
respect to the registration and delivery, and the respective principal amounts,
of the Securities to be issued).

     The provisions of the last sentence of Section 303 shall apply to any
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 103 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last sentence of Section 303.

     Notwithstanding the provisions of Sections 201 and 307, unless otherwise
specified as contemplated by Section 301, payment of principal of (and premium,
if any) and interest on and any Additional Amounts with respect to any Security
in permanent global form shall be made to the Person or Persons specified
therein.

     Global Securities may be issued in either temporary or permanent form.
Permanent global Securities will be issued in definitive form.

                                 ARTICLE THREE

                                 THE SECURITIES

SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
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 all other Securities);

          (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 1107);

          (3) whether any Securities of the series are to be issuable initially
     in temporary global form and whether any Securities of the series are to be
     issuable in permanent global form, and, if so, whether beneficial owners of
     interests in any such global Security may exchange such interests for
     Securities of such series and of like tenor of any authorized form and
     denomination and the circumstances under which any such exchanges may
     occur, if other than in the manner provided in Section 203, and the
     Depositary for any global Security or Securities of such series;

                                    Page 17
<PAGE>

          (4) the manner in which any interest payable on a temporary global
     Security on any Interest Payment Date will be paid if other than in the
     manner provided in Section 304;

          (5) the date or dates on which the principal of (and premium, if any,
     on) the Securities of the series is payable or the method of determination
     thereof,

          (6) the rate or rates, or the method of determination thereof, at
     which the Securities of the series shall bear interest, if any, whether and
     under what circumstances Additional Amounts with respect to such Securities
     shall be payable, the date or dates from which such interest shall accrue,
     the Interest Payment Dates on which such interest shall be payable and, if
     other than as set forth in Section 101, the Regular Record Date for the
     interest payable on any Securities on any Interest Payment Date;

          (7) the place or places where, subject to the provisions of Section
     1002, the principal of (and premium, if any), any interest on and any
     Additional Amounts with respect to the Securities of the series shall be
     payable;

          (8) the period or periods within which, the price or prices (whether
     denominated in cash, securities or otherwise) at which and the terms and
     conditions upon which Securities of the series may be redeemed, in whole or
     in part, at the option of the Company, if the Company is to have that
     option, and the manner in which the Company must exercise any such option,
     if different from those set forth herein;

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

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

          (11) the currency or currencies (including composite currencies) if
     other than Dollars, or the form, including equity securities, other debt
     securities (including Securities), warrants or any other securities or
     property of the Company or any other Person, in which payment of the
     principal of (and premium, if any), any interest on and any Additional
     Amounts with respect to the Securities of the series shall be payable;

          (12) if the principal of (and premium, if any) or interest on or any
     Additional Amounts with respect to the Securities of the series are to be
     payable, at the election of the Company or a Holder thereof, in a currency
     or currencies (including composite currencies) other than that in which the
     Securities are stated to be payable, the currency or currencies (including
     composite currencies) in which payment of the principal of (and premium, if
     any) and interest on, and any Additional Amounts with respect to,
     Securities of such series as to which such election is made shall be
     payable, and the periods within which and the terms and conditions upon
     which such election is to be made;

                                    Page 18
<PAGE>

          (13) if the amount of payments of principal of (and premium, if any),
     any interest on and any Additional Amounts with respect to the Securities
     of the series may be determined with reference to any commodities,
     currencies or indices, values, rates or prices or any other index or
     formula, the manner in which such amounts shall be determined;

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

          (15) any additional means of satisfaction and discharge of this
     Indenture with respect to Securities of the series pursuant to Section 401,
     any additional conditions to discharge pursuant to Section 401 or 403 and
     the application, if any, of Section 403;

          (16) any deletions or modifications of or additions to the definitions
     set forth in Section 101, the Events of Default set forth in Section 501 or
     covenants of the Company set forth in Article Ten pertaining to the
     Securities of the series;

          (17) if the Securities of the series are to be convertible into or
     exchangeable for equity securities, other debt securities (including
     Securities), warrants or any other securities or property of the Company or
     any other Person, at the option of the Company or the Holder or upon the
     occurrence of any condition or event, the terms and conditions for such
     conversion or exchange; and

          (18) whether the Securities of the initial series shall be issued upon
     a senior subordinated basis and, if so, the subordination provisions
     applicable to such series (and any related Subsidiary Guarantees) and to
     any other series that may be issued thereafter;

          (19) whether the Securities of the series shall be guaranteed by one
     or more Subsidiary Guarantors and, if so, the terms of the Subsidiary
     Guarantees, including the circumstances in which such Subsidiary Guarantees
     may be released; and

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

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

     At the option of the Company, interest on the Securities of any series that
bears interest may be paid by mailing a check to the address of any Holder as
such address shall appear in the Security Register.

     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 together
with such Board Resolution shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate setting forth the terms of the series.

                                    Page 19
<PAGE>

     The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article Thirteen.

SECTION 302.  DENOMINATIONS.

     The Securities of each series shall be issuable in such denominations as
shall be specified as contemplated by Section 301. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such
series denominated in Dollars shall be issuable in denominations of $1,000 and
any integral multiple thereof. Unless otherwise provided as contemplated by
Section 301 with respect to any series of Securities, any Securities of a series
denominated in a currency other than Dollars shall be issuable in denominations
that are the equivalent, as determined by the Company by reference to the noon
buying rate in The City of New York for cable transfers for such currency, as
such rate is reported or otherwise made available by the Federal Reserve Bank of
New York, on the applicable issue date for such Securities, of $1,000 and any
integral multiple thereof.

SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its President, its Treasurer or one of its Vice Presidents, under
its corporate seal reproduced thereon or affixed thereto attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities as in this
Indenture provided and not otherwise.

     If the form or terms of the Securities of the series have been established
in or pursuant to one or more Board Resolutions or any other method permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

          (a) if the form of such Securities has been established by or pursuant
     to Board Resolution as permitted by Section 201, that such form has been
     established in conformity with the provisions of this Indenture;

          (b) if the terms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 301, that such terms
     have been established in conformity with the provisions of this Indenture;
     and

          (c) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such

                                    Page 20
<PAGE>

     Opinion of Counsel, will constitute legal, valid and binding obligations of
     the Company, enforceable in accordance with their terms, except as such
     enforcement is subject to the effect of (i) bankruptcy, Insolvency,
     fraudulent conveyance, reorganization or other laws relating to or
     affecting creditors' rights and (ii) general principles of equity
     (regardless of whether such enforcement is considered in a proceeding in
     equity or at law).

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security, a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309 together
with a written statement (which need not comply with Section 103 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

SECTION 304.  TEMPORARY SECURITIES.

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

     Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions of the following paragraphs), if
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of definitive Securities of the
same series of authorized denominations.  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.

                                    Page 21
<PAGE>

     All Outstanding temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
the same series and of like tenor authenticated and delivered hereunder.

SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

     The Company shall cause to be kept for each series of Securities at one of
the offices or agencies maintained pursuant to Section 1002 a register (the
register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to as
the "Security Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities of such series. The Trustee is hereby initially
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

     Except as set forth in Section 203 or as may be provided pursuant to
Section 301, upon surrender for registration of transfer of any Security of any
series at the office or agency 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 and of like tenor, of any authorized denominations and of a like
aggregate principal amount.

     At the option of the Holder, Securities of any series (except a Security in
global form) may be exchanged for other Securities of the same series and of
like tenor, of any authorized denominations and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

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

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than exchange
pursuant to Section 304, 906 or 1107 not involving any transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities of such series selected for redemption and ending at the close of
business on the day of the mailing of the relevant notice of redemption or (ii)
to register the transfer of or exchange any Security so selected for redemption
in whole or in part, except the unredeemed portion of any Security being
redeemed in part.

                                    Page 22
<PAGE>

SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

     If any mutilated Security is surrendered to the Trustee, together with, in
appropriate cases, such security or indemnity as may be required by the Trustee
to save each of the Company, the Trustee and any agent of either of them
harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously outstanding.

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

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

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

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

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

SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

     Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid 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. Unless otherwise
provided with respect to the Securities of any series, payment of interest shall
be made by the Company by check mailed or delivered to the address of any Person
entitled thereto as such address shall appear in the Security Register, at the
expense of the Company.

     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

                                    Page 23
<PAGE>

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 to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this Clause provided. Thereupon the Trustee
     shall fix a Special Record Date for the payment of such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment. The Trustee shall
     promptly notify the Company of such Special Record Date and, in the name
     and at the expense of the Company, shall cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor to
     be mailed, first-class postage prepaid, to each Holder of Securities of
     such series at his address as it appears in the Security Register, not less
     than 10 days prior to such Special Record Date. The Trustee may, in its
     discretion, in the name and at the expense of the Company, cause a similar
     notice to be published at least once in an Authorized Newspaper, but such
     publication shall not be a condition precedent to the establishment of 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 on which such Securities may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee of the proposed payment pursuant
     to this 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, in exchange
for or in lieu of, any other Security, shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 308.  PERSONS DEEMED OWNERS.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of (and premium, if any) and
(subject to Sections 305 and 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and

                                    Page 24
<PAGE>

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

SECTION 309.  CANCELLATION.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee.
All Securities so delivered shall be promptly canceled by the Trustee. 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 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 as directed by a Company Order; PROVIDED that
the Trustee shall not be required to destroy such 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 year of twelve 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 numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.

     This Indenture shall upon Company Request cease to be of further effect
with respect to Securities of a series, and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to Securities of such series, when

                                    Page 25
<PAGE>

          (1)  either

               (A) all Securities of such series 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 whose payment money has theretofore been
          deposited in trust or segregated and held in trust by the Company and
          thereafter repaid to the Company or discharged from such trust, as
          provided in Section 1003) have been delivered to the Trustee for
          cancellation; or

               (B) with respect to all Outstanding Securities of such series not
          theretofore delivered to the Trustee for cancellation, the Company has
          deposited or caused to be deposited with the Trustee as trust funds,
          under the terms of an irrevocable escrow agreement in form and
          substance satisfactory to the Trustee, money or U.S. Government
          Obligations maturing as to principal and interest in such amounts and
          at such times as will (together with the income to accrue thereon and
          without consideration of any reinvestment thereof) be sufficient to
          pay and discharge (with such delivery in trust to be for the stated
          purpose of paying and discharging) the entire indebtedness on all
          Outstanding Securities of such series not theretofore delivered to the
          Trustee for cancellation for principal (and premium and Additional
          Amounts, if any) and interest to the Stated Maturity or any Redemption
          Date contemplated by the penultimate paragraph of this Section, as the
          case may be; or

               (C) the Company has properly fulfilled such other means of
          satisfaction and discharge as is specified, as contemplated by Section
          301, to be applicable to the Securities of such series;

          (2) the Company has paid or caused to be paid all other sums payable
     hereunder by the Company with respect to the Outstanding Securities of such
     series;

          (3) the Company has complied with any other conditions specified
     pursuant to Section 301 to be applicable to the discharge of Securities of
     such series pursuant to this Section 401;

          (4) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of this
     Indenture with respect to the Outstanding Securities of such series have
     been complied with;

          (5) if the conditions set forth in Section 401(1)(A) have not been
     satisfied, and unless otherwise specified pursuant to Section 301 for the
     Securities of such series, the Company has delivered to the Trustee an
     Opinion of Counsel to the effect that the Holders of Securities of such
     series will not recognize income, gain or loss for United States federal
     income tax purposes as a result of such deposit, satisfaction and discharge
     and will be subject to United States federal income tax on the same amount
     and in the same manner and at the same time as would have been the case if
     such deposit, satisfaction and discharge had not occurred; and

                                    Page 26
<PAGE>

          (6) no Default or Event of Default with respect to the Securities of
     such issue shall have occurred and be continuing on the date of such
     deposit or, insofar as clauses (5) or (6) of Section 501 are concerned, at
     any time in the period ending on the 91st day after the date of such
     deposit (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period).

     For the purposes of this Indenture, "U.S. Government Obligations" means
direct non-callable obligations of, or non-callable obligations the payment of
principal of and interest on which is guaranteed by, the United States of
America, or to the payment of which obligations or guarantees the full faith and
credit of the United States of America is pledged, or beneficial interests in a
trust the corpus of which consists exclusively of money or such obligations or a
combination thereof.

     If any Outstanding Securities of such series are to be redeemed prior to
their Stated Maturity, whether pursuant to any optional redemption provisions or
in accordance with any mandatory sinking fund requirement, the trust agreement
referred to in subclause (B) of clause (1) of this Section shall provide
therefor and the Company shall make such arrangements as are satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company.

     Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Outstanding Securities of such series pursuant to this Section
401, the obligations of the Company to the Trustee under Section 607, the
obligations to any Authenticating Agent under Section 614 and, except for a
discharge pursuant to subclause (A) of clause (1) of this Section, the
obligations of the Company under Sections 305, 306, 404, 610(e), 701, 1001 and
1002 and the obligations of the Trustee under Section 402 and the last paragraph
of Section 1003 shall survive.

SECTION 402.  APPLICATION OF TRUST MONEY.

     Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest and Additional Amounts for the payment of which such money has
been deposited with the Trustee.

SECTION 403.  DISCHARGE OF LIABILITY ON SECURITIES OF ANY SERIES.

     If this Section is specified, as contemplated by Section 301, to be
applicable to Securities of any series, the Company shall be deemed to have paid
and discharged the entire indebtedness on all the Outstanding Securities of such
series, the obligation of the Company under this Indenture and the Securities of
such series to pay the principal of (and premium, if any) and interest on and
any Additional Amounts with respect to Securities of such series, shall cease,
terminate and be completely discharged and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging such satisfaction and
discharge, when

          (1) the Company has complied with the provisions of Section 401 (other
     than any additional conditions specified pursuant to Sections 301 and
     401(3) and except that the Opinion of Counsel referred to in Section 401(5)
     shall state that it is based on a

                                    Page 27
<PAGE>

     ruling by the Internal Revenue Service or other change since the date
     hereof under applicable Federal income tax law) with respect to all
     Outstanding Securities of such series,

          (2) the Company has delivered to the Trustee a Company Request
     requesting such satisfaction and discharge,

          (3) the Company has complied with any other conditions specified
     pursuant to Section 301 to be applicable to the discharge of Securities of
     such series pursuant to this Section 403, and

          (4) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the discharge of the indebtedness on the
     Outstanding Securities of such series have been complied with.

     Upon the satisfaction of the conditions set forth in this Section with
respect to all the Outstanding Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; PROVIDED that, the Company shall not be discharged
from any payment obligations in respect of Securities of such series which are
deemed not to be Outstanding under clause (iii) of the definition thereof if
such obligations continue to be valid obligations of the Company under
applicable law or pursuant to Section 305 or 306.

SECTION 404.  REINSTATEMENT

     If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations deposited with respect to Securities of any series in
accordance with Section 401 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this Indenture with respect to the Securities of such series and the
Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to Section 401 until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with Section 401; PROVIDED, HOWEVER, that if the Company has made any
payment of principal of (or premium, if any), or interest on or any Additional
Amounts with respect to any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.  EVENTS OF DEFAULT.

     "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of Article
Thirteen or be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any

                                    Page 28
<PAGE>

order, rule or regulation of any administrative or governmental body), unless it
is either inapplicable to a particular series or it is specifically deleted or
modified in or pursuant to the supplemental indenture or Board Resolution
establishing such series of Securities or in the form of Security for such
series:

          (1) default in the payment of any interest on or any Additional
     Amounts with respect to any Security of that series when such interest or
     Additional Amounts become due and payable, and continuance of such default
     for a period of 30 days; or

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

          (3) default in the deposit of any mandatory 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 30 days; or

          (4) default in the performance or breach of any covenant or warranty
     of the Company in this Indenture (other than a covenant or warranty a
     default in whose performance or whose breach is elsewhere in this Section
     specifically dealt with or which has expressly been included in this
     Indenture solely for the benefit of one or more series of Securities other
     than that series), and continuance of such default or breach for a period
     of 90 days after there has been given, by registered or certified mail, to
     the Company by the Trustee or to the Company and the Trustee by the Holders
     of at least 25% in principal amount of all Outstanding Securities a written
     notice specifying such default or breach and requiring it to be remedied
     and stating that such notice is a "Notice of Default" hereunder; or

          (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
     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 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 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

                                    Page 29
<PAGE>

     to pay its debts generally as they become due, or the taking of corporate
     action by the Company in furtherance of any such action; or

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

     Notwithstanding the foregoing provisions of this Section 501, if the
principal of (and premium, if any) or any interest on, or Additional Amounts
with respect to, any Security is payable in a currency or currencies (including
a composite currency) other than Dollars and such currency (or currencies) is
(or are) not available to the Company for making payment thereof due to the
imposition of exchange controls or other circumstances beyond the control of the
Company (a "Conversion Event"), the Company will be entitled to satisfy its
obligations to Holders of the Securities by making such payment in Dollars in an
amount equal to the Dollar equivalent of the amount payable in such other
currency, as determined by the Company by reference to the noon buying rate in
The City of New York for cable transfers for such currency ("Exchange Rate"), as
such Exchange Rate is certified for customs purposes by the Federal Reserve Bank
of New York on the date of such payment, or, if such rate is not then available,
on the basis of the most recently available Exchange Rate. Notwithstanding the
foregoing provisions of this Section 501, any payment made under such
circumstances in Dollars where the required payment is in a currency other than
Dollars will not constitute an Event of Default under this Indenture.

     Promptly after the occurrence of a Conversion Event with respect to
Securities of any series, the Company shall give written notice thereof to the
Trustee; and the Trustee, promptly after receipt of such notice, shall give
notice thereof in the manner provided in Section 107 to the Holders of such
series. Promptly after the making of any payment in Dollars as a result of a
Conversion Event with respect to Securities of any series, the Company shall
give notice in the manner provided in Section 107 to the Holders of such series,
setting forth the applicable Exchange Rate and describing the calculation of
such payments.

SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default with respect to any 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 (i) the series affected by such default (in the case of an Event
of Default described in clause (1), (2), (3) or (7) of Section 501) or (ii) all
series of Securities (subject to the immediately following sentence, in the case
of an Event of Default described in clause (4) of Section 501) may declare the
principal amount (or, if any such Securities are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all of the Securities of the series affected by such
default or all series, as the case may be, 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 in clause
(5) or (6) of Section 501 shall occur, the principal amount of the Outstanding
Securities of all series IPSO FACTO shall become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

     At any time after such a declaration of acceleration with respect to
Securities of any series (or of all series, as the case may be) 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

                                    Page 30
<PAGE>

provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series (or of all series, as the case may be), 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, and any Additional Amounts with
          respect to, all Securities of that series (or of all series, as the
          case may be),

               (B) the principal of (and premium, if any, on) any Securities of
          that series (or of all series, as the case may be) which have become
          due otherwise than by such declaration of acceleration and interest
          thereon at the rate or rates prescribed therefor in such Securities
          (in the case of Original Issue Discount Securities, the Securities'
          Yield to Maturity),

               (C) to the extent that payment of such interest is lawful,
          interest upon overdue interest and any Additional Amounts at the rate
          or rates prescribed therefor in such Securities (in the case of
          Original Issue Discount Securities, the Securities' Yield to
          Maturity), and

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

          and

          (2) all Events of Default with respect to Securities of that series
     (or of all series, as the case may be), other than the non-payment of the
     principal of Securities of that series (or of all series, as the case may
     be) which have become due solely by such declaration of acceleration, have
     been cured or waived as provided in Section 512.

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 installment of interest on,
     or any Additional Amounts with respect to, any Security of any series when
     such interest or Additional Amounts shall have become due and payable and
     such default continues for a period of 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 premium, if any) and interest and Additional
Amounts and, to the extent that payment of such

                                    Page 31
<PAGE>

interest shall be legally enforceable, interest on any overdue principal (and
premium, if any) and on any overdue interest and Additional Amounts, at the rate
or rates prescribed therefor in such Securities (or in the case of Original
Issue Discount Securities, the Securities' Yield to Maturity), and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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

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

SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.

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

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

          (ii) to collect and receive any monies or other property payable or
     deliverable on any such claims and to distribute the same after deduction
     of its charges and expenses to the extent such charges and expenses are not
     paid out of the estate in any such proceeding;

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,

                                    Page 32
<PAGE>

expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 607.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceedings; PROVIDED, HOWEVER,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official.

SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR
              COUPONS.

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

SECTION 506.  APPLICATION OF MONEY COLLECTED.

     Subject to Article Thirteen, 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 premium, if any), interest or any Additional Amounts, upon
presentation of the Securities, and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

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

          SECOND:  To the payment of the amounts then due and unpaid for
     principal of (and premium, if any) and interest on and any Additional
     Amounts with respect to 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 premium, if any), interest and Additional
     Amounts, respectively; and

          THIRD: The balance, if any, to the Person or Persons entitled thereto.

     To the fullest extent allowed under applicable law, if for the purpose of
obtaining judgment against the Company in any court it is necessary to convert
the sum due in respect of the principal of (or premium, if any) or interest on
or any Additional Amounts with respect to the Securities of any series (the
"Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the New York
Business Day next preceding that on which final judgment is given.  Neither the
Company nor the Trustee shall be liable for any shortfall nor shall it benefit
from any windfall in payments to Holders of Securities under this Section caused
by a change in exchange rates between the time the amount of a

                                    Page 33
<PAGE>

judgment against it is calculated as above and the time the Trustee converts the
Judgment Currency into the Required Currency to make payments under this Section
to Holders of Securities, but payment of such judgment shall discharge all
amounts owed by the Company on the claim or claims underlying such judgment.

SECTION 507.  LIMITATION ON SUITS.

     Subject to Section 508, 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) an Event of Default with respect to Securities of such series
     shall have occurred and be continuing and such Holder has previously given
     written notice to the Trustee of such continuing Event of Default;

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

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

          (4) the Trustee for 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 during such 60-day period by the Holders of a majority in
     principal amount of the Outstanding Securities of that series;

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

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 premium, if any) and (subject to Section 307)
interest on and any Additional Amounts with respect to such Security on the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired or affected without the
consent of such Holder.

SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.

     If the Trustee or any Holder of any Security has instituted any proceeding
to enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned

                                    Page 34
<PAGE>

for any reason, then and in every such case the Company, the Trustee and the
Holders shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 511.  DELAY OR OMISSION NOT WAIVER.

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

SECTION 512.  CONTROL BY HOLDERS.

     With respect to Securities of any series, the Holders of a majority in
principal amount of the Outstanding Securities of such series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, relating to or arising under an Event of Default described in
clause (1), (2), (3) or (7) of Section 501, and with respect to all Securities
the Holders of a majority in principal amount of all Outstanding Securities
shall have the right to direct the time, method and place of conducting any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, not relating to or arising under such an Event of Default, PROVIDED
that in each such case

          (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; and

          (3) the Trustee need not take any action which might involve it in
     personal liability or be unduly prejudicial to the Holders not joining in
     such direction.


SECTION 513.  WAIVER OF PAST DEFAULTS.

     The Holders of a majority in principal amount of the Outstanding Securities
of any series may on behalf of the Holders of all the Securities of such series
waive any past default hereunder

                                    Page 35
<PAGE>

with respect to such series and its consequences, and the Holders of a majority
in principal amount of all Outstanding Securities may on behalf of the Holders
of all Securities waive any other past default hereunder and its consequences,
except in each case a default

          (1) in the payment of the principal of (or premium, if any) or
     interest on, or any Additional Amounts with respect to, any Security, or

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

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

SECTION 514.  UNDERTAKING FOR COSTS.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on, or any Additional Amounts with respect to, any Security
on or after the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on or after the Redemption Date).

SECTION 515.  WAIVER OF STAY OR EXTENSION LAWS.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                  ARTICLE SIX

                                  THE TRUSTEE

SECTION 601.  CERTAIN DUTIES AND RESPONSIBILITIES.

                                    Page 36
<PAGE>

          (a) Except during the continuance of an Event of Default with respect
     to the Securities of any series,

               (1) the Trustee undertakes to perform such duties and only such
          duties as are specifically set forth in this Indenture, and no implied
          covenants or obligations shall be read into this Indenture against the
          Trustee; and

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

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

          (c) No provision of this Indenture shall be construed to relieve the
     Trustee from liability for its own negligent action, its own negligent
     failure to act or its own willful misconduct, EXCEPT that

               (1) this Subsection shall not be construed to limit the effect of
          Subsection (a) of this Section;

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

               (3) 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 of a majority in principal amount of the
          Outstanding Securities of any series or of all series, determined as
          provided in Section 511, relating to the time, method and place of
          conducting any proceeding for any remedy available to the Trustee, or
          exercising any trust or power conferred upon the Trustee, under this
          Indenture with respect to the Securities of such series; and

               (4) 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 indemnity
          satisfactory to it against such risk or liability is not assured to
          it.

                                    Page 37
<PAGE>

          (d) Whether or not therein expressly so provided, every provision of
     this Indenture relating to the conduct or affecting the liability of or
     affording protection to the Trustee shall be subject to the provisions of
     this Section.

SECTION 602.  NOTICE OF DEFAULTS.

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall give notice of such default
hereunder known to the Trustee to all Holders of Securities of such series in
the manner provided in Section 107, unless such default shall have been cured or
waived; PROVIDED, HOWEVER, that, except in the case of a default in the payment
of the principal of (or premium, if any) or interest on, or any Additional
Amounts with respect to, any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of Securities of
such series; AND PROVIDED, FURTHER, 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 30 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event, act or condition which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

SECTION 603.  CERTAIN RIGHTS OF TRUSTEE.

     Subject to the provisions of Section 601:

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

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

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

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

          (e) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the Holders pursuant to this Indenture, unless such Holders shall
     have offered to the Trustee security

                                    Page 38
<PAGE>

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

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

          (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and, except for any Affiliates of the Trustee, 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; and

          (h) the Trustee shall not be deemed to know of any Default or Event of
     Default unless the Trustee shall have received notice thereof as provided
     in Section 106 hereof or a trust officer of the Trustee shall have actual
     knowledge thereof.


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

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness.  The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 605.  MAY HOLD SECURITIES.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 606.  MONEY HELD IN TRUST.

     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

SECTION 607.  COMPENSATION AND REIMBURSEMENT.

     The Company agrees

                                    Page 39
<PAGE>

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

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

          (3) to indemnify the Trustee and each of its directors, officers,
     employees, agents and/or representatives for, and to hold each of them
     harmless against, any loss, liability or expense (including taxes, other
     than taxes based upon or determined or measured by the income of the
     Trustee) incurred without negligence or bad faith on each of their part,
     arising out of or in connection with the acceptance or administration of
     the trust or trusts hereunder, including the costs and expenses of
     defending themselves against any claim or liability in connection with the
     exercise or performance of any of the Trustee's powers or duties hereunder.

     As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of, premium, if any, or interest, if any,
on, or any Additional Amounts with respect to, particular Securities.

     The Trustee shall promptly notify the Company of any claim for which the
Trustee may seek indemnity, including costs and expenses of defending itself
against any claim for liability arising from the exercise or performance of any
of its powers or duties hereunder.  The failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder unless such
failure results in the forfeiture by the Company of substantive rights or
defenses.  The Company will be entitled to participate in any proceeding and, to
the extent that it may wish, to assume the defense thereof, at its expense, with
counsel reasonably satisfactory to the Trustee; provided, however, that if (i)
the use of counsel chosen by the Company to represent the Trustee would present
such counsel with a conflict of interest, (ii) the defendants in any such action
include both the Company and the Trustee and the Trustee shall have been advised
by counsel that there may be one or more legal defenses available to it that are
different from or additional to those available to the Company, or (iii) the
Company shall not have employed counsel reasonably satisfactory to the Trustee
to represent the Trustee within a reasonable time after receipt by the Company
of notice of the institution of such action, then, in each such case, the
Company shall not have the right to direct the defense of such action on behalf
of the Trustee and the Trustee shall have the right to select separate counsel
to defend such action at the Company's expense.  If the Company assumes the
defense in any such proceeding and the Trustee elects to have separate counsel
participate in such proceeding, except as otherwise provided by this paragraph,
the Trustee shall be solely responsible for the fees and expenses of such
counsel.

     Any expenses and compensation for any services rendered by the Trustee
after the occurrence of an Event of Default specified in clause (5) or (6) of
Section 501 shall constitute expenses and compensation for services of
administration under all applicable federal or state bankruptcy, insolvency,
reorganization or other similar laws.

     The provisions of this Section shall survive the termination of this
Indenture.

                                    Page 40
<PAGE>

SECTION 608.  DISQUALIFICATION; CONFLICTING INTERESTS.

          (a) If the Trustee has or shall acquire any conflicting interest, as
     defined in this Section, with respect to the Securities of any series, it
     shall, within 90 days after ascertaining that it has such conflicting
     interest, either eliminate such conflicting interest or resign with respect
     to the Securities of that series in the manner and with the effect
     hereinafter specified in this Article.

          (b) In the event that the Trustee shall fail to comply with the
     provisions of Subsection (a) of this Section with respect to the Securities
     of any series, the Trustee shall, within 10 days after the expiration of
     such 90-day period, transmit by mail to all Holders of Securities of that
     series, as their names and addresses appear in the Security Register,
     notice of such failure.

          (c) For the purposes of this Section, the term "conflicting interest"
     shall have the meaning specified in Section 310(b) of the Trust Indenture
     Act and the Trustee shall comply with Section 310(b) of the Trust Indenture
     Act; PROVIDED that there shall be excluded from the operation of Section
     310(b)(1) of the Trust Indenture Act with respect to the Securities of any
     series any indenture or indentures under which other securities, or
     certificates of interest or participation in other securities, of the
     Company are outstanding, if the requirements for such exclusion set forth
     in Section 310(b)(1) of the Trust Indenture Act are met. For purposes of
     the preceding sentence, the optional provision permitted by the second
     sentence of Section 310(b)(9) of the Trust Indenture Act shall be
     applicable.

SECTION 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be a Trustee hereunder which shall 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 exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 and subject to supervision or examination by Federal or
State (or District of Columbia) authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee 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.

     The Indenture shall always have a Trustee who satisfies the requirements of
Sections 310(a)(1), 310(a)(2) and 310(a)(5) of the Trust Indenture Act.

SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

                                    Page 41
<PAGE>

          (b) 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 resigning Trustee within 30 days after
     the giving of such notice of resignation, the resigning Trustee may
     petition any court of competent jurisdiction for the appointment of a
     successor Trustee with respect to the Securities of such series.

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

          (d)  If at any time:

               (1) the Trustee shall fail to comply with Section 608(a) after
          written request therefor by the Company or by any Holder who has been
          a bona fide Holder of a Security for at least six months, or

               (2) the Trustee shall cease to be eligible under Section 609 and
          shall fail to resign after written request therefor by the Company or
          by any such Holder of Securities, 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, (i) the Company by a Board Resolution may remove the
          Trustee with respect to all Securities, or (ii) subject to Section
          513, any Holder who has been a bona fide Holder of a Security for at
          least six months may, on behalf of himself and all others similarly
          situated, petition any court of competent jurisdiction for the removal
          of the Trustee with respect to all Securities and the appointment of a
          successor Trustee or Trustees.

          (e) If the Trustee shall resign, be removed or become incapable of
     acting, or if a vacancy shall occur in the office of Trustee for any cause,
     with respect to the Securities of one or more series, the Company, by a
     Board Resolution, shall promptly appoint a successor Trustee or Trustees
     with respect to the Securities of that or those series (it being understood
     that any such successor Trustee may be appointed with respect to the
     Securities of one or more or all of such series and that at any time there
     shall be only one Trustee with respect to the Securities of any particular
     series) and such successor Trustee or Trustees shall comply with the
     applicable requirements of Section 611. If no successor Trustee with
     respect to the Securities of any series shall have been so appointed by the
     Company and accepted appointment in the manner required by Section 611, any
     Holder who has been a bona fide Holder of a Security of such series for at
     least six months may, on behalf of himself and all others similarly
     situated, petition any court of  competent jurisdiction for the appointment
     of a successor Trustee with respect to the Securities of such series.

          (f) The Company shall give notice of each resignation and each removal
     of the Trustee with respect to the Securities of any series and each
     appointment of a successor Trustee with respect to the Securities of any
     series by mailing written notice of

                                    Page 42
<PAGE>

     such event by first-class mail, postage prepaid, to all Holders of
     Securities of such series as their names and addresses appear in the
     Security Register. Each notice shall include the name of the successor
     Trustee with respect to the Securities of such series and the address of
     its Corporate Trust Office.

SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          (a) 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.

          (b) In case of the appointment hereunder of a successor Trustee with
     respect to the Securities of one or more (but not all) series, the Company,
     the retiring Trustee and each successor Trustee with respect to the
     Securities of one or more series shall execute and deliver an indenture
     supplemental hereto wherein each successor Trustee shall accept such
     appointment and which (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.

          (c) Upon request of any such successor Trustee, the Company shall
     execute any and all instruments for more fully and certainly vesting in and
     confirming to such

                                    Page 43
<PAGE>

     successor Trustee all such rights, powers and trusts referred to in
     paragraph (a) or (b) of this Section, as the case may be.

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

SECTION 612.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

SECTION 613.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

SECTION 614.  APPOINTMENT OF AUTHENTICATING AGENT.

     The Trustee may appoint an Authenticating Agent or Agents (with respect to
one or more series of Securities) which shall be authorized to act on behalf of
the Trustee to authenticate Securities issued upon original issue and upon
exchange, registration of transfer or partial redemption 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 having a combined capital and surplus of not less than
$50,000,000 or equivalent amount expressed in a foreign currency and subject to
supervision or examination by Federal or State (or District of Columbia)
authority or authority of such country. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

                                    Page 44
<PAGE>

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

     An Authenticating Agent for any series of Securities 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 for such series may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail, postage
prepaid, to all Holders as their names and addresses appear in the Security
Register. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

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

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

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


                              [NAME OF TRUSTEE],
                                 AS TRUSTEE


                              By_____________________________,
                                  AS AUTHENTICATING AGENT



                              By_____________________________,
                                   "AUTHORIZED SIGNATORY"


     Notwithstanding any provision of this Section 614 to the contrary, if at
any time any Authenticating Agent appointed hereunder with respect to any series
of Securities shall not also

                                    Page 45
<PAGE>

be acting as the Security Registrar hereunder with respect to any series of
Securities, then, in addition to all other duties of an Authenticating Agent
hereunder, such Authenticating Agent shall also be obligated: (i) to furnish to
the Security Registrar promptly all information necessary to enable the Security
Registrar to maintain at all times an accurate and current Security Register;
and (ii) prior to authenticating any Security denominated in a foreign currency,
to ascertain from the Company the units of such foreign currency that are
required to be determined by the Company pursuant to Section 302.

                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

     With respect to each series of Securities, the Company will furnish or
cause to be furnished to the Trustee:

          (a) semi-annually, not more than 15 days after each Regular Record
     Date relating to that series (or, if there is no Regular Record Date
     relating to that series, on January 1 and July 1), a list, in such form as
     the Trustee may reasonably require, of the names and addresses of the
     Holders of that series as of such dates, and

          (b) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content, such list to be dated as of a date not more than
     15 days prior to the time such list is furnished; PROVIDED, that so long as
     the Trustee is the Security Registrar, the Company shall not be required to
     furnish or cause to be furnished such a list to the Trustee.  The Company
     shall otherwise comply with Section 310(a) of the Trust Indenture Act.

SECTION 702.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

          (a) The Trustee shall preserve, in as current a form as is reasonably
     practicable, the names and addresses of Holders of each series contained in
     the most recent list furnished to the Trustee as provided in Section 701
     and the names and addresses of Holders of each series received by the
     Trustee in its capacity as Security Registrar, if applicable. The Trustee
     may destroy any list furnished to it as provided in Section 701 upon
     receipt of a new list so furnished. The Trustee shall otherwise comply with
     Section 310(a) of the Trust Indenture Act.

          (b) Holders of Securities may communicate pursuant to Section 312(b)
     the Trust Indenture Act with other Holders with respect to their rights
     under this Indenture or under the Securities.

          (c) Every Holder of Securities, by receiving and holding the same,
     agrees with the Company, each Subsidiary Guarantor and the Trustee that
     neither the Company, any Subsidiary Guarantor nor the Trustee nor any agent
     of either of them shall be held accountable by reason of the disclosure of
     any such information as to the names and

                                    Page 46
<PAGE>

     addresses of the Holders in accordance with Section 702(b), regardless of
     the source from which such information was derived, and that the Trustee
     shall not be held accountable by reason of mailing any material pursuant to
     a request made under Section 702(b). The Company, the Trustee, the Security
     Registrar and any other Person shall have the protection of Section 312(c)
     of the Trust Indenture Act.

SECTION 703.  REPORTS BY TRUSTEE.

          (a) Within 60 days after May 15 of each year after the execution of
     this Indenture, the Trustee shall transmit by mail to Holders a brief
     report dated as of such May 15 that complies with Section 313(a) of the
     Trust Indenture Act.

          (b) The Trustee shall comply with Section 313(b) of the Trust
     Indenture Act.

          (c) Reports pursuant to this Section shall be transmitted by mail as
     required by Sections 313(c) and 313(d) of the Trust Indenture Act:

               (1) to all Holders of Securities, as the names and addresses of
          such Holders appear in the Security Register;

               (2) to such Holders of Securities as have, within the two years
          preceding such transmissions, filed their names and addresses with the
          Trustee for that purpose; and

               (3) except in the case of reports pursuant to Subsection (b) of
          this Section, to each Holder of a Security whose name and address is
          preserved at the time by the Trustee, as provided in Section 702(a).

          (d) A copy of each report pursuant to Subsection (a) or (b) of this
     Section 703 shall, at the time of its transmission to Holders, be filed by
     the Trustee with each stock exchange upon which any Securities are listed,
     with the Commission and with the Company. The Company will notify the
     Trustee when any Securities are listed on any stock exchange.

SECTION 704.  REPORTS BY COMPANY.

     The Company shall file with the Trustee, within 15 days after the Company
is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended, and shall otherwise comply with Section 314(a)of the
Trust Indenture Act.

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

                                    Page 47
<PAGE>

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

               (1) 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 or
          trust 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 and any Additional Amounts with
          respect to 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 after giving effect to such transaction, no Event
          of Default, and no event, act or condition which, after notice or
          lapse of time or both, would become an Event of Default, shall have
          happened and be continuing; and

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

SECTION 802.  SUCCESSOR PERSON SUBSTITUTED.

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

                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

                                    Page 48
<PAGE>

          (1) to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants of the Company herein
     and in the Securities; or

          (2) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for the benefit of less than all series of Securities, stating that such
     covenants are expressly being included solely for the benefit of such
     series), to convey, transfer, assign, mortgage or pledge any property to or
     with the Trustee or otherwise secure any series of the Securities or to
     surrender any right or power herein conferred upon the Company; or

          (3) to add any additional Events of Default with respect to all or any
     series of the Securities (and, if such Event of Default is applicable to
     less than all series of Securities, specifying the series to which such
     Event of Default is applicable); or

          (4) to change or eliminate any of the provisions of this Indenture,
     PROVIDED that any such change or elimination shall become effective only
     when there is no Security Outstanding of any series created prior to the
     execution of such supplemental indenture which is adversely affected by
     such change in or elimination of such provision; or

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

          (6) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Section 401; PROVIDED,
     HOWEVER, that any such action shall not adversely affect the interest of
     the Holders of Securities of such series or any other series of Securities
     in any material respect; or

          (7) 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(b); or

          (8) 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 such other provisions as
     may be made shall not adversely affect the interests of the Holders of
     Securities of any series in any material respect; or

          (9) to secure any Securities or any Subsidiary Guarantee pursuant to
     the terms thereof; or

          (10) to release a Subsidiary Guarantor from its obligations under this
     Indenture and its Subsidiary Guarantee in accordance with the provisions
     hereof and thereof.

SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                                    Page 49
<PAGE>

     With the consent of the Holders of a majority in principal amount of the
Outstanding Securities of all series affected by such supplemental indenture
(acting as one class), by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; PROVIDED, HOWEVER,
that no such supplemental indenture shall, without the consent of the Holder of

each Outstanding Security affected thereby,

          (1) change the Stated Maturity of the principal of, or any installment
     of principal of or interest on, any Security, or reduce the principal
     amount thereof or the rate of interest thereon, any Additional Amounts with
     respect thereto or any premium payable upon the redemption thereof, or
     change any obligation of the Company to pay Additional Amounts (except as
     contemplated by Section 801(1) and permitted by Section       901(1)), or
     reduce the amount of the principal of an Original Issue Discount Security
     that would be due and payable upon a declaration of acceleration of the
     Maturity thereof pursuant to Section 502, or change any Place of Payment
     where, or the coin or currency or currencies (including composite
     currencies) in which, any Security or any premium or any interest thereon
     or Additional Amounts with respect thereto is payable, or impair the right
     to institute suit for the enforcement of any such payment on or after the
     Stated Maturity thereof (or, in the case of redemption, on or after the
     Redemption Date) or modify the provisions of this Indenture with respect to
     the subordination of any Security in a manner adverse to the Holder
     thereof, or

          (2) reduce the percentage in principal amount of Outstanding
     Securities, 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 512 or
     Section 1006, except to increase any such percentage or to provide with
     respect to any particular series the right to condition the effectiveness
     of any supplemental indenture as to that series on the consent of the
     Holders of a specified percentage of the aggregate principal amount of
     Outstanding Securities of such series (which provision may be made pursuant
     to Section 301 without the consent of any Holder) 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(b) and 901(7).

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.

                                    Page 50
<PAGE>

     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
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties, immunities or liabilities under this Indenture or
otherwise.

SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

                                  ARTICLE TEN

                                   COVENANTS

SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any), interest on and any Additional Amounts with respect to the Securities
of that series in accordance with the terms of the Securities and this
Indenture.

SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.

                                    Page 51
<PAGE>

     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 at the Corporate Trust
Office of the Trustee.

     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 (and premium, if any) or interest on or any Additional Amounts with
respect to any of the Securities of that series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay the
principal (and premium, if any) or interest or any Additional Amounts 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, the Company will, on or before each due date of the principal of
(and premium, if any) or interest on any Securities of that series, deposit with
a Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure 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), interest on or any Additional Amounts with respect to
     Securities of that series in trust for the benefit of the Persons entitled
     thereto until such sums shall be paid to such Persons or otherwise disposed
     of as herein provided;

          (2) give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities of that series) in the making of any
     payment of principal (and

                                    Page 52
<PAGE>

     premium, if any), interest on or any Additional Amounts with respect to the
     Securities of that series; and

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

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

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on or any Additional Amounts with respect to any Security of any
series and remaining unclaimed for three years after such principal (and
premium, if any) or interest or Additional Amounts have become due and payable
shall, unless otherwise required by mandatory provisions of applicable escheat,
or abandoned or unclaimed property law, be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and 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 an
Authorized Newspaper in The Borough of Manhattan, The City of New York and in
such other Authorized Newspapers as the Trustee shall deem appropriate, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will, unless otherwise required
by mandatory provisions of applicable escheat, or abandoned or unclaimed
property law, be repaid to the Company.

SECTION 1004.  EXISTENCE.

     Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.

SECTION 1005.  STATEMENT BY OFFICERS AS TO DEFAULT.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof so long as any
Security is outstanding hereunder, an Officers' Certificate, complying with
Section 314(a) of the Trust Indenture Act, stating that a review of the
activities of the Company during such year and of performance under this
Indenture has been made under the supervision of the signers thereof and whether
or not to the best of their knowledge, based upon such review, the Company is in
default in the performance, observance or fulfillment of any of its covenants
and other obligations under this Indenture, and if the Company shall be in
default, specifying each such default known to them and the nature and status
thereof. One of the officers signing the Officers' Certificate delivered

                                    Page 53
<PAGE>

pursuant to this Section 1005 shall be the principal executive, financial or
accounting officer of the Company.

     For purposes of this Section, such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Indenture.

SECTION 1006.  WAIVER OF CERTAIN COVENANTS.

     The Company may omit in any particular instance to comply with any covenant
or condition set forth in Section 1004, or any covenant added for the benefit of
any series of Securities as contemplated by Section 301 (unless otherwise
specified pursuant to Section 301) if before or after the time for such
compliance the Holders of a majority in principal amount of the Outstanding
Securities of all series affected by such omission (acting as one class) shall,
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant 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 covenant or
condition shall remain in full force and effect.

SECTION 1007.  ADDITIONAL AMOUNTS.

     If the Securities of a series expressly provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of such
series Additional Amounts as expressly provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of or
any premium or interest on, or in respect of, any Security of any series or the
net proceeds received from the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided for in this Section to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section and express mention of the payment of Additional
Amounts (if applicable) in any provisions hereof shall not be construed as
excluding Additional Amounts in those provisions hereof where such express
mention is not made.

     If the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers' Certificate, the
Company shall furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities and the Company will pay to such Paying Agent the
Additional Amounts required by this Section. The Company covenants to indemnify
the Trustee and any Paying Agent for, and to hold them harmless against any
loss, liability or expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officers' Certificate furnished pursuant to this
Section 1007.

                                    Page 54
<PAGE>

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.  APPLICABILITY OF ARTICLE.

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

SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     Unless otherwise provided with respect to the Securities of a series as
contemplated by Section 301, the election of the Company to redeem any
Securities shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company of less than all the Securities of any series,
the Company shall, at least 45 days prior to the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

SECTION 1103.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 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 portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series or of the principal amount
of global Securities of such series.

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

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities 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 in the manner provided in Section 107
to each Holder of Securities to be redeemed not less than 30 nor more than 60
days prior to the Redemption Date.

     All notices of redemption shall state:

                                    Page 55
<PAGE>

          (1)  the Redemption Date,

          (2)  the Redemption Price,

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

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

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

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

          and

          (7) the "CUSIP" number, if applicable.

     A notice of redemption as contemplated by Section 107 need not identify
particular Securities to be redeemed. Notice of redemption of Securities to be
redeemed at the election of the Company shall be given by the Company or, at the
Company's request, by the Trustee in the name and at the expense of the Company.

SECTION 1105.  DEPOSIT OF REDEMPTION PRICE.

     On or before 10:00 a.m., Houston, Texas time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, and any Additional Amounts with respect to, all the
Securities which are to be redeemed on that date.

SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
(and any Additional Amounts) to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

                                    Page 56
<PAGE>

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security or, in the case of Original Issue Discount Securities, the Securities'
Yield to Maturity.

SECTION 1107.  SECURITIES REDEEMED IN PART.

     Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and Stated Maturity, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

SECTION 1108.  PURCHASE OF SECURITIES.

     Unless otherwise specified as contemplated by Section 301, the Company and
any Affiliate of the Company may at any time purchase or otherwise acquire
Securities in the open market or by private agreement. Such acquisition shall
not operate as or be deemed for any purpose to be a redemption of the
indebtedness represented by such Securities. Any Securities purchased or
acquired by the Company may be delivered to the Trustee and, upon such delivery,
the indebtedness represented thereby shall be deemed to be satisfied. Section
309 shall apply to all Securities so delivered.

                                 ARTICLE TWELVE

                                 SINKING FUNDS

SECTION 1201.  APPLICABILITY OF ARTICLE.

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

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

SECTION 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

                                    Page 57
<PAGE>

such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; PROVIDED that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking payment shall be reduced
accordingly.

SECTION 1203.  REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less than 45 days prior (unless a shorter period shall be satisfactory
to the Trustee) to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivery of or by crediting Securities of that series pursuant to Section 1202
and will also deliver to the Trustee any Securities to be so delivered. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

                                ARTICLE THIRTEEN

                                 SUBORDINATION

SECTION 1301.  SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS.

     The Company and each Holder of a Security, by his acceptance thereof, agree
that (a) the payment of the principal of, premium (if any) and interest on and
any Additional Amounts with respect to each and all the Securities and (b) any
other payment in respect of the Securities, including on account of the
acquisition or redemption of Securities by the Company, is subordinated, to the
extent and in the manner provided in this Article Thirteen, to the prior payment
in full of all Senior Indebtedness of the Company, whether outstanding at the
date of this Indenture or thereafter created, incurred, assumed or guaranteed,
and that these subordination provisions are for the benefit of the holders of
Senior Indebtedness.

     This Article Thirteen shall constitute a continuing offer to all Persons
who, in reliance upon such provisions, become holders of, or continue to hold,
Senior Indebtedness, and such provisions are made for the benefit of the holders
of Senior Indebtedness, and such holders are made obligees hereunder and any one
or more of them may enforce such provisions.

SECTION 1302.  NO PAYMENT ON SECURITIES IN CERTAIN CIRCUMSTANCES.

          (a) No payment shall be made by or on behalf of the Company on account
     of the principal of, premium (if any) or interest on or any Additional
     Amounts with respect to the Securities of any series or to acquire any of
     such Securities (including any repurchases of such Securities pursuant to
     the provisions hereof or thereof at the option of the Holder of such
     Securities) for cash or property (other than Junior securities of the

                                    Page 58
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     Company), or on account of any redemption provisions of such Securities, in
     the event of default in payment of any principal of, premium (if any) or
     interest on any Senior Indebtedness of the Company when the same becomes
     due and payable, whether at maturity or at a date fixed for prepayment or
     by declaration or otherwise (a "Payment Default"), unless and until such
     Payment Default has been cured or waived or otherwise has ceased to exist.

          (b) No payment shall be made by or on behalf of the Company on account
     of the principal of, premium (if any) or interest on or any Additional
     Amounts with respect to the Securities of any series or to acquire any of
     such Securities (including any repurchases of such Securities pursuant to
     the provisions hereof or thereof at the option of the Holder of such
     Securities) for cash or property (other than Junior securities of the
     Company), or on account of any redemption provisions of such Securities, in
     the event of any event of default (other than a Payment Default) with
     respect to any Designated Senior Indebtedness permitting the holders of
     such Designated Senior Indebtedness (or a trustee or other representative
     on behalf of the holders thereof) to declare such Designated Senior
     Indebtedness due and payable prior to the date on which it would otherwise
     have become due and payable, upon written notice thereof to the Company and
     the Trustee by any holders of Designated Senior Indebtedness (or a trustee
     or other representative on behalf of the holders thereof) (the "Payment
     Notice"), unless and until such event of default shall have been cured or
     waived or otherwise has ceased to exist; PROVIDED, that such payments may
     not be prevented pursuant to this Section 1302(b) for more than 179 days
     after an applicable Payment Notice has been received by the Trustee unless
     the Designated Senior Indebtedness in respect of which such event of
     default exists has been declared due and payable in its entirety, in which
     case no such payment may be made until such acceleration has been rescinded
     or annulled or such Designated Senior Indebtedness has been paid in full.
     No event of default that existed or was continuing on the date of any
     Payment Notice (whether or not such event of default is on the same issue
     of Designated Senior Indebtedness) may be made the basis for the giving of
     a second Payment Notice, and only one such Payment Notice may be given in
     any 365-day period.

          (c) In furtherance of the provisions of Section 1301, in the event
     that, notwithstanding the foregoing provisions of this Section 1302, any
     payment or distribution of assets of the Company (other than Junior
     securities of the Company) shall be received by the Trustee or the Holders
     of Securities of any series at a time when such payment or distribution was
     prohibited by the provisions of this Section 1302, then, unless such
     payment or distribution is no longer prohibited by this Section 1302, such
     payment or distribution (subject to the provisions of Section 1307) shall
     be received and held in trust by the Trustee or such Holder or Paying Agent
     for the benefit of the holders of Senior Indebtedness of the Company, and
     shall be paid or delivered by the Trustee or such Holders or such Paying
     Agent, as the case may be, to the holders of Senior Indebtedness of the
     Company remaining unpaid or unprovided for or their representative or
     representatives, or to the trustee or trustees under any indenture pursuant
     to which any instruments evidencing such Senior Indebtedness of the Company
     may have been issued, ratably, according to the aggregate amounts remaining
     unpaid on account of such Senior Indebtedness of the Company held or
     represented by each, for application to the payment of all Senior
     Indebtedness in full after giving effect to all concurrent payments and
     distributions to or for the holders of such Senior Indebtedness.

                                    Page 59
<PAGE>

SECTION 1303.  SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR
            INDEBTEDNESS ON DISSOLUTION, LIQUIDATION OR REORGANIZATION.

     Upon any distribution of assets of the Company or upon any dissolution,
winding up, total or partial liquidation or reorganization of the Company,
whether voluntary or involuntary, in bankruptcy, insolvency, receivership or
similar proceeding or upon assignment for the benefit of creditors:

          (a) the holders of all Senior Indebtedness of the Company shall first
     be entitled to receive payments in full before the Holders of Securities of
     any series are entitled to receive any payment on account of the principal
     of, premium (if any) or interest on or any Additional Amounts with respect
     to such Securities (other than Junior securities of the Company);

          (b) any payment or distribution of assets of the Company of any kind
     or character, whether in cash, property or securities (other than Junior
     securities of the Company), to which the Holders of Securities of any
     series or the Trustee on behalf of such Holders would be entitled, except
     for the provisions of this Article Thirteen, shall be paid by the
     liquidating trustee or agent or other Person making such a payment or
     distribution directly to the holders of such Senior Indebtedness or their
     representative, ratably according to the respective amounts of Senior
     Indebtedness held or represented by each, to the extent necessary to make
     payment in full of all such Senior Indebtedness remaining unpaid after
     giving effect to all concurrent payments and distributions to the holders
     of such Senior Indebtedness; and

          (c) in the event that, notwithstanding the foregoing, any payment or
     distribution of assets of the Company of any kind or character, whether in
     cash, property or securities (other than Junior securities of the Company),
     shall be received by the Trustee or the Holders of Securities of any series
     or any Paying Agent (or, if the Company or any Affiliate of the Company is
     acting as its own Paying Agent, money for any such payment or distribution
     shall be segregated or held in trust) on account of the principal of,
     premium (if any) or interest on or any Additional Amounts with respect to
     the Securities of such series before all Senior Indebtedness of the Company
     is paid in full, such payment or distribution (subject to the provisions of
     Section 1307) shall be received and held in trust by the Trustee or such
     Holder or Paying Agent for the benefit of the holders of such Senior
     Indebtedness, or their respective representatives, ratably according to the
     respective amounts of such Senior Indebtedness held or represented by each,
     to the extent necessary to make payment as provided herein of all such
     Senior Indebtedness remaining unpaid after giving effect to all concurrent
     payments and distributions and all provisions therefor to or for the
     holders of such Senior Indebtedness, but only to the extent that as to any
     holder of such Senior Indebtedness, as promptly as practical following
     notice from the Trustee to the holders of such Senior Indebtedness that
     such prohibited payment has been received by the Trustee, Holder(s) or
     Paying Agent (or has been segregated as provided above), such holder (or a
     representative therefor) notifies the Trustee of the amounts then due and
     owing on such Senior Indebtedness, if any, held by such holder and only the
     amounts specified in such notices to the Trustee shall be paid to the
     holders of such Senior Indebtedness.

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<PAGE>

SECTION 1304.  SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

     Subject to the payment in full of all Senior Indebtedness of the Company as
provided herein, the Holders of the Securities shall be subrogated (to the
extent of the payments or distributions made to the holders of such Senior
Indebtedness pursuant to the provisions of this Article) to the rights of the
holders of such Senior Indebtedness to receive payments or distributions of
assets of the Company applicable to the Senior Indebtedness until all amounts
owing on the Securities shall be paid in full. For the purpose of such
subrogation, no such payments or distributions to the holders of such Senior
Indebtedness by the Company, or by or on behalf of the Holders of the Securities
by virtue of this Article Thirteen, which otherwise would have been made to such
Holders shall, as between the Company and such Holders, be deemed to be payment
by the Company or on account of such Senior Indebtedness, it being understood
that the provisions of this Article Thirteen are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities, on the
one hand, and the holders of such Senior Indebtedness, on the other hand.

    If any payment or distribution to which the Holders of the Securities would
otherwise have been entitled but for the provisions of this Article Thirteen
shall have been applied, pursuant to the provisions of this Article Thirteen, to
the payment of amounts payable under Senior Indebtedness of the Company, then
such Holders shall be entitled to receive from the holders of such Senior
Indebtedness any payments or distributions received by such holders of Senior
Indebtedness in excess of the amount sufficient to pay all amounts payable under
or in respect of such Senior Indebtedness in full.

SECTION 1305.  OBLIGATIONS OF THE COMPANY UNCONDITIONAL.

    Nothing contained in this Article Thirteen or elsewhere in this Indenture or
in the Securities is intended to or shall impair, as between the Company and the
Holders of the Securities of any series, the obligation of the Company, which is
absolute and unconditional, to pay to such Holders the principal of, premium (if
any) and interest on and any Additional Amounts with respect to the Securities
of such series 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 such
Holders and creditors of the Company other than the holders of the 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
Thirteen, of the holders of Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy.
Notwithstanding anything to the contrary in this Article Thirteen or elsewhere
in this Indenture or in the Securities, upon any distribution of assets of the
Company referred to in this Article Thirteen, the Trustee, subject to the
provisions of Sections 601 and 603, and the Holders of the Securities shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending, or a certificate of the liquidating
trustee or agent or other Person making any distribution to the Trustee or to
such Holders for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Thirteen so long as such court has been apprised of the
provisions of, or the order, decree or certificate makes reference to, the
provisions of this Article Thirteen.

                                    Page 61
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SECTION 1306.  TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF
               NOTICE.

    The Trustee shall not at any time be charged with knowledge of the existence
of any facts that would prohibit the making of any payment to or by the Trustee
unless and until a Responsible Officer of the Trustee or any Paying Agent shall
have received, no later than two Business Days prior to such payment, written
notice thereof from the Company or from one or more holders of Senior
Indebtedness or from any representative therefor and, prior to the receipt of
any such written notice, the Trustee, subject to the provisions of Sections 601
and 603, shall be entitled in all respects conclusively to assume that no such
fact exists.

SECTION 1307.  APPLICATION BY TRUSTEE OF AMOUNTS DEPOSITED WITH IT.

    Amounts deposited in trust with the Trustee pursuant to and in accordance
with Article Four shall be for the sole benefit of Holders of the Securities of
series for the benefit of which such amounts were deposited, and, to the extent
allocated for the payment of Securities of such series, shall not be subject to
the subordination provisions of this Article Thirteen. Otherwise, any deposit of
assets with the Trustee or the Paying Agent (whether or not in trust) for the
payment of principal of, premium (if any) or interest on or any Additional
Amounts with respect to any Securities shall be subject to the provisions of
Sections 1301, 1302, 1303 and 1304; PROVIDED that if prior to two Business Days
preceding the date on which by the terms of this Indenture any such assets may
become distributable for any purpose (including without limitation, the payment
of either principal of, premium (if any) or interest on or any Additional
Amounts with respect to any Security), the Trustee or such Paying Agent shall
not have received with respect to such assets the written notice provided for in
Section 1306, then the Trustee or such Paying Agent shall have full power and
authority to receive such assets 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 on or after such date; and PROVIDED FURTHER that nothing
contained in this Article Thirteen shall prevent the Company from making, or the
Trustee from receiving or applying, any payment in connection with the
redemption of Securities if the first publication of notice of such redemption
(whether by mail or otherwise in accordance with this Indenture) has been made,
and the Trustee has received such payment from the Company, prior to the
occurrence of any of the contingencies specified in Section 1302 or 1303.

SECTION 1308.  SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE
               COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS.

    No right of any present or future holders of any Senior Indebtedness to
enforce subordination provisions contained in this Article Thirteen shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of the Company or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company with the terms of this Indenture,
regardless of any knowledge thereof that any such holder may have or be
otherwise charged with. The holders of Senior Indebtedness may extend, renew,
modify or amend the terms of the Senior Indebtedness or any security therefor
and release, sell or exchange such security and otherwise deal freely with the
Company, all without affecting the liabilities and obligations of the parties to
this Indenture or the Holders of the Securities.

SECTION 1309.  TRUSTEE TO EFFECTUATE SUBORDINATION OF SECURITIES.

                                    Page 62
<PAGE>

    Each Holder of a Security by his acceptance thereof authorizes and expressly
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provisions contained in this Article
Thirteen and to protect the rights of the Holders of the Securities pursuant to
this Indenture, and appoints the Trustee his attorney-in-fact for such purpose,
including, in the event of any dissolution, winding up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency or receivership
proceedings or upon an assignment for the benefit of creditors of the Company),
the filing of a claim for the unpaid balance of his Securities in the form
required in said proceedings and cause said claim to be approved.  If the
Trustee does not file a proper claim or proof of debt in the form required in
such proceeding prior to 30 days before the expiration of the time to file such
claim or claims, then the holders of the Senior Indebtedness or their
representative are hereby authorized to have the right to file and are hereby
authorized to file an appropriate claim for and on behalf of the Holders of said
Securities. Nothing herein contained shall be deemed to authorize the Trustee or
the holders of Senior Indebtedness or their representative to authorize or
consent to or accept or adopt on behalf of any Holder of Securities any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee or the holders
of Senior Indebtedness or their representative to vote in respect of the claim
of any Holder of the Securities in any such proceeding.

SECTION 1310.  RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS.

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

SECTION 1311.  ARTICLE THIRTEEN NOT TO PREVENT EVENTS OF DEFAULT.

    The failure to make a payment on account of principal of or premium (if any)
or interest on or any Additional Amounts with respect to the Securities by
reason of any provision of this Article Thirteen shall not be construed as
preventing the occurrence of a Default or an Event of Default under Section 501
or in any way prevent the Holders of the Securities from exercising any right
hereunder other than the right to receive payment on the Securities.

SECTION 1312.  NO FIDUCIARY DUTY OF TRUSTEE TO HOLDERS OF SENIOR INDEBTEDNESS.

    With respect to holders of Senior Indebtedness, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article Thirteen and no implied covenants or obligations with
respect to holders of Senior Indebtedness shall be read into this Indenture
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of Senior Indebtedness, and shall not be liable to any such
holders (other than for its willful misconduct or negligence) if it shall in
good faith mistakenly pay over or distribute to the Holders of the Securities or
the Company or any other Person, cash, property or securities to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article
Thirteen or otherwise. Nothing in this Section 1312 shall affect the obligation
of any other such Person to hold such payment for the benefit of, and to pay
such payment over to, the holders of Senior Indebtedness or their
representative.

                                    Page 63
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SECTION 1313.  ARTICLE APPLICABLE TO PAYING AGENT.

    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 Thirteen 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 this Section 1313 shall not apply to the Company or any Affiliate
of the Company if it or such Affiliate acts as Paying Agent.

SECTION 1314.  SUBORDINATION OF SUBSIDIARY GUARANTEES.

    The obligations of each Subsidiary Guarantor under any Subsidiary Guarantee
relating to a series of Securities issued pursuant to this Indenture shall be
subordinated to the Senior Indebtedness of such Subsidiary Guarantor to the same
extent and in the same manner as the Securities of such series are subordinated
to Senior Indebtedness of the Company, or, if so provided in a Board Resolution,
Officers' Certificate or executed supplemental indenture referred to in Sections
201 and 301 by or pursuant to which the form and terms of the Securities of such
series and the related Subsidiary Guarantees were established, as and to the
extent provided by the terms thereof, and each Holder of Securities of each
series, by his acceptance thereof, likewise covenants and agrees to the
subordination herein or therein provided and shall be bound by the provisions
hereof or thereof. For the purposes of the foregoing sentence, the Trustee and
the holders of Securities shall have the right to receive or retain payments by
any of the Subsidiary Guarantors only at such times as they may receive or
retain payments in respect of the Securities pursuant to this Indenture.

                                ARTICLE FOURTEEN

                       MEETINGS OF HOLDERS OF SECURITIES

SECTION 1401.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

    A meeting of Holders of Securities of any or all series may be called at any
time and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by Holders of
Securities of such series.

SECTION 1402.  CALL, NOTICE AND PLACE OF MEETINGS.

          (a) The Trustee may at any time call a meeting of Holders of
     Securities of any series for any purpose specified in Section 1401, to be
     held at such time and at such place in Houston, Texas, in New York, New
     York, in London, England, or in any other location, as the Trustee shall
     determine.  Notice of every meeting of Holders of Securities of any series,
     setting forth the time and the place of such meeting and in general terms
     the action proposed to be taken at such meeting, shall be given, in the
     manner provided in Section 107, not less than 20 nor more than 180 days
     prior to the date fixed for the meeting.

          (b) In case at any time the Company, pursuant to a Board Resolution,
     or the Holders of at least 10% in aggregate principal amount of the
     Outstanding Securities of

                                    Page 64
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     any series, shall have requested the Trustee for any such series to call a
     meeting of the Holders of Securities of such series for any purpose
     specified in Section 1401, by written request setting forth in reasonable
     detail the action proposed to be taken at the meeting, and the Trustee
     shall not have made the first publication of the notice of such meeting
     within 30 days after receipt of such request or shall not thereafter
     proceed to cause the meeting to be held as provided herein, then the
     Company or the Holders of Securities of such series in the amount above
     specified, as the case may be, may determine the time and the place in
     Houston, Texas, in New York, New York, in London, England, for such meeting
     and may call such meeting for such purposes by giving notice thereof as
     provided in Subsection (a) of this Section.

SECTION 1403.  PERSONS ENTITLED TO VOTE AT MEETINGS.

    To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 1404.  QUORUM; ACTION.

    The Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series. In the absence of a quorum within 30
minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case, the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Subject to Section 1405(d), notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1402(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly that Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series shall
constitute a quorum.

    Except as limited by the proviso to Section 902, any resolution presented to
a meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted by the affirmative vote of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of that series;
PROVIDED, HOWEVER, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent or waiver which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage that is less than a
majority in aggregate principal amount of the Outstanding Securities of a series
may be adopted at a meeting or an adjourned meeting duly reconvened and at which
a quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in aggregate principal amount of the Outstanding Securities
of that series.

                                    Page 65
<PAGE>

     In the event any matter considered at a meeting of Holders of Securities is
a matter upon which pursuant to Section 902 requires the consent of Holders of a
majority in principal amount of the Outstanding Securities of all series
affected thereby acting as one class, then the presence of a quorum and the
adoption of a resolution shall be by a majority in aggregate principal amount of
the Outstanding Securities of all of the affected series acting as a class.

    Except as limited by the proviso to Section 902, any resolution passed or
decision taken at any meeting of Holders of Securities of any series duly held
in accordance with this Section shall be binding on all the Holders of
Securities of such series, whether or not present or represented at the meeting.

SECTION 1405.  DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
               MEETINGS.

          (a) The holding of Securities shall be proved in the manner specified
     in Section 105 and the appointment of any proxy shall be proved in the
     manner specified in Section 105. Such regulations may provide that written
     instruments appointing proxies, regular on their face, may be presumed
     valid and genuine without the proof specified in Section 105 or other
     proof.

          (b) The Trustee shall, by an instrument in writing, appoint a
     temporary chairman of the meeting, unless the meeting shall have been
     called by the Company or by Holders of Securities as provided in Section
     1402(b), in which case the Company or the Holders of Securities of the
     series calling the meeting, as the case may be, shall appoint a temporary
     chairman. A permanent chairman and a permanent secretary of the meeting
     shall be elected by vote of the Persons entitled to vote a majority in
     aggregate principal amount of the Outstanding Securities of such series
     represented at the meeting.

          (c) At any meeting each Holder of a Security of such series and each
     proxy shall be entitled to one vote for each $1,000 principal amount of the
     Outstanding Securities of such series held or represented by him; PROVIDED,
     HOWEVER, that no vote shall be cast or counted at any meeting in respect of
     any Security challenged as not Outstanding and ruled by the chairman of the
     meeting to be not Outstanding. The chairman of the meeting shall have no
     right to vote, except as a Holder of a Security of such series or as a
     proxy.

          (d) Any meeting of Holders of Securities of any series duly called
     pursuant to Section 1402 at which a quorum is present may be adjourned from
     time to time by Persons entitled to vote a majority in aggregate principal
     amount of the Outstanding Securities of such series represented at the
     meeting; and the meeting may be held as so adjourned without further
     notice.

SECTION 1406.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

    The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the

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<PAGE>

meeting their verified written reports in duplicate of all votes cast at the
meeting. A record, at least in duplicate, of the proceedings of each meeting of
Holders of Securities of any series shall be prepared by the secretary of the
meeting and there shall be attached to such record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that such notice was given as provided in Section 1402
and, if applicable, Section 1404. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                             *         *          *

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

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


                              LANDRY'S RESTAURANTS, INC.


                              By:_____________________________
                              Name:___________________________
                              Title:__________________________



                              TRUSTEE


                              ________________________________


                              By:_____________________________
                              Name:___________________________
                              Title:__________________________

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<PAGE>

                              SUBSIDIARY GUARANTORS:

                              ________________________________


                              By:
                              Name:
                              Title:

                              _________________________________

                              By:
                              Name:
                              Title:

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