<PAGE>

                                                                  Exhibit (4)(b)

================================================================================

                          HILLENBRAND INDUSTRIES, INC.

                                       AND

                               [_______________],

                                     TRUSTEE

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

                                    INDENTURE

                           DATED AS OF [           ]

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

        PROVIDING FOR ISSUANCE OF SUBORDINATED DEBT SECURITIES IN SERIES

================================================================================

<PAGE>

           TABLE SHOWING REFLECTION IN INDENTURE OF CERTAIN PROVISIONS
                   OF TRUST INDENTURE ACT OF 1939, AS AMENDED

<TABLE>
<CAPTION>
Trust Indenture Act Section                                                                  Indenture Section
---------------------------                                                                  -----------------
<S>                                                                                          <C>
310 (a)(1) ............................................................................      609
    (a)(2) ............................................................................      609
    (a)(3) ............................................................................      Not Applicable
    (a)(4) ............................................................................      Not Applicable
    (a)(5) ............................................................................      609
    (b)    ............................................................................      608

311 (a)    ............................................................................      613 (a)
    (b)    ............................................................................      613 (b)
    (b)(2) ............................................................................      703 (a)(2),
                                                                                             703 (b)

312 (a)    ............................................................................      701, 702 (a)
    (b)    ............................................................................      702 (b)
    (c)    ............................................................................      702 (c)

313 (a)    ............................................................................      703 (a)
    (b)    ............................................................................      703 (b)
    (c)    ............................................................................      703 (a), 703 (b)
    (d)    ............................................................................      703 (c)

314 (a)(1) ............................................................................      704
    (a)(2) ............................................................................      704
    (a)(3) ............................................................................      704
    (a)(4) ............................................................................      1004
    (b)    ............................................................................      Not Applicable
    (c)(1) ............................................................................      102
    (c)(2) ............................................................................      102
    (c)(3) ............................................................................      Not Applicable
    (d)    ............................................................................      Not Applicable
    (e)    ............................................................................      102

315 (a)    ............................................................................      601 (a), 601 (c)
    (b)    ............................................................................      602, 703 (a)(7)
    (c)    ............................................................................      601 (b)
    (d)    ............................................................................      601
    (d)(1) ............................................................................      601 (a)
    (d)(2) ............................................................................      601 (c)(2)
    (d)(3) ............................................................................      601 (c)(3)
    (e)    ............................................................................      514
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                          <C>
316 (a)       .........................................................................      101
    (a)(1)(A) .........................................................................      512
    (a)(1)(B) .........................................................................      502
    (a)(2)    .........................................................................      Not Applicable
    (b)       .........................................................................      508
    (c)       .........................................................................      104(d)

317 (a)(1)    .........................................................................      503
    (a)(2)    .........................................................................      504
    (b)       .........................................................................      1003

318 (a)       .........................................................................      107
</TABLE>

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>
ARTICLE ONE                DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.................................      1

         Section 101.          Definitions.........................................................................      1
         Section 102.          Compliance Certificates and Opinions................................................      7
         Section 103.          Form of Documents Delivered to Trustee..............................................      8
         Section 104.          Acts of Securityholders.............................................................      8
         Section 105.          Notices, etc. to Trustee and Company................................................      9
         Section 106.          Notices to Securityholders: Waiver..................................................     10
         Section 107.          Conflict with Trust Indenture Act...................................................     10
         Section 108.          Effect of Headings and Table of Contents............................................     10
         Section 109.          Successors and Assigns..............................................................     10
         Section 110.          Separability Clause.................................................................     10
         Section 111.          Benefits of Indenture...............................................................     10
         Section 112.          Governing Law.......................................................................     10
         Section 113.          Counterparts........................................................................     11
         Section 114.          Judgment Currency...................................................................     11

ARTICLE TWO                SECURITY FORMS..........................................................................     11

         Section 201.          Forms Generally.....................................................................     11
         Section 202.          Forms of Securities.................................................................     11
         Section 203.          Form of Trustee's Certificate of Authentication.....................................     12
         Section 204.          Securities Issuable in the Form of a Global Security................................     12

ARTICLE THREE              THE SECURITIES..........................................................................     14

         Section 301.          General Title, General Limitations; Issuable in Series: Terms of Particular Series..     14
         Section 302.          Denominations.......................................................................     16
         Section 303.          Execution, Authentication and Delivery and Dating...................................     16
         Section 304.          Temporary Securities................................................................     18
         Section 305.          Registration, Transfer and Exchange.................................................     19
         Section 306.          Mutilated, Destroyed, Lost and Stolen Securities....................................     20
         Section 307.          Payment of Interest; Interest Rights Preserved......................................     21
         Section 308.          Persons Deemed Owners...............................................................     22
         Section 309.          Cancellation........................................................................     22
         Section 310.          Computation of Interest.............................................................     22
         Section 311.          Medium-Term Securities..............................................................     22

ARTICLE FOUR               SATISFACTION AND DISCHARGE..............................................................     23

         Section 401.          Satisfaction and Discharge of Indenture.............................................     23
         Section 402.          Application of Trust Money..........................................................     24
         Section 403.          Defeasance Upon Deposit of Funds or Government Obligations..........................     24
</TABLE>

                                      -i-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>
ARTICLE FIVE               REMEDIES................................................................................     25

         Section 501.          Events of Default...................................................................     25
         Section 502.          Acceleration of Maturity; Rescission and Annulment..................................     26
         Section 503.          Collection of Indebtedness and Suits for Enforcement by Trustee.....................     27
         Section 504.          Trustee May File Proofs of Claim....................................................     28
         Section 505.          Trustee May Enforce Claims Without Possession of Securities.........................     29
         Section 506.          Application of Money Collected......................................................     29
         Section 507.          Limitation on Suits.................................................................     29
         Section 508.          Unconditional Right of Securityholders To Receive Principal, Premium and Interest...     30
         Section 509.          Restoration of Rights and Remedies..................................................     30
         Section 510.          Rights and Remedies Cumulative......................................................     30
         Section 511.          Delay or Omission Not Waiver........................................................     31
         Section 512.          Control by Securityholders..........................................................     31
         Section 513.          Waiver of Past Defaults.............................................................     31
         Section 514.          Undertaking for Costs...............................................................     32
         Section 515.          Waiver of Stay or Extension Laws....................................................     32

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

         Section 601.          Certain Duties and Responsibilities.................................................     32
         Section 602.          Notice of Defaults..................................................................     33
         Section 603.          Certain Rights of Trustee...........................................................     33
         Section 604.          Not Responsible for Recitals or Issuance of Securities..............................     34
         Section 605.          Trustee May Hold Securities.........................................................     34
         Section 606.          Money Held in Trust.................................................................     34
         Section 607.          Compensation and Reimbursement......................................................     35
         Section 608.          Disqualification; Conflicting Interests.............................................     35
         Section 609.          Corporate Trustee Required Eligibility..............................................     35
         Section 610.          Resignation and Removal; Appointment of Successor...................................     36
         Section 611.          Acceptance of Appointment by Successor..............................................     37
         Section 612.          Merger, Conversion, Consolidation or Succession to Business.........................     38
         Section 613.          Preferential Collection of Claims Against Company...................................     38
         Section 614.          Appointment of Authenticating Agent.................................................     42

ARTICLE SEVEN              SECURITYHOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...............................     43

         Section 701.          Company To Furnish Trustee Names and Addresses of Securityholders...................     43
         Section 702.          Preservation of Information; Communications to Securityholders......................     43
         Section 703.          Reports by Trustee..................................................................     45
         Section 704.          Reports by Company..................................................................     46
</TABLE>

                                      -ii-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>
ARTICLE EIGHT              CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER...........................................     47

         Section 801.          Company May Consolidate, etc., only on Certain Terms................................     47
         Section 802.          Successor Corporation Substituted...................................................     47

ARTICLE NINE               SUPPLEMENTAL INDENTURES.................................................................     47

         Section 901.          Supplemental Indentures Without Consent of Securityholders..........................     47
         Section 902.          Supplemental Indentures with Consent of Securityholders.............................     48
         Section 903.          Execution of Supplemental Indentures................................................     49
         Section 904.          Effect of Supplemental Indentures...................................................     49
         Section 905.          Conformity with Trust Indenture Act.................................................     50
         Section 906.          Reference in Securities to Supplemental Indentures..................................     50

ARTICLE TEN                COVENANTS...............................................................................     50

         Section 1001.         Payment of Principal, Premium and Interest..........................................     50
         Section 1002.         Maintenance of Office or Agency.....................................................     50
         Section 1003.         Money for Security Payments to be Held in Trust.....................................     50
         Section 1004.         Statement as to Compliance..........................................................     52
         Section 1005.         Legal Existence.....................................................................     52

ARTICLE ELEVEN             REDEMPTION OF SECURITIES................................................................     52

         Section 1101.         Applicability of Article............................................................     52
         Section 1102.         Election To Redeem; Notice to Trustee...............................................     52
         Section 1103.         Selection by Trustee of Securities To Be Redeemed...................................     53
         Section 1104.         Notice of Redemption................................................................     53
         Section 1105.         Deposit of Redemption Price.........................................................     54
         Section 1106.         Securities Payable on Redemption Date...............................................     54
         Section 1107.         Securities Redeemed in Part.........................................................     54
         Section 1108.         Provisions with Respect to any Sinking Funds........................................     54

ARTICLE TWELVE             SUBORDINATION...........................................................................     56

         Section 1201.         Agreement To Subordinate............................................................     56
         Section 1202.         Liquidation, Dissolution, Bankruptcy................................................     56
         Section 1203.         Default on Senior Indebtedness......................................................     56
         Section 1204.         Acceleration of Payment of Securities...............................................     57
         Section 1205.         When Distributions Must Be Paid Over................................................     57
         Section 1206.         Subrogation.........................................................................     57
         Section 1207.         Relative Rights.....................................................................     57
         Section 1208.         Subordination May Not Be Impaired by Company........................................     57
         Section 1209.         Rights of Trustee and Paying Agent..................................................     57
         Section 1210.         Distribution or Notice to Representative............................................     58
         Section 1211.         Article Twelve Not To Prevent Events of Default or Limit Right To Accelerate........     58
</TABLE>

                                     -iii-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>
         Section 1212.         Trust Moneys Not Subordinated.......................................................     58
         Section 1213.         Trustee Entitled to Rely............................................................     58
         Section 1214.         Trustee To Effectuate Subordination.................................................     59
         Section 1215.         Trustee Not Fiduciary for Holders of Senior Indebtedness............................     59
         Section 1216.         Reliance by Holders of Senior Indebtedness on Subordination Provisions..............     59
</TABLE>

                                      -iv-

<PAGE>

         INDENTURE dated as of [     ],between HILLENBRAND INDUSTRIES, INC., an
Indiana corporation (hereinafter called the "Company") having its principal
office at 700 State Route 46 East, Batesville, Indiana 47006-9166, and [ ], a
bank organized under the laws of the United States, as trustee (hereinafter
called the "Trustee"), having its principal corporate trust office at [ ].

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its Securities (as defined below) in
one or more fully registered series.

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

                            AGREEMENTS OF THE PARTIES

         To set forth or to provide for the establishment of the terms and
conditions upon which the Securities are and are to be authenticated, issued and
delivered, and in consideration of the premises and the purchase of Securities
by the Holders (as defined below) thereof, it is mutually covenanted and agreed
as follows, for the equal and proportionate benefit of all Holders of the
Securities or of a series thereof, as the case may be:

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         Section 101. Definitions. For all purposes of this Indenture and of any
indenture supplemental hereto, except as otherwise expressly provided or unless
the context otherwise requires:

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

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

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

                  (4)      all references in this instrument to designated
         "Articles", "Sections" and other subdivisions are to the designated
         Articles, Sections and other subdivisions of this instrument as
         originally executed. The words "herein", "hereof" and "hereunder" and

                                      -1-

<PAGE>

         other words of similar import refer to this Indenture as a whole and
         not to any particular Article, Section or other subdivision; and

                  (5)      "including" and words of similar import shall be
         deemed to be followed by "without limitation".

         Certain terms used principally in Article Six are defined in that
Article.

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

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

         "Authenticating Agent" means any Person authorized by the Trustee to
authenticate Securities under Section 614.

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

         "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of that board or any committee of officers of
the Company acting pursuant to authority granted by the board of directors of
the Company or any committee of such 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" means, with respect to any series of Securities, each
day which is neither a Saturday, Sunday or other day on which banking
institutions in the pertinent Place or Places of Payment are authorized or
required by law or executive order to be closed.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, 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 shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Company" shall
mean such successor.

         "Company Request", "Company Order" and "Company Consent" mean a written
request, order or consent, respectively, 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, Controller, an Assistant Controller,
Secretary or an Assistant Secretary, and delivered to the Trustee.

                                      -2-

<PAGE>

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

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

         "Depositary" means, unless otherwise specified by the Company pursuant
to either Section 204 or 301, with respect to Securities of any series issuable
or issued as a Global Security, The Depository Trust Company, New York, New
York, or any successor thereto registered as a clearing agency under the
Securities Exchange Act of 1934 or other applicable statute or regulation.

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

         "Global Security", when used with respect to any series of Securities
issued hereunder, means a Security which is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and an indenture
supplemental hereto, if any, or Board Resolution and pursuant to a Company
Request, which shall be registered in the name of the Depositary or its nominee
and which shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all of the Outstanding Securities of such series
or any portion thereof, in either case having the same terms, including, without
limitation, the same original issue date, date or dates on which principal is
due, and interest rate or method of determining interest.

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

         "Indebtedness" of any corporation means all indebtedness representing
money borrowed which is created, assumed, incurred or guaranteed in any manner
by such corporation or for which such corporation is otherwise responsible or
liable (whether by agreement to purchase indebtedness of, or to supply funds to
or invest in, others).

         "Indenture" or "this 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.

         "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 series of
Securities, means the Stated Maturity of any installment of interest on those
Securities.

         "Maturity", when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether on a Repayment Date, at the Stated Maturity thereof or
by declaration of acceleration, call for redemption or otherwise.

                                      -3-

<PAGE>

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee. Whenever this
Indenture requires that an Officers Certificate be signed also by an engineer or
an accountant or other expert, such engineer, accountant or other expert (except
as otherwise expressly provided in this Indenture) may be in the employ of the
Company, and shall be acceptable to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may
(except as otherwise expressly provided in this Indenture) be an employee of or
of counsel to the Company. Such counsel shall be acceptable to the Trustee,
whose acceptance shall not be unreasonably withheld.

         "Original Issue Discount Security" means (i) 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, and (ii) any
other Security deemed an Original Issue Discount Security for United States
Federal income tax purposes.

         "Outstanding", when used with respect to Securities, or Securities of
any series, means, as of the date of determination, all such Securities
theretofore authenticated and delivered under this Indenture, except:

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

                           (ii)     such Securities for whose payment or
                  redemption money in the necessary amount has been theretofore
                  deposited with the Trustee or any Paying Agent in trust for
                  the Holders of such Securities; provided that, if such
                  Securities are to be redeemed, notice of such redemption has
                  been duly given pursuant to this Indenture or provision
                  therefor satisfactory to the Trustee has been made; and

                           (iii)    such Securities in exchange for or in lieu
                  of which other Securities have been authenticated and
                  delivered pursuant to this Indenture, or which shall have been
                  paid pursuant to the terms of Section 306 (except with respect
                  to any such Security as to which proof satisfactory to the
                  Trustee is presented that such Security is held by a Person in
                  whose hands, under applicable law, such Security is a legal,
                  valid and binding obligation of the Company).

In determining whether the Holders of the requisite principal amount of such
Securities Outstanding have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, (i) the principal amount of any Original
Issue Discount Security that shall be deemed to be Outstanding shall be the
amount of the principal thereof that would be due and payable as of the date of
the taking of such action upon a declaration of acceleration of the Maturity
thereof and (ii) 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. In determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer assigned to the Corporate Trust Department of the Trustee knows to be

                                      -4-

<PAGE>

owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or such other obligor 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
to act as owner 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 such other obligor.

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

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

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

         "Place of Payment" means with respect to any series of Securities
issued hereunder, the city or political subdivision so designated in accordance
with the provisions of Section 301.

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

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

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

         "Regular Record Date" for the interest payable on any Security on any
Interest Payment Date means the date specified in such Security as the Regular
Record Date.

         "Repayment Date", when used with respect to any Security to be repaid,
means the date fixed for such repayment pursuant to such Security.

         "Repayment Price", when used with respect to any Security to be repaid,
means the price at which it is to be repaid pursuant to such Security.

         "Representative" means any trustee, agent or representative (if any)
for an issue of Senior Indebtedness.

         "Required Currency", when used with respect to any Security, has the
meaning set forth in Section 114.

         "Responsible Officer", when used with respect to the Trustee, means the
chairman or vice-chairman of the board of directors, the chairman or
vice-chairman of the executive

                                      -5-

<PAGE>

committee of the board of directors, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any senior trust officer or trust officer, the
controller and any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

         "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of indebtedness, of any series
authenticated and delivered from time to time under this Indenture.

         "Security Register" shall have the meaning specified in Section 305.

         "Security Registrar" means the Person who keeps the Security Register
specified in Section 305.

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

         "Senior Indebtedness" means the principal of, premium, if any, and
interest on, (i) all the Company's other indebtedness for money borrowed, other
than the Securities, whether outstanding on the date of execution of this
Indenture or thereafter created, assumed or incurred, except such indebtedness
as is by its terms expressly stated to be not superior in right of payment to
the Securities or to rank pari passu with the Securities and (ii) any deferrals,
renewals or extensions of any such Senior Indebtedness; provided, however, that
Senior Indebtedness shall not include (1) any obligation of the Company to any
Subsidiary, (2) any liability for Federal, state, local or other taxes owed or
owing by the Company, (3) any accounts payable or other liability to trade
creditors arising in the ordinary course of business (including guarantees
thereof or instruments evidencing such liabilities), (4) any indebtedness,
guarantee or obligation of the Company which is expressly subordinate or junior
in right of payment in any respect to any other indebtedness, guarantee or
obligation of the Company, including any senior subordinated Indebtedness and
any other subordinated obligations, (5) any obligations with respect to any
capital stock, or (6) any Indebtedness incurred in violation of this Indenture.
The term "indebtedness for money borrowed" as used herein shall include, without
limitation, any obligation of, or any obligation guaranteed by, the Company for
the repayment of borrowed money, whether or not evidenced by bonds, debentures,
notes or other written instruments, and any deferred obligation for the payment
of the purchase price of property or assets.

         "Special Record Date" for the payment of any Defaulted Interest (as
defined in Section 307) 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 the majority of the outstanding Voting
Stock of which is owned, directly or indirectly, by the Company or one or more
Subsidiaries.

                                      -6-

<PAGE>

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

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

         "Vice President" when used with respect to the Company or the Trustee
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president", including, without
limitation, an assistant vice president.

         "Voting Stock", as applied to the stock of any corporation, means stock
of any class or classes (however designated) having by the terms thereof
ordinary voting power to elect a majority of the members of the board of
directors (or other governing body) of such corporation other than stock having
such power only by reason of the happening of a contingency.

         Section 102. Compliance Certificates and Opinions. Upon any application
or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any (including any
covenants 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 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.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than annual
statements of compliance provided pursuant to Section 1004) shall include:

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

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

                  (3)      a statement that, in the opinion of each such
         individual, he has made such examination or investigation as is
         necessary to enable him to express an informed opinion as to whether or
         not such covenant or condition has been complied with; and

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

                                      -7-

<PAGE>

         Section 103. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons may
certify or give an opinion as to the 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 is or
are erroneous. Any such certificate or Opinion of Counsel may be based, insofar
as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

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

         Section 104. Acts of Securityholders.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Securityholders or Securityholders of any series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Securityholders in person or by an agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee, and,
where it is hereby expressly required, to the Company. If any Securities are
denominated in coin or currency other than that of the United States, then for
the purposes of determining whether the Holders of the requisite principal
amount of Securities have taken any action as herein described, the principal
amount of such Securities shall be deemed to be that amount of United States
dollars that could be obtained for such principal amount on the basis of the
spot rate of exchange into United States dollars for the currency in which such
securities are denominated (as evidenced to the Trustee by an Officers'
Certificate) as of the date the taking of such action by the Holders of such
requisite principal amount is evidenced to the Trustee as provided in the
immediately preceding sentence. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Securityholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

                  (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 to
such execution or by the certificate of any

                                      -8-

<PAGE>

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 an officer
of a corporation or a member of a partnership, on behalf of such corporation or
partnership, 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 ownership of Securities shall be proved by the
Security Register.

                  (d)      If the Company shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, by Board Resolution, fix in advance a
record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other action, but
the Company shall have no obligation to do so. Such record date shall be the
later of 20 days prior to the first solicitation of such action or the date of
the most recent list of Holders furnished to the Trustee pursuant to Section
701. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other action may be given before or after
the record date, but only the Holders of record at the close of business on the
record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of Securities outstanding have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the
Securities outstanding shall be computed as of the record date; provided that no
such authorization, agreement or consent by the Holders on the record date shall
be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than six months after the record date, and that no
such authorization, agreement or consent may be amended, withdrawn or revoked
once given by a Holder, unless the Company shall provide for such amendment,
withdrawal or revocation in conjunction with such solicitation of
authorizations, agreements or consents or unless and to the extent required by
applicable law.

                  (e)      Any request, demand, authorization, direction,
notice, consent, waiver or other action by the Holder of any Security shall bind
the Holder of every Security issued upon the transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done 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.

         Section 105. Notices, etc. to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Securityholders 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 Securityholder or by the Company
         shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to or with the Trustee at its Corporate
         Trust Office, Attention: Corporate Trust Department, or

                  (2)      the Company by the Trustee or by any Security holder
         shall be sufficient for every purpose hereunder (except as provided in
         Section 501(4) or, in the case of a request for repayment, as specified
         in the Security carrying the right to repayment) if in

                                      -9-

<PAGE>

         writing and mailed, first-class postage prepaid, to the Company
         addressed to it at the address of its principal office specified in the
         first paragraph of this instrument, Attention: Treasurer, or at any
         other address previously furnished in writing to the Trustee by the
         Company.

         Section 106. Notices to Securityholders: Waiver. Where this Indenture
or any Security provides for notice to Securityholders of any event, such notice
shall be sufficiently given (unless otherwise herein or in such Security
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Securityholder affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Securityholders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Securityholder
shall affect the sufficiency of such notice with respect to other
Securityholders. Where this Indenture or any Security provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Securityholders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

         In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or otherwise, it shall be impractical to mail
notice of any event to any Securityholder when such notice is required to be
given pursuant to any provision of this Indenture, then any method of
notification as shall be satisfactory to the Trustee and the Company shall be
deemed to be a sufficient giving of such notice.

         Section 107. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with the duties imposed by any of Sections 310 to
317, inclusive, of the Trust Indenture Act through operation of Section 318(c)
thereof, such imposed duties shall control.

         Section 108. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         Section 109. Successors and Assigns. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

         Section 110. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

         Section 111. Benefits of Indenture. Nothing in this Indenture or in any
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, any Authenticating Agent or Paying Agent,
the Security Registrar and the Holders of Securities (or such of them as may be
affected thereby), any benefit or any legal or equitable right, remedy or claim
under this Indenture.

         Section 112. Governing Law. This Indenture shall be construed in
accordance with and governed by the laws of the State of New York.

                                      -10-

<PAGE>

         Section 113. Counterparts. 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.

         Section 114. Judgment Currency. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of, or premium or interest, if any, on the
Securities of any series from the currency in which such sum is stated to be
payable (the "Required Currency") into the currency in which such 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 Banking Day preceding that on which a final
unappealable judgment is obtained and (b) its obligations under this Indenture
to make payments in the Required Currency (i) shall not be discharged or
satisfied by any tender, or any recovery pursuant to any judgment (whether or
not entered in accordance with subsection (a)), in any currency other than the
Required Currency, except to the extent that such tender or recovery shall
result in the actual receipt, by the payee, of the full amount of the Required
Currency expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in the City of New York or a day on which banking institutions in
the city of New York are authorized or required by law or executive order to
close.

                                  ARTICLE TWO

                                 SECURITY FORMS

         Section 201. Forms Generally. The Securities shall have 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 applicable laws or regulations or 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. Any portion of the text of any Security may be set
forth on the reverse or on additional pages thereof, with an appropriate
reference thereto on the face of the Security.

         The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods on steel engraved borders or may be
produced in any other manner, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities, subject, with
respect to the Securities of any series, to the rules of any securities exchange
on which such Securities are listed.

         Section 202. Forms of Securities. Each Security shall be in one of the
forms approved from time to time by or pursuant to a Board Resolution, or
established in one or more indentures

                                      -11-

<PAGE>

supplemental hereto. Prior to the delivery of a Security to the Trustee for
authentication in any form approved by or pursuant to a Board Resolution, the
Company shall deliver to the Trustee the Board Resolution by or pursuant to
which such form of Security has been approved, which Board Resolution shall have
attached thereto a true and correct copy of the form of Security which has been
approved thereby or, if a Board Resolution authorizes a specific officer or
officers to approve a form of Security, a certificate of such officer or
officers approving the form of Security attached thereto. Any form of Security
approved by or pursuant to a Board Resolution must be acceptable as to form to
the Trustee, such acceptance to be evidenced by the Trustee's authentication of
Securities in that form or a certificate signed by a Responsible Officer of the
Trustee and delivered to the Company.

         Section 203. Form of Trustee's Certificate of Authentication. The form
of Trustee's Certificate of Authentication for any Security issued pursuant to
this Indenture shall be substantially as follows:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                         ____________________________as Trustee,

                                         By: ___________________________________
                                                   Authorized Officer

         Section 204. Securities Issuable in the Form of a Global Security.

                  (a)      If the Company shall establish pursuant to Sections
202 and 301 that the Securities of a particular series are to be issued in whole
or in part in the form of one or more Global Securities, then the Company shall
execute and the Trustee or its agent shall, in accordance with Section 303 and
the Company Order delivered to the Trustee or its agent pursuant to such Section
303, authenticate and deliver, such Global Security or Global Securities, which
(i) shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, the Outstanding Securities of such series to be
represented by such Global Security or Global Securities, or such portion
thereof as the Company shall specify in a Company Order, (ii) shall be
registered in the name of the Depositary for such Global Security or Global
Securities or its nominee, (iii) shall be delivered by the Trustee or its agent
to the Depositary or pursuant to the Depositary's instruction and (iv) shall
bear a legend substantially to the following effect: "Unless this certificate is
presented by an authorized representative of the Depositary to the Company or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of the nominee of the Depositary or
in such other name as is requested by an authorized representative of the
Depositary (and any payment is made to the nominee of the Depositary or to such
other entity as is requested by an authorized representative of the Depositary),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR

                                      -12-

<PAGE>

OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, the nominee of the Depositary, has an interest herein."

                  (b)      Notwithstanding any other provision of this Section
204 or of Section 305, and subject to the provisions of paragraph (c) below,
unless the terms of a Global Security expressly permit such Global Security to
be exchanged in whole or in part for individual Securities, a Global Security
may be transferred, in whole but not in part and in the manner provided in
Section 305, only to a nominee of the Depositary for such Global Security, or to
the Depositary, or a successor Depositary for such Global Security selected or
approved by the Company, or to a nominee of such successor Depositary.

                  (c)      (i) If at any time the Depositary for a Global
Security notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or if at any time the Depositary for the
Securities for such series shall no longer be eligible or in good standing under
the Securities Exchange Act of 1934 or other applicable statute or regulation,
the Company shall appoint a successor Depositary with respect to such Global
Security. If a successor Depositary for such Global Security is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility, or if at any time there shall have occurred and be
continuing an Event of Default under this Indenture with respect to the
Securities of such series, the Company will execute, and the Trustee or its
agent, upon receipt of a Company Request for the authentication and delivery of
individual Securities of such series in exchange for such Global Security, will
authenticate and deliver, individual Securities of such series of like tenor and
terms in an aggregate principal amount equal to the principal amount of the
Global Security in exchange for such Global Security.

                           (ii)     The Company may at any time and in its sole
                  discretion determine that the Securities of any series or
                  portion thereof issued or issuable in the form of one or more
                  Global Securities shall no longer be represented by such
                  Global Security or Securities. In such event the Company will
                  execute, and the Trustee, upon receipt of a Company Request
                  for the authentication and delivery of individual Securities
                  of such series in exchange in whole or in part for such Global
                  Security, will authenticate and deliver individual Securities
                  of such series of like tenor and terms in definitive form in
                  an aggregate principal amount equal to the principal amount of
                  such Global Security or Securities representing such series or
                  portion thereof in exchange for such Global Security or
                  Securities.

                           (iii)    If specified by the Company pursuant to
                  Sections 202 and 301 with respect to Securities issued or
                  issuable in the form of a Global Security, the Depositary for
                  such Global Security may surrender such Global Security in
                  exchange in whole or in part for individual Securities of such
                  series of like tenor and terms in definitive form on such
                  terms as are acceptable to the Company and such Depositary.
                  Thereupon the Company shall execute, and the Trustee or its
                  agent shall authenticate and deliver, without service charge,
                  (1) to each Person specified by such Depositary a new Security
                  or Securities of the same series of like tenor and terms and
                  of any authorized denomination as requested by such Person in
                  an aggregate principal amount equal to and in exchange for
                  such Person's beneficial interest as specified by such
                  Depositary in the Global Security:

                                      -13-

<PAGE>

                  and (2) to such Depositary a new Global Security of like tenor
                  and terms and in an authorized denomination equal to the
                  difference, if any, between the principal amount of the
                  surrendered Global Security and the aggregate principal amount
                  of Securities delivered to Holders thereof.

                           (iv)     In any exchange provided for in any of the
                  preceding three paragraphs, the Company will execute and the
                  Trustee or its agent will authenticate and deliver individual
                  Securities in definitive registered form in authorized
                  denominations. Upon the exchange of the entire principal
                  amount of a Global Security for individual Securities, such
                  Global Security shall be cancelled by the Trustee or its
                  agent. Except as provided in the preceding paragraph,
                  Securities issued in exchange for a Global Security pursuant
                  to this Section shall be registered in such names and in such
                  authorized denominations as the Depositary for such Global
                  Security, pursuant to instructions from its direct or indirect
                  participants or otherwise, shall instruct the Trustee or the
                  Security Registrar. The Trustee or the Security Registrar
                  shall deliver at its Corporate Trust Office such Securities to
                  the Persons in whose names such Securities are so registered.

                                 ARTICLE THREE

                                 THE SECURITIES

         Section 301. General Title, General Limitations; Issuable in Series:
Terms of Particular Series. The aggregate principal amount of Securities which
may be authenticated and delivered and outstanding under this Indenture is not
limited.

         The Securities may be issued in one or more series up to an aggregate
principal amount of Securities as from time to time may be authorized by the
Board of Directors. All Securities of each series under this Indenture shall in
all respects be equally and ratably entitled to the benefits hereof with respect
to such series without preference, priority or distinction on account of the
actual time of the authentication and delivery or Stated Maturity of the
Securities of such series.

         Each series of Securities shall be created either by or pursuant to a
Board Resolution or by an indenture supplemental hereto. The Securities of each
such series may bear such date or dates, be payable at such place or places,
have such Maturity or Maturities, be issuable at such premium over or discount
from their face value, bear interest at such rate or rates, from such date or
dates, payable in such installments and on such dates and at such place or
places to the Holders of Securities registered as such on such Regular Record
Dates, or to such other Persons, or may bear no interest, and may be redeemable
or repayable at such Redemption Price or Redemption Prices or Repayment Price or
Repayment Prices, as the case may be, whether at the option of the Holder or the
Company, and upon such terms, all as shall be provided for in or pursuant to the
Board Resolution, or in the supplemental indenture creating that series. There
may also be established in or pursuant to a Board Resolution or in a
supplemental indenture prior to the issuance of Securities of each such series,
provision for:

                                      -14-

<PAGE>

                  (1)      the exchange or conversion of the Securities of that
         series, at the option of the Holders thereof or the Company, for or
         into new Securities of a different series or other securities including
         shares of capital stock of the Company or any subsidiary of the Company
         and securities directly or indirectly convertible into or exchangeable
         for any such shares;

                  (2)      a sinking or purchase fund or other analogous
         obligation;

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

                  (4)      if the principal of (and premium, if any) or
         interest, if any, on the Securities of such series are to be payable,
         at the election of the Company or a Holder thereof, in a currency or
         currencies or units based on or related to currencies other than that
         in which the Securities are stated to be payable, the period or periods
         within which, and the terms and conditions upon which, such election
         may be made;

                  (5)      if the amount of payments of principal of (and
         premium, if any) or interest, if any, on the Securities of such series
         may be determined with reference to an index based on a currency or
         currencies or units based on or related to currencies other than that
         in which the Securities are stated to be payable, the manner in which
         such amounts shall be determined;

                  (6)      a limitation on the aggregate principal amount of the
         Securities of that series;

                  (7)      the exchange of Securities of that series, at the
         option of the Holders thereof, for other Securities of the same series
         of the same aggregate principal amount of a different authorized kind
         or different authorized denomination or denominations, or both;

                  (8)      the appointment by the Trustee of an Authenticating
         Agent in one or more places other than the location of the office of
         the Trustee with power to act on behalf of the Trustee and subject to
         its direction in the authentication and delivery of the Securities of
         any one or more series in connection with such transactions as shall be
         specified in the provisions of this Indenture or in or pursuant to the
         Board Resolution or the supplemental indenture creating such series;

                  (9)      the portion of the principal amount of Securities of
         the series, if other than the total principal amount thereof, which
         shall be payable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 502 or provable in bankruptcy pursuant to
         Section 504;

                  (10)     any Event of Default with respect to the Securities
         of such series, if not set forth herein, and any additions, deletions
         or other changes to the Events of Default set forth herein that shall
         be applicable to the Securities of such series;

                                      -15-

<PAGE>

                  (11)     any covenant solely for the benefit of the Securities
         of such series and any additions, deletions or other changes to the
         provisions of Article Ten or any definitions relating to such Article
         that shall be applicable to the Securities of such series (including a
         provision making any Section of such Article inapplicable to the
         Securities of such series);

                  (12)     if Section 403 of this Indenture shall not be
         applicable to the Securities of such series and if Section 403 shall be
         applicable to any covenant or Event of Default established in or
         pursuant to a Board Resolution or in a supplemental indenture as
         described above that has not already been established herein;

                  (13)     if the Securities of such series shall be issued in
         whole or in part in the form of a Global Security or Global Securities,
         the terms and conditions, if any, upon which such Global Security or
         Global Securities may be exchanged in whole or in part for other
         individual Securities; and the Depositary for such Global Security or
         Global Securities (if other than the Depositary specified in Section
         101 hereof); and

                  (14)     any other terms of the Securities of such series,

all upon such terms as may be determined in or pursuant to a Board Resolution or
in a supplemental indenture with respect to such series. All Securities of the
same series shall be substantially identical in tenor and effect except as to
denomination and except if issued pursuant to Section 311.

         The form of the Securities of each series shall be established pursuant
to the provisions of this Indenture in or pursuant to the Board Resolution or in
the supplemental indenture creating such series. The Securities of each series
shall be distinguished from the Securities of each other series in such manner,
reasonably satisfactory to the Trustee, as the Board of Directors may determine.

         Unless otherwise provided with respect to Securities of a particular
series, the Securities of any series may only be issued in registered form,
without coupons.

         Any terms or provisions in respect of the Securities of any series
issued under this Indenture may be determined pursuant to this Section by
providing for the method by which such terms or provisions shall be determined.

         Section 302. Denominations. The Securities of each series shall be
issuable in such denominations and currency as shall be provided in the
provisions of this Indenture or in or pursuant to the Board Resolution or the
supplemental indenture creating such series. In the absence of any such
provisions with respect to the Securities of any series, the Securities of that
series shall be issuable only in fully registered form in denominations of
$1,000 and any integral multiple thereof.

         Section 303. Execution, Authentication and Delivery and Dating. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its President, one of its Vice Presidents, its Treasurer or its
Controller under its corporate seal reproduced thereon and

                                      -16-

<PAGE>

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 executed by the Company to
the Trustee for authentication; and the Trustee shall, upon Company Order,
authenticate and deliver such Securities as in this Indenture is provided and
not otherwise.

         Prior to any such authentication and delivery, the Trustee shall be
entitled to receive, in addition to any Officers' Certificate and Opinion of
Counsel required to be furnished to the Trustee pursuant to Section 102, and the
Board Resolution and any certificate relating to the issuance of the series of
Securities required to be furnished pursuant to Section 202, an Opinion of
Counsel stating that:

                  (1)      all instruments furnished to the Trustee conform to
         the requirements of the Indenture and constitute sufficient authority
         hereunder for the Trustee to authenticate and deliver such Securities;

                  (2)      the form and terms of such Securities have been
         established in conformity with the provisions of this Indenture;

                  (3)      all laws and governmental requirements with respect
         to the execution and delivery by the Company of such Securities have
         been complied with, the Company has the corporate power to issue such
         Securities and such Securities have been duly authorized and delivered
         by the Company and, assuming due authentication and delivery by the
         Trustee, constitute legal, valid and binding obligations of the Company
         enforceable in accordance with their terms (subject, as to enforcement
         of remedies, to applicable bankruptcy, reorganization, insolvency,
         moratorium or other laws and legal principles affecting creditors'
         rights generally from time to time in effect and to general equitable
         principles, whether applied in an action at law or in equity) and
         entitled to the benefits of this Indenture, equally and ratably with
         all other Securities, if any, of such series outstanding;

                  (4)      the Indenture is qualified under the Trust Indenture
         Act; and

                  (5)      such other matters as the Trustee may reason ably
         request;

and, if the authentication and delivery relates to a new series of Securities
created by an indenture supplemental hereto, also stating that all laws and
requirements with respect to the form and execution by the Company of the
supplemental indenture with respect to that series of Securities have been
complied with, the Company has corporate power to execute and deliver any such
supplemental indenture and has taken all necessary corporate action for those
purposes and any such supplemental indenture has been duly executed and
delivered and constitutes the

                                      -17-

<PAGE>

legal, valid and binding obligation of the Company, enforceable in accordance
with its terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws and legal
principles affecting creditors' rights generally from time to time in effect and
to general equitable principles, whether applied in an action at law or in
equity) and, if the authentication and delivery relates to Securities of a
series issued pursuant to Section 311, paragraphs (2) and (3) of the foregoing
opinion shall read as follows:

                           "(2) the form of such Securities and the procedures
                  for determining the terms of such Securities as set forth in
                  the procedures relating thereto referred to in Section 311
                  have been established in conformity with the provisions of
                  this Indenture: and

                           (3) all laws and governmental requirements with
                  respect to the execution and delivery by the Company of such
                  Securities have been complied with, the Company has the
                  corporate power to issue such Securities and such Securities
                  have been duly authorized by the Company and, when duly
                  executed by the Company and completed and authenticated in
                  accordance with the Indenture and issued, delivered and paid
                  for, will have been duly issued under the Indenture and will
                  constitute the legal, valid and binding obligations of the
                  Company, enforceable in accordance with their terms (subject,
                  as to enforcement of remedies, to applicable bankruptcy,
                  reorganization, insolvency, moratorium or other laws and legal
                  principles affecting creditors' rights generally from time to
                  time in effect and to general equitable principles, whether
                  applied in an action at law or in equity) and entitled to the
                  benefits of this Indenture, equally and ratably with all other
                  Securities, if any, of such series outstanding."

         The Trustee shall not be required to authenticate such Securities if
the issue thereof will adversely affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture.

         Unless otherwise provided in the form of Security for any series, all
Securities shall be dated the date of their 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.

         Section 304. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and, upon receipt
of the documents required by Section 303, together with a Company Order, the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

                                      -18-

<PAGE>

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, 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, without charge to the Holder; and
upon surrender for cancellation of any one or more temporary Securities the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of such series of
authorized denominations and of like tenor and terms. Until so exchanged the
temporary Securities of such series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.

         Section 305. Registration, Transfer and Exchange. The Company shall
keep or cause to be kept a register or registers (herein sometimes 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,
or of Securities of a particular series, and for registration of transfers of
Securities or of Securities of such series. Any such register shall be in
written form or in any other form capable of being converted into written form
within a reasonable time. At all reasonable times the information contained in
such register or registers shall be available for inspection by the Trustee at
the office or agency to be maintained by the Company as provided in Section
1002. There shall be only one Security Register per series of Securities.

         Subject to Section 204, upon surrender for transfer of any Security of
any series at the office or agency of the Company in a Place of Payment, 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
such series of any authorized denominations, of a like aggregate principal
amount and Maturity and of like tenor and terms.

         Subject to Section 204, at the option of the Holder, Securities of any
series may be exchanged for other Securities of such series of any authorized
denominations, of a like aggregate principal amount and Maturity and of like
tenor and terms, 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 Securityholder making the exchange is entitled to receive.

         All Securities issued upon any 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 transfer or exchange.

         Every Security presented or surrendered for transfer or 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, the Trustee and the Security Registrar duly executed, by the Holder
thereof or his attorney duly authorized in writing.

         Unless otherwise provided in the Security to be transferred or
exchanged, no service charge shall be made on any Securityholder for any
transfer or exchange of Securities, but the Company may (unless otherwise
provided in such Security) require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any

                                      -19-

<PAGE>

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

         The Company shall not be required (i) to issue, transfer or exchange
any Security 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 under Section 1103 and ending at the close
of business on the date of such mailing, or (ii) to transfer or exchange any
Security so selected for redemption in whole or in part.

         None of the Company, the Trustee, any agent of the Trustee, any Paying
Agent or the Security Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

         The Company initially appoints the Trustee to act as Security Registrar
for the Securities on its behalf. The Company may at any time and from time to
time authorize any Person to act as Security Registrar in place of the Trustee
with respect to any series of Securities issued under this Indenture.

         Section 306. Mutilated, Destroyed, Lost and Stolen Securities. If (i)
any mutilated Security is surrendered to the Trustee, or the Company and the
Trustee receive evidence to their satisfaction of the destruction, loss or theft
of any Security, and (ii) there is delivered to the Company and the Trustee such
security or indemnity as may be required by them to save each 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 exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Security, a new Security
of like tenor, series, Maturity and principal amount, bearing a number not
contemporaneously Outstanding.

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

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

         Every new Security 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 the same 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.

                                      -20-

<PAGE>

         Section 307. Payment of Interest; Interest Rights Preserved. Unless
otherwise provided with respect to such Security pursuant to Section 301,
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 may be made at the option of the Company by check mailed or
delivered to the address of the Person entitled thereto as such address shall
appear in the Security Register or by transfer to an account maintained by the
payee with a bank located inside the United States

         Any interest on any Security 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 registered
Holder on the relevant Regular Record Date by virtue of his having been such
Holder; and, except as hereinafter provided, such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in Clause (1) or
Clause (2) below:

                  (1)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names any such Securities
         (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 such Security 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 nor 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 the Holder of
         each such Security at the address of such Holder as it appears in the
         Security Register, not less than 10 days prior to such Special Record
         Date. Notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor having been mailed as aforesaid, such
         Defaulted Interest shall be paid to the Persons in whose names such
         Securities (or their respective Predecessor Securities) are registered
         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 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

                                      -21-

<PAGE>

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

         If any installment of interest the Stated Maturity of which is on or
prior to the Redemption Date for any Security called for redemption pursuant to
Article Eleven is not paid or duly provided for on or prior to the Redemption
Date in accordance with the foregoing provisions of this Section, such interest
shall be payable as part of the Redemption Price of such Securities.

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

         Section 308. Persons Deemed Owners. The Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name any
Security is registered in the Security Register as the owner of such Security
for the purpose of receiving payment of principal of (and premium, if any), and
(subject to Section 307) interest on, such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

         Section 309. Cancellation. All Securities surrendered for payment,
redemption, transfer, or exchange or credit against a sinking fund shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and, if not already cancelled, shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered, hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Security shall be authenticated in lieu of
or in exchange for any Securities cancelled as provided in this Section, except
as expressly permitted by this Indenture. The Trustee shall dispose of all
cancelled Securities in accordance with its standard procedures and deliver a
certificate of such disposition to the Company.

         Section 310. Computation of Interest. Unless otherwise provided as
contemplated in Section 301, interest on the Securities shall be calculated on
the basis of a 360-day year of twelve 30-day months.

         Section 311. Medium-Term Securities. Notwithstanding any contrary
provision herein, if all Securities of a series are not to be originally issued
at one time, it shall not be necessary for the Company to deliver to the Trustee
an Officers' Certificate, Board Resolution, supplemental indenture, Opinion of
Counsel or Company Order otherwise required pursuant to Sections 102, 202, 301
and 303 at or prior to the time of authentication of each Security of such
series if such documents are delivered to the Trustee or its agent at or prior
to the authentication upon original issuance of the first Security of such
series to be issued; provided that any subsequent request by the Company to the
Trustee to authenticate Securities of such series upon original issuance shall
constitute a representation and warranty by the Company that as of the date of
such request, the statements made in the Officers' Certificate or other
certificates delivered pursuant to Sections 102, 202 and 303 shall be true and
correct as if made on such date.

                                      -22-

<PAGE>

         A Company Order, Officers' Certificate or Board Resolution or
supplemental indenture delivered by the Company to the Trustee in the
circumstances set forth in the preceding paragraph may provide that Securities
which are the subject thereof will be authenticated and delivered by the Trustee
or its agent on original issue from time to time in the aggregate principal
amount established for such series pursuant to such procedures acceptable to the
Trustee as may be specified from time to time by Company Order upon the
telephonic, electronic or written order of Persons designated in such Company
Order, Officers' Certificate, supplemental indenture or Board Resolution (any
such telephonic or electronic instructions to be promptly confirmed in writing
by such Persons) and that such Persons are authorized to determine, consistent
with such Company Order, Officers' Certificate, supplemental indenture or Board
Resolution, such terms and conditions of said Securities as are specified in
such Company Order, Officers' Certificate, supplemental indenture or Board
Resolution.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

         Section 401. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to any series of Securities
(except as to any surviving rights of conversion or transfer or exchange of
Securities of such series expressly provided for herein or in the form of
Security for such series), and the Trustee, on demand of and at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series, when:

                  (1)      either

                           (A)      all Securities of that series theretofore
                  authenticated and delivered (other than (i) Securities of such
                  series which have been destroyed, lost or stolen and which
                  have been replaced or paid as provided in Section 306, and
                  (ii) Securities of such series for whose payment money in the
                  Required Currency 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 paragraphs four and five of section 1003) have
                  been delivered to the Trustee cancelled or for cancellation;
                  or

                           (B)      all such Securities of that series not
                  theretofore delivered to the Trustee cancelled or for
                  cancellation

                           (i)      have become due and payable, or

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

                           (iii)    are to be called for redemption within one
                  year under arrangements satisfactory to the Trustee for the
                  giving of notice of redemption by the Trustee in the name, and
                  at the expense, of the Company,

         and the Company, in the case of (i), (ii) or (iii) above, has deposited
         or caused to be deposited with the Trustee as trust funds in trust an
         amount in the Required Currency

                                      -23-

<PAGE>

         sufficient to pay and discharge the entire indebtedness on such
         Securities not theretofore delivered to the Trustee cancelled or for
         cancellation, with respect to principal (and premium, if any) and
         interest to the date of such deposit (in the case of Securities which
         have become due and payable), or to the Stated Maturity or Redemption
         Date, as the case may be;

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

                  (3)      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 Securities of such
         series have been complied with. Notwithstanding the satisfaction and
         discharge of this Indenture with respect to any series of Securities,
         the obligations of the Company to the Trustee with respect to that
         series under Section 607 shall survive and the obligations of the
         Trustee under Sections 402 and 1003 shall survive.

         Section 402. Application of Trust Money. All money deposited with the
Trustee pursuant to Section 401 or Section 403 shall be held in trust and
applied by it, in accordance with the provisions of the series of Securities in
respect of which it was deposited and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

         Section 403. Defeasance Upon Deposit of Funds or Government
Obligations. Unless pursuant to Section 301 provision is made that this Section
shall not be applicable to the Securities of any series, at the Company's
option, either (a) the Company shall be deemed to have been Discharged (as
defined below) from its obligations with respect to any series of securities
after the applicable conditions set forth below have been satisfied or (b) the
Company shall cease to be under any obligation to comply with any term,
provision or condition set forth in Article Eight (and any other Sections
applicable to such Securities that are determined pursuant to Section 301 to be
subject to this provision), and clause 4 of Section 501 of this Indenture (and
any other Events of Default applicable to such Securities that are determined
pursuant to Section 301 to be subject to this provision) shall be deemed not to
be an Event of Default, with respect to any series of Securities at any time
after the applicable conditions set forth below have been satisfied:

                  (1)      the Company shall have deposited or caused to be
         deposited irrevocably with the Trustee as trust funds in trust,
         specifically pledged as security for, and dedicated solely to, the
         benefit of the Holders of the Securities of such series (i) money in an
         amount, or (ii) the equivalent in non-callable securities, or
         securities callable at the option of the holder thereof, of the
         government which issued the currency in which the Securities are
         denominated or government agencies backed by the full faith and credit
         of such government which through the payment of interest and principal
         in respect thereof in accordance with their terms; without reinvestment
         thereof, will provide, not later than

                                      -24-

<PAGE>

         one day before the due date of any payment, money in an amount, or
         (iii) a combination of (i) and (ii), sufficient, in the opinion (with
         respect to (ii) and (iii)) of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge each installment
         of principal (including mandatory sinking fund payments) and any
         premium of, interest on and any repurchase obligations with respect to
         the Outstanding Securities of such series on the dates such
         installments of interest or principal or repurchase obligations are
         due;

                  (2)      no Event of Default or event (including such deposit)
         which with notice or lapse of time would become an Event of Default
         with respect to the Securities of such series shall have occurred and
         be continuing on the date of such deposit; and

                  (3)      the Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that Holders of the Securities of such
         series will not recognize income, gain or loss for Federal income tax
         purposes as a result of the Company's exercise of its option under this
         Section 403 and will be subject to Federal income tax on the same
         amount and in the same manner and at the same times as would have been
         the case if such option had not been exercised, and, in the case of
         Securities being Discharged, accompanied by a ruling to that effect
         from the Internal Revenue Service.

         "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities of such series and to have satisfied all the obligations under this
Indenture relating to the Securities of such series (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of Holders of Securities to receive, from the trust
fund described in clause (1) above, payment of the principal and any premium of
and any interest on such Securities when such payments are due; (B) the
Company's obligations with respect to such Securities under Sections 305, 306,
402, 1002 and 1003; and (C) the rights (including, but not limited to, rights
under Section 607), powers, trusts, duties and immunities of the Trustee
hereunder.

                                  ARTICLE FIVE

                                    REMEDIES

         Section 501. Events of Default. "Event of Default", wherever used
herein, means with respect to any series of Securities any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless such event is either inapplicable
to a particular series or it is specifically deleted or modified in or pursuant
to the supplemental indenture or Board Resolution creating such series of
Securities or in the form of Security for such series:

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

                                      -25-

<PAGE>

                  (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 performance, or breach, of any
         covenant or warranty of the Company in this Indenture in respect of the
         Securities of such series (other than a covenant or warranty in respect
         of the Securities of such series a default in the performance of which
         or the breach of which is elsewhere in this Section specifically dealt
         with), all of such covenants and warranties in the Indenture which are
         not expressly stated to be for the benefit of a particular series of
         Securities being deemed to be in respect of the Securities of all
         series for this purpose, 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 the
         outstanding Securities of such series, a written notice specifying such
         default or breach and requiring it to be remedied and stating that such
         notice is a "Notice of Default" hereunder; or

                  (4)      the entry of an order for relief against the Company
         under the Federal Bankruptcy Act by a court having jurisdiction in the
         premises or a decree or order by a court having jurisdiction in the
         premises adjudging the Company a bankrupt or insolvent under any other
         applicable Federal or State law, or the entry of a decree or order
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under the Federal Bankruptcy Code or any other applicable Federal or
         State law, or appointing a 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 unstayed and in effect for a period of 90 consecutive days; or

                  (5)      the consent by the Company to the institution of
         bankruptcy or insolvency proceedings against it, or the filing by it of
         a petition or answer or consent seeking reorganization or relief under
         the Federal Bankruptcy Code or any other applicable Federal or State
         law, or the consent by it to the filing of any such petition or to the
         appointment of a receiver, liquidator, assignee, trustee, sequestrator
         (or other similar official) of the Company or of any substantial part
         of its property, or the making by it of an assignment for the benefit
         of creditors, or the admission by it in writing of its inability to pay
         its debts generally as they become due, or the taking of corporate
         action by the Company in furtherance of any such action; or

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

         Section 502. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default described in paragraph (1), (2), (3) or (6) of Section 501
occurs and is continuing with respect to any series, then and in each and every
such case, unless the principal of all the Securities of such series shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Securities of such series then

                                      -26-

<PAGE>

outstanding hereunder (each such series acting as a separate class), by notice
in writing to the Company (and to the Trustee if given by Holders), may declare
the principal amount (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all the Securities of such series and all accrued
interest thereon to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Securities of such series contained to the
contrary notwithstanding. If an Event of Default described in paragraph (4) of
Section 501 occurs and is continuing, then the principal of all the Securities
shall automatically 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 has been made with
respect to the Securities of any series, and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of such series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if the
Company has paid or deposited with the Trustee a sum sufficient to pay:

                           (A)      all overdue installments of interest on the
                  Securities of such series,

                           (B)      the principal of (and premium, if any, on)
                  any Securities of such series which have become due otherwise
                  than by reason of such declaration of acceleration, and
                  interest thereon at the rate or rates prescribed therefor by
                  the terms of the Securities of such series, to the extent that
                  payment of such interest is lawful,

                           (C)      interest upon overdue installments of
                  interest at the rate or rates prescribed therefor by the terms
                  of the Securities of such series to the extent that payment of
                  such interest is lawful, 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 all other amounts due the Trustee under Section
                  607; and

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

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

         Section 503. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if,

                  (1)      default is made in the payment of any installment of
         interest on any Security of any series when such interest becomes due
         and payable, or

                                      -27-

<PAGE>

                  (2)      default is made in the payment of the principal of
         (or premium, if any, on) any Security at the Maturity thereof, or

                  (3)      default is made in the payment of any sinking or
         purchase fund or analogous obligation when the same becomes due by the
         terms of the Securities of any series,

and any such default continues for any period of grace provided with respect to
the Securities of such series, the Company will, upon demand of the Trustee, pay
to it, for the benefit of the Holder of any such Security (or the Holders of any
such series in the case of Clause (3) above), the whole amount then due and
payable on any such Security (or on the Securities of any such series in the
case of Clause (3) above) for principal (and premium, if any) and interest, with
interest, to the extent that payment of such interest shall be legally
enforceable, upon the overdue principal (and premium, if any) and upon overdue
installments of interest, at such rate or rates as may be prescribed therefor by
the terms of any such Security (or of Securities of any such series in the case
of Clause (3) above); and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and all other amounts due the Trustee under Section 607.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Securities of such series and
collect the money 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 any series of Securities 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 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 or interest) shall be entitled and empowered, by intervention in such
proceedings or otherwise,

                           (i)      to file and prove a claim for the whole
                  amount of principal (and premium, if any) and interest owing
                  and unpaid in respect of the Securities and to file such other
                  papers or documents as may be necessary and advisable in order
                  to have the claims of the Trustee (including any claim for the
                  reasonable

                                      -28-

<PAGE>

                  compensation, expenses, disbursements and advances of the
                  Trustee, its agents and counsel and all other amounts due the
                  Trustee under Section 607) and of the Securityholders allowed
                  in such judicial proceeding, and

                           (ii)     to collect and receive any moneys or other
                  property payable or deliverable on any such claims and to
                  distribute the same;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each
Securityholder to make such payment to the Trustee and in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 607.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder 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 Securityholder in any such proceeding.

         Section 505. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities of any series may be prosecuted and enforced by the Trustee without
the possession of any of the Securities of such series 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 agent and
counsel and any other amounts due the Trustee under Section 607, be for the
ratable benefit of the Holders of the Securities of the series in respect of
which such judgment has been recovered.

         Section 506. Application of Money Collected. Any money collected by the
Trustee with respect to a series of Securities 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) or interest, upon presentation of the Securities of such series 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 upon the
Securities of that series for principal (and premium, if any) and interest, 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) and
interest, respectively.

         Section 507. Limitation on Suits. No Holder of any Security of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless:

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<PAGE>

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

                  (2)      the Holders of not less than 25% in principal amount
         of the Outstanding Securities of such 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 such
         series;

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

         Section 508. Unconditional Right of Securityholders To Receive
Principal, Premium and Interest. Notwithstanding any other provisions 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 such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption or
repayment, on the Redemption Date or Repayment Date, as the case may be) and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

         Section 509. Restoration of Rights and Remedies. If the Trustee or any
Securityholder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for
any reason, then and in every such case the Company, the Trustee and the
Securityholders 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 Securityholders shall
continue as though no such proceeding had been instituted.

         Section 510. Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders 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.

                                      -30-

<PAGE>

         Section 511. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Security 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
Securityholders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Securityholders, as the case may be.

         Section 512. Control by Securityholders. The Holders of a majority in
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Securities of such series, provided that

                  (1)      the Trustee shall have the right to decline to follow
         any such direction if the Trustee, being advised by counsel, determines
         that the action so directed may not lawfully be taken or would conflict
         with this Indenture or if the Trustee in good faith shall, by a
         Responsible Officer, determine that the proceedings so directed would
         involve it in personal liability or be unjustly prejudicial to the
         Holders not taking part in such direction, and

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

         Section 513. Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a
default not theretofore cured

                  (1)      in the payment of the principal of (or premium, if
         any) or interest on any Security of such series, or in the payment of
         any sinking or purchase fund or analogous obligation with respect to
         the Securities of such series, 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 of such series.

         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

                                      -31-

<PAGE>

to any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding in the aggregate more than
10% in principal amount of the Outstanding Securities of any series to which the
suit relates, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Security on or after the respective stated Maturities expressed in such
Security (or, in the case of redemption or repayment, on or after the Redemption
Date or Repayment Date, as the case may be).

         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.

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

                  (1)      the Trustee undertakes to perform such duties and
         only such duties as are specifically set forth in this Indenture with
         respect to the Securities of such series, 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, with respect to Securities of such series, 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.

                  (b)      In case an Event of Default with respect to any
series of Securities has occurred and is continuing, the Trustee shall exercise
with respect to the Securities of such series 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:

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<PAGE>

                  (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 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
         adequate indemnity against such risk or liability is not reasonably
         assured to it.

                  (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 Securities of any series, the Trustee
shall transmit by mail to all Securityholders of such series, as their names and
addresses appear in the Security Register, notice of such default hereunder
known to the Trustee, 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 any Security of such series or
in the payment of any sinking or purchase fund installment or analogous
obligation 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 and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Securityholders 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
Securityholders of such series shall be given until at least 90 days after the
occurrence thereof. For the purpose of this Section, the term "default", with
respect to Securities of any series, means any event which is, or after notice
or lapse of time or both would become, an Event of Default with respect to
Securities of such series.

         Section 603. Certain Rights of Trustee. Except as otherwise provided in
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, note,
bond, debenture or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;

                                      -33-

<PAGE>

                  (b)      any request 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 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 Securityholders pursuant to this Indenture, unless such
Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction;

                  (f)      the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, note, bond, debenture 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 relevant
books, records and premises of the Company, personally or by agent or attorney;
and

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

         Section 604. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the 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. Trustee May Hold Securities. The Trustee, any Paying
Agent, the 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, Paying Agent, Security
Registrar or such other agent.

         Section 606. Money Held in Trust. Subject to the provisions of Section
1003 hereof, all moneys in any currency or currencies received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be

                                      -34-

<PAGE>

segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

         Section 607. Compensation and Reimbursement. The Company agrees:

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

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

                  (3)      to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence or
         bad faith on its part, arising out of or in connection with the
         acceptance or administration of this trust, including the costs and
         expenses of defending itself against any claim or liability in
         connection with the exercise or performance of any of its powers or
         duties hereunder.

         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 (and premium, if any) or interest on
particular Securities.

         Section 608. Disqualification; Conflicting Interests. The Trustee for
the Securities of any series issued hereunder shall be subject to the provisions
of Section 310(b) of the Trust Indenture Act during the period of time provided
for therein. In determining whether the Trustee has a conflicting interest as
defined in Section 310(b) of the Trust Indenture Act with respect to the
Securities of any series, there shall be excluded for purposes of the
conflicting interest provisions of such Section 310(b) the Securities of every
other series issued under this Indenture. Nothing herein shall prevent the
Trustee from filing with the Commission the application referred to in the
second to last paragraph of Section 310(b) of the Trust Indenture Act.

         Section 609. Corporate Trustee Required Eligibility. There shall at all
times be a Trustee hereunder with respect to each series of Securities, which
shall be either

                           (i)      a corporation organized and doing business
                  under the laws of the United States of America or of any State
                  of the United States of America, authorized under such laws to
                  exercise corporate trust powers and subject to supervision or
                  examination by Federal or State authority, or

                           (ii)     a corporation or other Person organized and
                  doing business under the laws of a foreign government that is
                  permitted to act as Trustee pursuant to a rule, regulation or
                  order of the Commission, authorized under such laws to
                  exercise corporate trust powers, and subject to supervision or
                  examination by

                                      -35-

<PAGE>

                  authority of such foreign government or a political
                  subdivision thereof substantially equivalent to supervision or
                  examination applicable to United States institutional
                  trustees,

in either case having a combined capital and surplus of at least $10,000,000. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. Neither the Company nor any
Person directly or indirectly controlling, controlled by, or under common
control with the Company shall serve as Trustee for the Securities of any series
issued hereunder. If at any time the Trustee with respect to any series of
Securities shall cease to be eligible in accordance with the provisions of this
section, it shall resign immediately in the manner and with the effect specified
in Section 610.

         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 under
Section 611.

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

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

                  (d)      If at any time:

                  (1)      the Trustee shall fail to comply with Section 310(b)
         of the Trust Indenture Act pursuant to Section 608 with respect to any
         series of Securities after written request therefor by the Company or
         by any Securityholder who has been a bona fide Holder of a Security of
         that series for at least 6 months, or

                  (2)      the Trustee shall cease to be eligible under Section
         609 with respect to any series of Securities and shall fail to resign
         after written request therefor by the Company or by any such
         Securityholder, or

                  (3)      the Trustee shall become incapable of acting with
         respect to any series of Securities, or

                  (4)      the Trustee 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

                                      -36-

<PAGE>

         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 the series, or in the case of Clause (4), with respect
to all series, or (ii) subject to Section 514, any Securityholder who has been a
bona fide Holder of a Security of such series for at least 6 months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee with respect to the series, or, in the case of Clause (4),
with respect to all series.

                  (e)      If the Trustee shall resign, be removed or become
incapable of acting with respect to any series of Securities, or if a vacancy
shall occur in the office of the Trustee with respect to any series of
Securities for any cause, the Company, by a Board Resolution, shall promptly
appoint a successor Trustee for that series of Securities. If, within one year
after such resignation, removal or incapacity, or the occurrence of such
vacancy, a successor Trustee with respect to such series of Securities shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to such series
and supersede the successor Trustee appointed by the Company with respect to
such series. If no successor Trustee with respect to such series shall have been
so appointed by the Company or the Securityholders of such series and accepted
appointment in the manner hereinafter provided, subject to Section 514, any
Securityholder who has been a bona fide Holder of a Security of that series for
at least 6 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 such series.

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

         Section 611. Acceptance of Appointment by Successor. Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the predecessor Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the predecessor Trustee shall become
effective with respect to any series as to which it is resigning or being
removed as Trustee, and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the predecessor Trustee with respect to any such series; but, on request of
the Company or the successor Trustee, such predecessor Trustee shall, upon
payment of all amounts owed to it, if any, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
predecessor Trustee, and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such predecessor Trustee
hereunder with respect to all or any such series, subject nevertheless to its
lien, if any, provided for in Section 607. Upon request of any such successor
Trustee, the Company shall execute any and all

                                      -37-

<PAGE>

instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts.

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

         No successor Trustee with respect to any series of Securities shall
accept its appointment unless at the time of such acceptance such successor
Trustee shall be qualified and eligible with respect to that series 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 of 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.

                  (a)      Subject to Subsection (b) of this Section, if the
Trustee shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Company within 3 months prior to a default, as defined in
Subsection (c) of this Section, or subsequent to such a default, then, unless
and until such default shall be cured, the Trustee shall set apart and hold in a
special account for the benefit of the Trustee individually, the Holders of the
Securities and the holders of other indenture securities (as defined in
subsection (c) of this Section),

                  (1)      an amount equal to any and all reduction in the
         amount due and owing upon any claim as such creditor in respect of
         principal or interest, effected after the beginning of such 3-month
         period and valid as against the Company and its other creditors, except
         any such reduction resulting from the receipt or disposition of any
         property described in paragraph (2) of this subsection, or from the
         exercise of any right of

                                      -38-

<PAGE>

         set-off which the Trustee could have exercised if a petition in
         bankruptcy had been filed by or against the Company upon the date of
         such default; and

                  (2)      all property received by the Trustee in respect of
         any claim as such creditor, either as security therefor, or in
         satisfaction or composition thereof, or otherwise, after the beginning
         of such 3-month period, or an amount equal to the proceeds of any such
         property, if disposed of, subject, however, to the rights, if any, of
         the Company and its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

                           (A)      to retain for its own account (i) payments
                  made on account of any such claim by any Person (other than
                  the Company) who is liable thereon, and (ii) the proceeds of
                  the bona fide sale of any such claim by the Trustee to a third
                  Person, and (iii) distributions made in cash, securities or
                  other property in respect of claims filed against the Company
                  in bankruptcy or receivership or in proceedings for
                  reorganization pursuant to the Federal Bankruptcy Act or
                  applicable State law;

                           (B)      to realize, for its own account, upon any
                  property held by it as security for any such claim, if such
                  property was so held prior to the beginning of such 3-month
                  period;

                           (C)      to realize, for its own account, but only to
                  the extent of the claim hereinafter mentioned, upon any
                  property held by it as security for any such claim, if such
                  claim was created after the beginning of such 3-month period
                  and such property was received as security therefor
                  simultaneously with the creation thereof, and if the Trustee
                  shall sustain the burden of proving that at the time such
                  property was so received the Trustee had no reasonable cause
                  to believe that a default as defined in Subsection (c) of this
                  Section would occur within 3 months; or

                           (D)      to receive payment on any claim referred to
                  in paragraph (B) or against the release of any property held
                  as security for such claim as provided in paragraph (B) or
                  (C), as the case may be, to the extent of the fair value of
                  such property.

         For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such 3-month period for property held as security at the
time of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim referred to in any of such paragraphs is created in renewal of or in
substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as
such pre- existing claim.

         If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned
between the Trustee, the Securityholders and the holders of other indenture
securities in such manner that the Trustee, the Securityholders and the holders
of other indenture securities realize, as a result of payments from such special

                                      -39-

<PAGE>

account and payments of dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Federal Bankruptcy Act or applicable State law, the same percentage of their
respective claims, figured before crediting to the claim of the Trustee anything
on account of the receipt by it from the Company of the funds and property in
such special account and before crediting to the respective claims of the
Trustee and the Securityholders and the holders of other indenture securities
dividends on claims filed against the Company in bankruptcy or receivership or
in proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law, but after crediting thereon receipts on account of the
indebtedness represented by their respective claims from all sources other than
from such dividends and from the funds and property so held in such special
account. As used in this paragraph, with respect to any claim, the term
"dividends" shall include any distribution with respect to such claim, in
bankruptcy or receivership or proceedings for reorganization pursuant to the
Federal Bankruptcy Act or applicable State law, whether such distribution is
made in cash, securities, or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim. The
court in which such bankruptcy, receivership or proceedings for reorganization
is pending shall have jurisdiction (i) to apportion between the Trustee and the
Securityholders and the holders of other indenture securities, in accordance
with the provisions of this paragraph, the funds and property held in such
special account and proceeds thereof, or (ii) in lieu of such apportionment, in
whole or in part, to give to the provisions of this paragraph due consideration
in determining the fairness of the distributions to be made to the Trustee and
the Securityholders and the holders of other indenture securities with respect
to their respective claims, in which event it shall not be necessary to
liquidate or to appraise the value of any securities or other property held in
such special account or as security for any such claim, or to make a specific
allocation of such distributions as between the secured and unsecured portions
of such claims, or otherwise to apply the provisions of this paragraph as a
mathematical formula.

         Any Trustee which has resigned or been removed after the beginning of
such 3-month period shall be subject to the provisions of this Subsection as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such 3-month period, it shall be
subject to the provisions of this Subsection if and only if the following
conditions exist:

                           (i)      the receipt of property or reduction of
                  claim, which would have given rise to the obligation to
                  account, if such Trustee had continued as Trustee, occurred
                  after the beginning of such 3-month period; and

                           (ii)     such receipt of property or reduction of
                  claim occurred within 3 months after such resignation or
                  removal.

                  (b)      There shall be excluded from the operation of
Subsection (a) of this Section a creditor relationship arising from:

                  (1)      the ownership or acquisition of securities issued
         under any indenture, or any security or securities having a maturity of
         one year or more at the time of acquisition by the Trustee;

                                      -40-

<PAGE>

                  (2)      advances authorized by a receivership or bankruptcy
         court of competent jurisdiction, or by this indenture, for the purpose
         of preserving any property which shall at any time be subject to the
         lien of this Indenture or of discharging tax liens or other prior liens
         or encumbrances thereon, if notice of such advances and of the
         circumstances surrounding the making thereof is given to the
         Securityholders at the time and in the manner provided in this
         Indenture;

                  (3)      disbursements made in the ordinary course of business
         in the capacity of trustee under an indenture, transfer agent,
         registrar, custodian, paying agent, fiscal agent or depository, or
         other similar capacity;

                  (4)      an indebtedness created as a result of services
         rendered or premises rented; or an indebtedness created as a result of
         goods or securities sold in a cash transaction as defined in Subsection
         (c) of this Section;

                  (5)      the ownership of stock or of other securities of a
         corporation organized under the provisions of Section 25(a) of the
         Federal Reserve Act, as amended, which is directly or indirectly a
         creditor of the Company; or

                  (6)      the acquisition, ownership, acceptance or negotiation
         of any drafts, bills of exchange, acceptances or obligations which fall
         within the classification of self- liquidating paper as defined in
         Subsection (c) of this Section.

                  (c)      For the purposes of this Section only:

                  (1)      The term "default" means any failure to make payment
         in full of the principal of or interest on any of the Securities or
         upon the other indenture securities when and as such principal or
         interest becomes due and payable.

                  (2)      The term "other indenture securities" means
         securities upon which the Company is an obligor outstanding under any
         other indenture (i) under which the Trustee is also trustee, (ii) which
         contains provisions substantially similar to the provisions of this
         Section, and (iii) under which a default exists at the time of the
         apportionment of the funds and property held in such special account.

                  (3)      The term "cash transaction" means any transaction in
         which full payment for goods or securities sold is made within 7 days
         after delivery of the goods or securities in currency or in checks or
         other orders drawn upon banks or bankers and payable upon demand.

                  (4)      The term "self-liquidating paper" means any draft,
         bill of exchange, acceptance or obligation which is made, drawn,
         negotiated or incurred by the Company for the purpose of financing the
         purchase, processing, manufacturing, shipment, storage or sale of
         goods, wares or merchandise and which is secured by documents
         evidencing title to, possession of, or a lien upon, the goods, wares or
         merchandise or the receivables or proceeds arising from the sale of the
         goods, wares or merchandise previously constituting the security,
         provided the security is received by the Trustee simultaneously

                                      -41-

<PAGE>

         with the creation of the creditor relationship with the Company arising
         from the making, drawing, negotiating or incurring of the draft, bill
         of exchange, acceptance or obligation.

                  (5)      The term "Company" means any obligor upon the
         Securities.

         Section 614. Appointment of Authenticating Agent. At any time when any
of the Securities remain outstanding the Trustee, with the approval of the
Company, may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as an Authenticating
Agent, having a combined capital and surplus of not less than $10,000,000 and,
if other than the Company itself, subject to supervision or examination by
Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and, if other than the Company, 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, if other than
the Company, 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,
with the approval of the Company, may appoint a successor Authenticating Agent
which shall be acceptable to the Company and shall mail written notice of such
appointment by first-class mail, postage prepaid, to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve, as
their names and addresses appear in the Security Register.

                                      -42-

<PAGE>

Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

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

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

                                        ________________________________________
                                        as Trustee,

                                        By:_____________________________________
                                                    As Authenticating Agent

                                        By:_____________________________________
                                                       Authorized Officer

                                 ARTICLE SEVEN

                       SECURITYHOLDERS' LISTS AND REPORTS
                             BY TRUSTEE AND COMPANY

         Section 701. Company To Furnish Trustee Names and Addresses of
Securityholders. The Company will furnish or cause to be furnished to the
Trustee:

                  (1)      semi-annually, not later than December 15 and June 15
         in each year in such form as the Trustee may reasonably require, a list
         of the names and addresses of the Holders of Securities of each series
         as of such date, and

                  (2)      at such other times as the Trustee may request in
         writing, within 30 days after the receipt by the Company of any such
         request, a list of similar form and content as of a date not more than
         15 days prior to the time such list is furnished,

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

         Section 702. Preservation of Information; Communications to
Securityholders.

                                      -43-

<PAGE>

                  (a)      The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders of Securities
contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders of Securities received by the
Trustee in its capacity as Security Registrar. The Trustee may destroy any list
furnished to it as provided in Section 701 upon receipt of a new list so
furnished.

                  (b)      If 3 or more Holders of Securities of any series
(hereinafter referred to as "applicants") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security of such series for a period of at least 5 months preceding the date of
such application, and such application states that the applicants desire to
communicate with other Holders of Securities of such series or with the Holders
of all Securities with respect to their rights under this Indenture or under
such Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall,
within 5 Business Days after the receipt of such application, at its election,
either:

                           (i)      afford such applicants access to the
                  information preserved at the time by the Trustee in accordance
                  with Section 702(a), or

                           (ii)     inform such applicants as to the approximate
                  number of Holders of Securities of such series or all
                  Securities, as the case may be, whose names and addresses
                  appear in the information preserved at the time by the Trustee
                  in accordance with Section 702(a), and as to the approximate
                  cost of mailing to such Securityholders the form of proxy or
                  other communication, if any, specified in such application.

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of a Security of such series or to all Securityholders, as
the case may be, whose names and addresses appear in the information preserved
at the time by the Trustee in accordance with Section 702(a), a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless, within 5 days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Securities of such series or all Securityholders, as the case may be, or would
be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If the Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all Securityholders of such series or all Securityholders, as
the case may be, with reasonable promptness after the entry of such order and
the renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

                                      -44-

<PAGE>

                  (c)      Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of Securities in
accordance with 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).

         Section 703. Reports by Trustee.

                  (a)      The term "reporting date" as used in this Section
means March 31. Within 60 days after the reporting date in each year, beginning
in [ ], the Trustee shall transmit by mail to all Securityholders, as their
names and addresses appear in the Security Register, a brief report dated as of
such reporting date with respect to any of the following events which may have
occurred during the twelve months preceding the date of such report (but if no
such event has occurred within such period, no report need be transmitted):

                  (1)      any change to its eligibility under Section 609 and
         its qualifications under Section 608;

                  (2)      the creation of or any material change to a
         relationship specified in Section 310(b)(1) through Section 310(b)(10)
         of the Trust Indenture Act;

                  (3)      the character and amount of any advances (and if the
         Trustee elects so to state, the circumstances surrounding the making
         thereof) made by the Trustee (as such) which remain unpaid on the date
         of such report, and for the reimbursement of which it claims or may
         claim a lien or charge, prior to that of Securities of any series, on
         any property or funds held or collected by it as Trustee, except that
         the Trustee shall not be required (but may elect) to report such
         advances if such advances so remaining unpaid aggregate not more than
         1/2 of 1% of the principal amount of the Securities of such series
         Outstanding on the date of such report;

                  (4)      any change to the amount, interest rate and maturity
         date of all other indebtedness owing by the Company (or by any other
         obligor on the Securities) to the Trustee in its individual capacity,
         on the date of such report, with a brief description of any property
         held as collateral security therefor, except an indebtedness based upon
         a creditor relationship arising in any manner described in Section
         613(b)(2), (3), (4), or (6);

                  (5)      any change to the property and funds, if any,
         physically in the possession of the Trustee as such on the date of such
         report;

                  (6)      any additional issue of Securities which the Trustee
         has not previously reported; and

                  (7)      any action taken by the Trustee in the performance of
         its duties hereunder which it has not previously reported and which in
         its opinion materially affects the Securities, except action in respect
         of a default, notice of which has been or is to be withheld by the
         Trustee in accordance with Section 602.

                                      -45-

<PAGE>

                  (b)      The Trustee shall transmit by mail to all
Securityholders, as their names and addresses appear in the Security Register, a
brief report with respect to the character and amount of any advances (and if
the Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee (as such) since the date of the last report
transmitted pursuant to Subsection (a) of this Section (or if no such report has
yet been so transmitted, since the date of execution of this instrument) for the
reimbursement of which it claims or may claim a lien or charge, prior to that of
the Securities of any series, on property or funds held or collected by it as
Trustee, and which it has not previously reported pursuant to this subsection,
except that the Trustee shall not be required (but may elect) to report such
advances if such advances remaining unpaid at any time aggregate 10% or less of
the principal amount of the Securities outstanding of such series at such time,
such report to be transmitted within 90 days after such time.

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

         Section 704. Reports by Company. The Company will:

                  (1)      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; or, if the
         Company is not required to file information, documents or reports
         pursuant to either of said Sections, then it will file with the Trustee
         and the Commission, in accordance with rules and regulations prescribed
         from time to time by the Commission, such of the supplementary and
         periodic information, documents and reports which may be required
         pursuant to Section 13 of the Securities Exchange Act of 1934 in
         respect of a security listed and registered on a national securities
         exchange as may be prescribed from time to time in such rules and
         regulations;

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

                  (3)      transmit by mail to all Securityholders, as their
         names and addresses appear in the Security Register, within 30 days
         after the filing thereof with the Trustee, such summaries of any
         information, documents and reports required to be filed by the Company
         pursuant to paragraphs (1) and (2) of this Section as may be required
         by rules and regulations prescribed from time to time by the
         Commission.

                                      -46-

<PAGE>

                                 ARTICLE EIGHT

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

         Section 801. Company May Consolidate, etc., only on Certain Terms. The
Company shall not consolidate with or merge into any other corporation or convey
or transfer its properties and assets substantially as an entirety to any
Person, unless:

                  (1)      the corporation formed by such consolidation or into
         which the Company is merged or the Person which acquires by conveyance
         or transfer the properties and assets of the Company substantially as
         an entirety shall be organized and existing under the laws of the
         United States of America or any State of the United States of America
         or the District of Columbia, and shall expressly assume, by an
         indenture supplemental hereto, executed and delivered to the Trustee,
         in form satisfactory to the Trustee, the due and punctual payment of
         the principal of (and premium, if any) and interest on all the
         Securities and the performance of every covenant of this Indenture on
         the part of the Company to be performed or observed;

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

                  (3)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel each stating that such
         consolidation, merger, conveyance or transfer and 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 Corporation Substituted. Upon any consolidation
or merger, or any conveyance or transfer of the properties and assets of the
Company substantially as an entirety in accordance with Section 801, the
successor formed by such consolidation or into which the Company is merged or to
which such conveyance or transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor had been named as the Company herein.
In the event of any such conveyance or transfer, the Company as the predecessor
may be dissolved, wound up or liquidated at any time thereafter.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         Section 901. Supplemental Indentures Without Consent of
Securityholders. Without the consent of the Holders of any Securities, the
Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any of the following purposes:

                                      -47-

<PAGE>

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

                  (2)      to add to the covenants of the Company, or to
         surrender any right or power herein conferred upon the Company, for the
         benefit of the Holders of the Securities of any or all series (and if
         such covenants or the surrender of such right or power are to be for
         the benefit of less than all series of Securities, stating that such
         covenants are expressly being included or such surrenders are expressly
         being made solely for the benefit of one or more specified series); or

                  (3)      to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture; or

                  (4)      to add to this Indenture such provisions as may be
         expressly permitted by the Trust Indenture Act, excluding, however, the
         provisions referred to in Section 316(a)(2) of the Trust Indenture Act
         as in effect at the date as of which this instrument was executed or
         any corresponding provision in any similar federal statute hereafter
         enacted; or

                  (5)      to establish any form of Security, as provided in
         Article Two, and to provide for the issuance of any series of
         Securities as provided in Article Three and to set forth the terms
         thereof, and/or to add to the rights of the Holders of the Securities
         of any series; or

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

                  (7)      to add any additional Events of Default in respect of
         the Securities of any or all series (and if such additional Events of
         Default are to be in respect of less than all series of Securities,
         stating that such Events of Default are expressly being included solely
         for the benefit of one or more specified series); or

                  (8)      to provide for the issuance of securities in coupon
         as well as fully registered form.

         Section 902. Supplemental Indentures with Consent of Securityholders.
With the consent of the Holders of not less than 66-2/3% in principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture or indentures, 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 the

                                      -48-

<PAGE>

Securities of each 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 Maturity of the principal of, or the
         Stated Maturity of any premium on, or any installment of interest on,
         any Security, or reduce the principal amount thereof or the interest or
         any premium thereon, or change the method of computing the amount of
         principal thereof or interest thereon on any date or change any Place
         of Payment where, or the coin or currency in which, any Security or any
         premium or interest thereon is payable, or change the coin or currency
         in which any Security is denominated, or impair the right to institute
         suit for the enforcement of any such payment on or after the Maturity
         or the Stated Maturity, as the case may be, thereof (or, in the case of
         redemption or repayment, on or after the Redemption Date or the
         Repayment Date, as the case may be); or

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

                  (3)      modify any of the provisions of this Section, Section
         513 or Section 1008, except to increase any such percentage or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Security affected thereby.

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

         It shall not be necessary for any Act of Securityholders 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 or
immunities under this Indenture or otherwise.

         Section 904. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes;

                                      -49-

<PAGE>

and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby to the extent provided therein.

         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 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
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.

                                   ARTICLE TEN

                                    COVENANTS

         Section 1001. Payment of Principal, Premium and Interest. With respect
to each series of Securities, the Company will duly and punctually pay the
principal of (and premium, if any) and interest on such Securities in accordance
with their terms and this Indenture, and will duly comply with all the other
terms, agreements and conditions contained in, or made in this Indenture for the
benefit of, the Securities of such series.

         Section 1002. Maintenance of Office or Agency. The Company will
maintain an office or agency in each Place of Payment where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and of any change in
the location, of such office or agency. If at any time the Company shall fail to
maintain such 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 principal Corporate Trust office of the Trustee, Attention:
Corporate Trust Department, and the Company hereby appoints the Trustee its
agent to receive all such presentations, surrenders, notices and demands.

         Section 1003. Money for Security Payments to be Held in Trust. If the
Company shall at any time act as its own Paying Agent for any series of
Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities of such series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and will promptly notify the Trustee of its action or failure
to act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of (and
premium, if any) or interest on any Securities of such series, deposit with any
such Paying Agent a sum sufficient to pay the

                                      -50-

<PAGE>

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 (and premium,
if any) 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 other than the Trustee for any
series of Securities 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 principal
         of (and premium, if any) or interest on Securities of such 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 such series) in the making
         of any such payment of principal (and premium, if any) or interest on
         the Securities of such 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 with respect to any series of
Securities 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 in respect of each and every series of Securities as to which it
seeks to discharge this Indenture or, if for any other purpose, all sums so held
in trust by the Company in respect of all Securities, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security of any series and remaining unclaimed for three
years after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment 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. The Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company mail to
the Holders of the Securities for which the money to be repaid was held in
trust, as their names and addresses appear in the Security Register, a notice
that such moneys remain unclaimed and that, after a date specified in the
notice, which shall not be less than 30 days from the date on which the notice
was first mailed to the Holders of the Securities for which the money to be
repaid was held in trust, any unclaimed balance of such moneys then remaining
will be paid to the company free of the trust formerly impressed upon it.

                                      -51-

<PAGE>

         The Company initially authorizes the Trustee to act as Paying Agent for
the Securities on its behalf. The Company may at any time and from time to time
authorize one or more Persons to act as Paying Agent in addition to or in place
of the Trustee with respect to any series of Securities issued under this
Indenture.

         Section 1004. Statement as to Compliance. The Company will deliver to
the Trustee, within 120 days after the end of each fiscal year, a written
statement signed by the principal executive officer, principal financial officer
or principal accounting officer of the Company stating that:

                  (1)      a review of the activities of the Company during such
         year and of its performance under this Indenture and under the terms of
         the Securities has been made under his supervision; and

                  (2)      to the best of his knowledge, based on such review,
         the Company has fulfilled all its obligations under this Indenture and
         has complied with all conditions and covenants on its part contained in
         this Indenture through such year, or, if there has been a default in
         the fulfillment of any such obligation, covenant or condition,
         specifying each such default known to him and the nature and status
         thereof.

         For the purpose of this Section 1004, default and compliance shall be
determined without regard to any grace period or requirement of notice provided
pursuant to the terms of this Indenture.

         Section 1005. Legal 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 legal existence.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

         Section 1101. Applicability of Article. The Company may reserve the
right to redeem and pay before Stated Maturity all or any part of the Securities
of any series, either by optional redemption, sinking or purchase fund or
analogous obligation or otherwise, by provision therefor in the form of Security
for such series established and approved pursuant to Section 202 and on such
terms as are specified in such form or in the indenture supplemental hereto with
respect to Securities of such series as provided in Section 301. Redemption of
Securities of any series shall be made in accordance with the terms of such
Securities and, to the extent that this Article does not conflict with such
terms, the succeeding Sections of this Article.

         Section 1102. Election To Redeem; Notice to Trustee. The election of
the Company to redeem any Securities redeemable at the election of the Company
shall be evidenced by, or pursuant to authority granted by, a Board Resolution.
In case of any redemption at the election of the Company of less than all of the
Securities of any series, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series and the Tranche (as defined in
Section 1103) to be redeemed.

                                      -52-

<PAGE>

         In the case of any redemption of Securities (i) prior to the expiration
of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, or (ii) pursuant to an election of the Company
which is subject to a condition specified in the terms of such Securities, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction or condition.

         Section 1103. Selection by Trustee of Securities To Be Redeemed. If
less than all the Securities of like tenor and terms of any series (a "Tranche")
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 Tranche not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate (other than pro rata
selection) and which may include provision for the election for redemption of
portions of the principal of Securities of such Tranche of a denomination larger
than the minimum authorized denomination for Securities of that series. Unless
otherwise provided in the terms of a particular series of Securities, the
portions of the principal of Securities so selected for partial redemption shall
be equal to the minimum authorized denomination of the Securities of such
series, or an integral multiple thereof, and the principal amount which remains
outstanding shall not be less than the minimum authorized denomination for
Securities of such series. If less than all the Securities of unlike tenor and
terms of any series are to be redeemed, the particular Tranche or Tranches of
Securities to be redeemed shall be selected by the Company.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Security 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 Security redeemed or to be redeemed only in part, to the
portion of the principal of such Security which has been or is to be redeemed.

         Section 1104. Notice of Redemption. Notice of redemption shall be given
by first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.

         All notices of redemption shall state:

                  (1)      the Redemption Date;

                  (2)      the Redemption Price;

                  (3)      if less than all outstanding Securities of any series
         are to be redeemed, the identification (and, in the case of partial
         redemption, the respective principal amounts) of the Securities to be
         redeemed, from the Holder to whom the notice is given;

                  (4)      that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security, and that interest, if
         any, thereon shall cease to accrue from and after said Redemption Date;

                                      -53-

<PAGE>

                  (5)      the place where such Securities are to be surrendered
         for payment of the Redemption Price, which shall be the office or
         agency of the Company in the Place of Payment; and

                  (6)      that the redemption is on account of a sinking or
         purchase fund, or other analogous obligation, if that is the case.

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

         Section 1105. Deposit of Redemption Price. Prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of 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 Redemption Date (unless the Company
shall default in the payment of the Redemption Price) such Securities shall
cease to bear interest. Upon surrender of such Securities for redemption in
accordance with such notice of redemption, such Securities shall be paid by the
Company at the Redemption Price. Unless otherwise provided with respect to such
Securities pursuant to Section 301, installments of interest the Maturity of
which is on or prior to the Redemption Date shall be payable to the Holders of
such Securities registered as such on the relevant Regular Record Dates
according to their terms and the provisions of Section 307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid, bear interest
from the Redemption Date at the rate borne by the Security, or as otherwise
provided in such Security.

         Section 1107. Securities Redeemed in Part. Any Security which is to be
redeemed only in part shall be surrendered at the office or agency of the
Company in the Place of Payment with respect to that series (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 Maturity and of like tenor and terms, of any authorized
denomination as requested by such Holder in an aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Security
so surrendered.

         Section 1108. Provisions with Respect to any Sinking Funds. Unless the
form or terms of any series of Securities shall provide otherwise, in lieu of
making all or any part of any mandatory sinking fund payment with respect to
such series of Securities in cash, the Company may at its option (1) deliver to
the Trustee for cancellation any Securities of such series

                                      -54-

<PAGE>

theretofore acquired by the Company, or (2) receive credit for any Securities of
such series (not previously so credited) acquired by the Company (including by
way of optional redemption (pursuant to the sinking fund or otherwise) but not
by way of mandatory sinking fund redemption) and theretofore delivered to the
Trustee for cancellation, and if it does so then (i) Securities so delivered or
credited shall be credited at the applicable sinking fund Redemption Price with
respect to Securities of such series, and (ii) on or before the 60th day next
preceding each sinking fund Redemption Date with respect to such series of
Securities, the Company will deliver to the Trustee (A) an Officers' Certificate
specifying the portions of such sinking fund payment to be satisfied by payment
of cash and by delivery or credit of Securities of such series acquired by the
Company, and (B) such Securities, to the extent not previously surrendered. Such
Officers' Certificate shall also state the basis for such credit and that the
Securities for which the Company elects to receive credit have not been
previously so credited and were not acquired by the Company through operation of
the mandatory sinking fund, if any, provided with respect to such Securities and
shall also state that no Event of Default with respect to Securities of such
series has occurred and is continuing. All Securities so delivered to the
Trustee shall be cancelled by the Trustee and no Securities shall be
authenticated in lieu thereof.

         If the sinking fund payment or payments (mandatory or optional) with
respect to any series of Securities made in cash plus any unused balance of any
preceding sinking fund payments with respect to Securities of such series made
in cash shall exceed $50,000 (or a lesser sum if the Company shall so request),
unless otherwise provided by the terms of such series of Securities, that cash
shall be applied by the Trustee on the sinking fund Redemption Date with respect
to Securities of such series next following the date of such payment to the
redemption of Securities of such series at the applicable sinking fund
Redemption Price with respect to Securities of such series, together with
accrued interest, if any, to the date fixed for redemption, with the effect
provided in Section 1106. The Trustee shall select, in the manner provided in
Section 1103, for redemption on such sinking fund Redemption Date a sufficient
principal amount of Securities of such series to utilize that cash and shall
thereupon cause notice of redemption of the Securities of such series to be
given in the manner provided in Section 1104 (and with the effect provided in
Section 1106) for the redemption of Securities in part at the option of the
Company. Any sinking fund moneys not so applied or allocated by the Trustee to
the redemption of Securities of such series shall be added to the next cash
sinking fund payment with respect to Securities of such series received by the
Trustee and, together with such payment, shall be applied in accordance with the
provisions of this Section 1108. Any and all sinking fund moneys with respect to
Securities of any series held by the Trustee at the Maturity of Securities of
such series, and not held for the payment or redemption of particular Securities
of such series, shall be applied by the Trustee, together with other moneys, if
necessary, to be deposited sufficient for the purpose, to the payment of the
principal of the Securities of such series at Maturity.

         On or before each sinking fund Redemption Date provided with respect to
Securities of any series, the Company shall pay to the Trustee in cash a sum
equal to all accrued interest, if any, to the date fixed for redemption on
Securities to be redeemed on such sinking fund Redemption date pursuant to this
Section 1108.

                                      -55-

<PAGE>

                                 ARTICLE TWELVE

                                  SUBORDINATION

         Section 1201. Agreement To Subordinate. The Company agrees, and each
Holder by accepting a Security agrees, that the indebtedness evidenced by the
Securities is subordinated in right of payment, to the extent and in the manner
provided in this Article Twelve, to the prior payment of all Senior
Indebtedness, and that such subordination is for the benefit of and enforceable
by the holders of Senior Indebtedness. Only indebtedness of the Company which is
Senior Indebtedness shall rank senior to the Securities in accordance with the
provisions set forth herein. All provisions of this Article Twelve shall be
subject to Section 1212.

         Section 1202. Liquidation, Dissolution, Bankruptcy. Upon any payment or
distribution of the assets of the Company to creditors upon a total or partial
liquidation or a total or partial dissolution of the Company or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the
Company or its respective properties: (1) holders of Senior Indebtedness shall
be entitled to receive payment in full of the Senior Indebtedness before the
Holders of Securities shall be entitled to receive any payment of principal of
or interest on or other amounts with respect to the Securities; and (2) until
the Senior Indebtedness is paid in full, any distribution to which the Holders
of Securities would be entitled but for this Article Twelve shall be made to
holders of Senior Indebtedness as their interests may appear, except that
Holders of Securities may receive shares of stock and any debt securities that
are subordinated to Senior Indebtedness to at least the same extent as the
Securities and do not provide for the payment of principal prior to the Stated
Maturity of all Senior Indebtedness.

         Section 1203. Default on Senior Indebtedness. The Company may not pay
the principal of or interest on or other amounts with respect to the Securities,
make any deposit pursuant to Section 1003 or repurchase, redeem or otherwise
retire any Securities (collectively, "pay the Securities") if (i) any Senior
Indebtedness is not paid when due or (ii) any other default on Senior
Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated
in accordance with its terms unless, in either case, (x) the default has been
cured or waived and any such acceleration has been rescinded or (y) such Senior
Indebtedness has been paid in full; provided, however, that the Company may pay
the Securities without regard to the foregoing if the Company and the Trustee
receive written notice approving such payment from the Representatives of the
Senior Indebtedness with respect to which either of the events set forth in
clause (i) or (ii) of the immediately preceding sentence has occurred or is
continuing. During the continuance of any default (other than a default
described in clause (i) or (ii) of the preceding sentence) with respect to any
Senior Indebtedness, pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods, the
Company may not pay the Securities for a period (a "Payment Blockage Period")
commencing upon the receipt by the Trustee (with a copy to the Company) of
written notice (a "Blockage Notice") of such default from the Representative of
such Senior Indebtedness specifying an election to effect a Payment Blockage
Period and ending 179 days thereafter (or earlier if such Payment Blockage
Period is terminated (i) by written notice to the Trustee and the Company from
the Person or Persons who gave such Blockage Notice, (ii) by repayment in full
of such Senior Indebtedness, or (iii) because the default giving rise to such
Blockage Notice is no longer continuing).

                                      -56-

<PAGE>

Notwithstanding the provisions described in the immediately preceding sentence
(but subject to the provisions contained in the first sentence of this Section),
unless the holders of such Senior Indebtedness or the Representative of such
holders shall have accelerated the maturity of such Senior Indebtedness, the
Company may resume payments on the Securities after such Payment Blockage
Period. Not more than one Blockage Notice may be given in any consecutive
360-day period, irrespective of the number of defaults with respect to Senior
Indebtedness during such period.

         Section 1204. Acceleration of Payment of Securities. If payment of the
Securities is accelerated because of an Event of Default, the Company or the
Trustee shall promptly notify the holders of the Senior Indebtedness (or their
Representatives) of the acceleration. If any Senior Indebtedness is outstanding,
the Company may not pay the Securities until five Business Days after
Representatives of the Senior Indebtedness receive notice of such acceleration
and, thereafter, may pay the Securities only if this Article Twelve otherwise
permits payments at that time.

         Section 1205. When Distributions Must Be Paid Over. If a distribution
is made to the Holders of Securities that because of this Article Twelve should
not have been made to them, the Holders of Securities who receive the
distribution shall hold it in trust for holders of Senior Indebtedness and pay
it over to them as their interests may appear.

         Section 1206. Subrogation. After all Senior Indebtedness is paid in
full and until the Securities are paid in full, Holders of Securities shall be
subrogated to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness. A distribution made under this
Article Twelve to holders of Senior Indebtedness which otherwise would have been
made to Holders of Securities is not, as between the Company and Holders of
Securities, a payment by the Company on Senior Indebtedness.

         Section 1207. Relative Rights. This Article Twelve defines the relative
rights of Holders of Securities and holders of Senior Indebtedness. Nothing in
this Indenture shall: (1) impair, as between the Company and Holders of
Securities, the obligation of the Company, which is absolute and unconditional,
to pay principal of and interest on the Securities in accordance with their
terms; or (2) prevent the Trustee or any Holder of Securities from exercising
its available remedies upon an Event of Default, subject to the rights of
holders of Senior Indebtedness to receive distributions otherwise payable to
Holders of Securities.

         Section 1208. Subordination May Not Be Impaired by Company. No right of
any holder of Senior Indebtedness to enforce the subordination of the
indebtedness evidenced by the Securities shall be impaired by any act or failure
to act by the Company or by the failure of the Company to comply with this
Indenture.

         Section 1209. Rights of Trustee and Paying Agent. Notwithstanding
Section 1203, the Trustee or Paying Agent may continue to make payments on the
Securities and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, a trust officer of the Trustee
receives notice satisfactory to it that payments may not be made under this
Article Twelve. The Company, the Registrar or co- registrar, the Paying Agent, a
Representative

                                      -57-

<PAGE>

or a holder of Senior Indebtedness may give the notice; provided, however, that,
if an issuer of Senior Indebtedness has a Representative, only the
Representative may give the notice. The Trustee in its individual or any other
capacity may hold Senior Indebtedness with the same rights it would have if it
were not Trustee. The Registrar and co-registrar and the Paying Agent may do the
same with like rights. The Trustee shall be entitled to all the rights set forth
in this Article Twelve with respect to any Senior Indebtedness, which may at any
time be held by it, to the same extent as any other holder of Senior
Indebtedness; and nothing in Article Six shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article Twelve shall apply to claims of,
or payments to, the Trustee under or pursuant to Article Six.

         Section 1210. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representatives (if
any).

         Section 1211. Article Twelve Not To Prevent Events of Default or Limit
Right To Accelerate. The failure to make a payment pursuant to the Securities by
reason of any provision in this Article Twelve shall not be construed as
preventing the occurrence of an Event of Default. Nothing in this Article Twelve
shall have any effect on the right of the Holders of Securities or the Trustee
to accelerate the maturity of the Securities.

         Section 1212. Trust Moneys Not Subordinated. Notwithstanding anything
contained herein to the contrary, payments from money or the proceeds of U.S.
government obligations held in trust under Section 1003 by the Trustee for the
payment of principal of and interest on the Securities shall not be subordinated
to the prior payment of any Senior Indebtedness, or subject to the restrictions
set forth in this Article Twelve, and none of the Holders of Securities shall be
obligated to pay over any such amount to the Company, or any holder of Senior
Indebtedness of the Company or any other creditor of the Company.

         Section 1213. Trustee Entitled to Rely. Upon any payment or
distribution pursuant to this Article Twelve, the Trustee and the Holders of
Securities shall be entitled to rely (i) upon any order or decree of a court of
competent jurisdiction in which any proceedings of the nature referred to in
Section 1202 are pending, (ii) upon a certificate of the liquidating trustee or
agent or other Person making such payment or distribution to the Trustee or to
the Holders of Securities or (iii) upon the Representatives for the holders of
Senior Indebtedness for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness, and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Twelve. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness to participate in any payment
or distribution pursuant to this Article Twelve, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and other
facts pertinent to the rights of such Person under this Article Twelve, and, if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

                                      -58-

<PAGE>

         Section 1214. Trustee To Effectuate Subordination. Each Holder of
Securities by accepting a Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holders of Securities and the holders
of Senior Indebtedness as provided in this Article Twelve and appoints the
Trustee as attorney-in-fact for any and all such purposes.

         Section 1215. Trustee Not Fiduciary for Holders of Senior Indebtedness.
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 if it shall
mistakenly pay over or distribute to Holders of Securities, the Company, or any
other Person, money or assets to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article Twelve or otherwise.

         Section 1216. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Holder of Securities by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness whether such Senior Indebtedness was created or acquired before or
after the issuance of the Securities, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.

                                      -59-

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                        HILLENBRAND INDUSTRIES, INC.

                                        By:_____________________________________
                                           Name:
                                           Title:

Attest:

__________________________________
Name:
Title:

                                     ___________________________________________

                                     By:________________________________________
                                           Name:
                                           Title:

Attest:

__________________________________
Name:
Title:

                                      -60-