EXHIBIT 4.3















                                    INDENTURE

                                     BETWEEN

                           QUEST RESOURCE CORPORATION

                                       AND

                             ----------------------,

                                   AS TRUSTEE











    Guaranteed to the extent set forth therein by the Guarantors named herein



                         DATED AS OF ____________, 200_


                          SUBORDINATED DEBT SECURITIES
                              (Issuable in Series)




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                                TABLE OF CONTENTS


                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1       Definitions..................................................1
Section 1.2       Incorporation by Reference of Trust Indenture Act............9
Section 1.3       Compliance Certificates and Opinions........................10
Section 1.4       Form of Documents Delivered to Trustee......................10
Section 1.5       Acts of Holders; Record Dates...............................11
Section 1.6       Notices, etc., to Trustee and Company.......................13
Section 1.7       Notice to Holders; Waiver...................................14
Section 1.8       Conflict with Trust Indenture Act...........................14
Section 1.9       Effect of Headings and Table of Contents....................14
Section 1.10      Successors and Assigns......................................14
Section 1.11      Separability Clause.........................................15
Section 1.12      Benefits of Indenture.......................................15
Section 1.13      Governing Law...............................................15
Section 1.14      Legal Holidays..............................................15
Section 1.15      Indenture and Securities Solely Corporate Obligations.......15
Section 1.16      Indenture May be Executed in Counterparts...................16

                                    ARTICLE 2

                                 SECURITY FORMS

Section 2.1       Forms Generally.............................................16
Section 2.2       Form of Trustee's Certificate of Authentication.............17
Section 2.3       Global Securities...........................................17
Section 2.4       Form of Legend for Global Securities........................19

                                    ARTICLE 3

                                 THE SECURITIES

Section 3.1       Amount Unlimited; Issuable in Series........................20
Section 3.2       Denominations...............................................23
Section 3.3       Execution, Authentication, Delivery and Dating..............24
Section 3.4       Temporary Securities........................................26
Section 3.5       Registration; Registration of Transfer and Exchange.........26
Section 3.6       Mutilated, Destroyed, Lost and Stolen Securities............27
Section 3.7       Payment of Interest; Interest Rights Preserved..............28
Section 3.8       Persons Deemed Owners.......................................29
Section 3.9       Cancellation................................................30
Section 3.10      Computation of Interest.....................................30


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                                    ARTICLE 4

                           SATISFACTION AND DISCHARGE

Section 4.1       Satisfaction and Discharge of Indenture.....................30
Section 4.2       Application of Trust Money..................................32
Section 4.3       Reinstatement...............................................32

                                    ARTICLE 5

                                    REMEDIES

Section 5.1       Events of Default...........................................32
Section 5.2       Acceleration of Maturity; Rescission and Annulment..........34
Section 5.3       Collection of Indebtedness and Suits for
                  Enforcement by Trustee......................................35
Section 5.4       Trustee May File Proofs of Claim............................36
Section 5.5       Trustee May Enforce Claims Without Possession
                  of Securities...............................................37
Section 5.6       Application of Money Collected..............................37
Section 5.7       Limitation on Suits.........................................38
Section 5.8       Right of Holders to Receive Principal, Premium
                  and Interest................................................39
Section 5.9       Restoration of Rights and Remedies..........................39
Section 5.10      Rights and Remedies Cumulative..............................39
Section 5.11      Delay or Omission Not Waiver................................39
Section 5.12      Control by Holders..........................................39
Section 5.13      Waiver of Past Defaults.....................................40
Section 5.14      Undertaking for Costs.......................................40

                                    ARTICLE 6
                                   THE TRUSTEE

Section 6.1       Certain Duties and Responsibilities.........................41
Section 6.2       Notice of Defaults..........................................42
Section 6.3       Certain Rights of Trustee...................................42
Section 6.4       Not Responsible for Recitals or Issuance
                  of Securities...............................................43
Section 6.5       May Hold Securities and Act as Trustee under
                  Other Indentures............................................43
Section 6.6       Money Held in Trust.........................................44
Section 6.7       Compensation and Reimbursement..............................44
Section 6.8       Conflicting Interests.......................................45
Section 6.9       Eligibility; Disqualification...............................45
Section 6.10      Resignation and Removal; Appointment of Successor...........45
Section 6.11      Acceptance of Appointment by Successor......................47
Section 6.12      Merger, Conversion, Consolidation or
                  Succession to Business......................................48
Section 6.13      Preferential Collection of Claims Against Company...........48
Section 6.14      Appointment of Authenticating Agent.........................48


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                                    ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1       Company to Furnish Trustee Names and Addresses
                  of Holders..................................................50
Section 7.2       Preservation of Information; Communications
                  to Holders..................................................50
Section 7.3       Reports by Trustee..........................................51
Section 7.4       Reports by Company..........................................51

                                    ARTICLE 8

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.1       Company May Consolidate, etc., Only on Certain
                  Terms.......................................................51
Section 8.2       Successor Substituted.......................................52

                                    ARTICLE 9

                             SUPPLEMENTAL INDENTURES

Section 9.1       Supplemental Indentures Without Consent of Holders..........52
Section 9.2       Supplemental Indentures with Consent of Holders.............53
Section 9.3       Execution of Supplemental Indentures........................55
Section 9.4       Effect of Supplemental Indentures...........................55
Section 9.5       Conformity with Trust Indenture Act.........................55
Section 9.6       Reference in Securities to Supplemental Indentures..........55

                                   ARTICLE 10

                                    COVENANTS

Section 10.1      Payment of Principal, Premium and Interest..................55
Section 10.2      Maintenance of Office or Agency.............................56
Section 10.3      Money for Securities Payments to be Held in Trust...........57
Section 10.4      Statement by Officers as to Default.........................58
Section 10.5      Existence...................................................58
Section 10.6      All Securities to be Equally and Ratably Secured............58
Section 10.7      Maintenance of Properties...................................58
Section 10.8      Payment of Taxes and Other Claims...........................58
Section 10.9      Waiver of Certain Covenants.................................58
Section 10.10     Additional Amounts..........................................59

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

Section 11.1      Applicability of Article....................................59
Section 11.2      Election to Redeem; Notice to Trustee.......................60
Section 11.3      Selection by Trustee of Securities to Be Redeemed...........60
Section 11.4      Notice of Redemption........................................60


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Section 11.5      Deposit of Redemption Price.................................61
Section 11.6      Securities Payable on Redemption Date.......................62
Section 11.7      Securities Redeemed in Part.................................62

                                   ARTICLE 12

                                  SINKING FUNDS

Section 12.1      Applicability of Article....................................63
Section 12.2      Satisfaction of Sinking Fund Payments with Securities.......63
Section 12.3      Redemption of Securities for Sinking Fund...................63

                                   ARTICLE 13

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 13.1      Company's Option to Effect Defeasance or Covenant
                  Defeasance..................................................64
Section 13.2      Defeasance and Discharge....................................64
Section 13.3      Covenant Defeasance.........................................64
Section 13.4      Conditions to Defeasance or Covenant Defeasance.............65
Section 13.5      Deposited Money, U. S. Government Obligations and
                  Foreign Government Obligations to be Held in
                  Trust; Miscellaneous Provisions.............................67
Section 13.6      Reinstatement...............................................67

                                   ARTICLE 14

                                  SUBORDINATION

Section 14.1      Securities Subordinated to Senior Indebtedness..............68
Section 14.2      Right of Trustee to Hold Senior Indebtedness................68
Section 14.3      Subordination Not to Prevent Events of Default..............68
Section 14.4      No Fiduciary Duty of Trustee to Holders of
                  Senior Indebtedness.........................................68
Section 14.5      Article Applicable to Paying Agent..........................69

                                   ARTICLE 15

                                   GUARANTEES

Section 15.1      Guarantee...................................................69



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                           QUEST RESOURCE CORPORATION

This Cross Reference Sheet shows the location in the Indenture of the provisions
inserted pursuant to Sections 3.10 through 3.18, inclusive, of the Trust
Indenture Act of 1939:

       Section 310     (a) (1).....................               6.9
                       (a) (2).....................               6.9
                       (a) (3).....................               6.9
                       (a) (4).....................    Not Applicable
                       (a) (5).....................               6.9
                       (b) ........................         6.8, 6.10
                       (c) ........................    Not Applicable
       Section 311     (a) ........................              6.13
                       (b) ........................              6.13
                       (c) ........................    Not Applicable
       Section 312     (a) ........................          7.1, 7.2
                       (b) ........................               7.2
                       (c) ........................               7.2
       Section 313     (a) ........................               7.3
                       (b) ........................               7.3
                       (c) ........................               7.3
                       (d) ........................               7.3
       Section 314     (a) (1).....................               7.4
                       (a) (2).....................               7.4
                       (a) (3).....................               7.4
                       (a) (4).....................         1.1, 10.4
                       (b) ........................    Not Applicable
                       (c) (1).....................               1.3
                       (c) (2).....................               1.3
                       (c) (3).....................    Not Applicable
                       (d) ........................    Not Applicable
                       (e) ........................               1.3
       Section 315     (a) ........................               6.1
                       (b) ........................               6.2
                       (c) ........................               6.1
                       (d) ........................               6.1
                       (e) ........................              5.14
       Section 316     (a) ........................               1.1
                       (a) (1) (A) ................         5.2, 5.12
                       (a) (1) (B) ................              5.13
                       (a) (2).....................    Not Applicable
                       (b) ........................               5.8
                       (c) ........................               1.5
       Section 317     (a) (1).....................               5.3
                       (a) (2).....................               5.4
                       (b) ........................              10.3
       Section 318     (a) ........................               1.8

NOTE:  This Cross Reference Sheet is not part of the Indenture.


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         INDENTURE, dated as of ___________________, between QUEST RESOURCE
CORPORATION, a corporation duly organized and existing under the laws of the
State of Nevada (the "Company"), having its principal office at ___________, the
guarantors listed on Schedule 1 hereto (herein called the "Guarantors") and
______________________, as trustee, (the "Trustee"), the office of the Trustee
at which at the date hereof its corporate trust business is principally
administered being ___________________.

                                    RECITALS

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

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

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

         NOW, THEREFORE, for and in consideration of the premises and the
purchase of the Securities by the Holders thereof, each party agrees for the
benefit of the other party and for the equal and ratable benefit of the Holders
of the Securities, or of series thereof, issued under this Indenture, as
follows:

                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.1 Definitions.

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

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

                (2) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States of America, 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 in the United States of America as are generally accepted
as of the time when and for the period as to which such accounting principles
are to be applied;

                (3) "or" is not exclusive;

                (4)      any reference to an "Article" or a "Section" refers to
an Article or a Section, as the case may be, of this Indenture;


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

                (6) certain terms, used principally in Article Six, are defined
in Section 1.2.

         "Act," when used with respect to any Holder, has the meaning specified
in Section 1.5.

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

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For 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, which may include the Company,
authorized by the Trustee pursuant to Section 6.14 to act on behalf of the
Trustee to authenticate Securities of one or more series.

         "Authorized Newspaper" means a newspaper of general circulation in the
New York, New York area, printed in the English language and customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays. Whenever successive weekly publications in an Authorized Newspaper
are required hereunder they may be made (unless otherwise expressly provided
herein) on the same or different days of the week and in the same or in
different Authorized Newspapers.

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

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

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

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

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


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

         "Common Stock" includes any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and which is not subject to redemption by the Company.

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

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

         "Corporate Trust Office" means the corporate trust office of the
Trustee at [ ], Attention: Corporate Trust Department, or such other office,
designated by the Trustee by written notice to the Company, at which at any
particular time its corporate trust business shall be administered.

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

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

          "default" means, with respect to the Securities of any series, any
event, act or condition that is, or after notice or the passage of time or both
would be, an Event of Default with respect to Securities of such series.

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

         "Defeasance" has the meaning specified in Section 13.2.

         "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, The Depository
Trust Company, New York, New York, another clearing agency, or any successor,
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 3.1.

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

         "euro" or "euros" means the currency adopted by those nations
participating in the third stage of the economic and monetary union provisions
of the Treaty on European Union, signed at Maastricht on February 7, 1992.



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         "European Economic Area" means the member nations of the European
Economic Area pursuant to the Oporto Agreement on the European Economic Area
dated May 2, 1992, as amended.

         "European Union" means the member nations of the European Union
established by the Treaty of European Union, signed at Maastricht on February 2,
1992, which amended the Treaty of Rome establishing the European Community.

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

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

         "Exchange Rate" has the meaning specified in Section 3.2.

         "Expiration Date" has the meaning specified in Section 1.5.

         "Foreign Government Obligation" means with respect to Securities of any
series which are not denominated in the currency of the United States of America
(x) any security which is (i) a direct obligation of the government which issued
or caused to be issued the currency in which such security is denominated and
for the payment of which obligations its full faith and credit is pledged or,
with respect to Securities of any series which are denominated in euros, a
direct obligation of any member nation of the European Union for the payment of
which obligation the full faith and credit of the respective nation is pledged
so long as such nation has a credit rating at least equal to that of the highest
rated member nation of the European Economic Area, or (ii) an obligation of a
Person controlled or supervised by and acting as an agency or instrumentality of
a government specified in clause (i) above the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the such
government, which, in either case (i) or (ii), is not callable or redeemable at
the option of the issuer thereof, and (y) any depositary receipt issued by a
bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with
respect to any Foreign Government Obligation which is specified in clause (x)
above and held by such bank for the account of the holder of such depositary
receipt, or with respect to any specific payment of principal of or interest on
any Foreign Government Obligation which is so specified and held, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the Foreign Government
Obligation or the specific payment of principal or interest evidenced by such
depositary receipt.

         "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 2.4 (or such
legend as may be specified as contemplated by Section 3.1 for such Securities).

         "Guarantee" means a guarantee by any Guarantor of an obligation under
this Indenture.

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

         "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into


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pursuant to the applicable provisions hereof, including, for all purposes of
this instrument and any such supplemental indenture, the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this instrument and any
such supplemental indenture, respectively. The term "Indenture" shall also
include the terms of particular series of Securities established as contemplated
by Section 3.1; provided, however, that if at any time more than one Person is
acting as Trustee under this Indenture due to the appointment of one or more
separate Trustees for any one or more separate series of Securities, "Indenture"
shall mean, with respect to such series of Securities for which any such Person
is Trustee, 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 for which such Person is Trustee
established as contemplated by Section 3.1, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had
become such Trustee, but to which such person, as such Trustee, was not a party;
provided, further that in the event that this Indenture is supplemented or
amended by one or more indentures supplemental hereto which are only applicable
to certain series of Securities, the term "Indenture" for a particular series of
Securities shall exclude provisions or terms which relate solely to other series
of Securities.

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

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

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

         "Judgment Currency" has the meaning specified in Section 5.6.

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

         "Mortgage" means and includes any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

         "Notice of Default" means a written notice of the kind specified in
Section 5.1(4).

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the Chief Executive Officer, the
President or a Vice President, and by the principal financial officer, the
Treasurer, the Controller, an Assistant Treasurer, an Assistant Controller, the
Secretary or an Assistant Secretary, of the Company or a Guarantor, as
applicable, and delivered to the Trustee. One of the officers signing an
Officers' Certificate given


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<PAGE>

pursuant to Section 10.4 shall be the principal executive, financial or
accounting officer of the Company.

         "Opinion of Counsel" means a written opinion of legal counsel, who may
be, without limitation, (a) an employee of the Company or a Guarantor, or (b)
outside counsel designated by the Company, rendered, if applicable, in
accordance with Section 314(c) of the Trust Indenture Act.

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

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

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

                (2) Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the Holders
of such Securities; provided that, if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;

                (3) Securities which have been paid pursuant to Section 3.6 or
in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company;

provided, however, that unless otherwise provided with respect to any Securities
of any series pursuant to Section 3.1, in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given, made or
taken any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder as of any date, (A) the principal amount of an Original
Issue Discount Security which shall be deemed to be Outstanding shall be the
amount of the principal thereof which would be due and payable as of such date
upon acceleration of the Maturity thereof to such date pursuant to Section 5.2,
(B) if, as of such date, the principal amount payable at the Stated Maturity of
a Security is not determinable, the principal amount of such Security which
shall be deemed to be Outstanding shall be the amount as specified or determined
as contemplated by Section 3.1, (C) the principal amount of a Security
denominated in one or more non-U.S. dollar currencies or currency units which
shall be deemed to be Outstanding shall be the U.S. dollar equivalent,
determined as of such date in the manner provided as contemplated by Section
3.1, of the principal amount of such Security (or, in the case of a Security
described in clause (A) or (B) above, of the amount determined as provided in
such clause), and (D) Securities owned by the Company or any other obligor upon
the Securities or any Subsidiary of the Company or of such other obligor shall
be disregarded and deemed not


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to be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which a Responsible
Officer of the Trustee knows to be so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Subsidiary of the
Company or of such other obligor.

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

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

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

         "Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on, or any Additional Amounts with respect to, the Securities of that
series are payable as specified as contemplated by Section 3.1 and 10.2.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "Preferred Stock" as applied to the capital stock of the Company means
capital stock of any class or classes (however designated) which is preferred as
to the payment of dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of the Company, over shares
of Common Stock of such corporation.

         "Record Date" means any Regular Record Date or Special Record Date.

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

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



                                       7
<PAGE>

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means any date specified for that purpose
as contemplated by Section 3.1, or, if not so specified, the first day of the
calendar month of the month of such Interest Payment Date if such Interest
Payment Date is the fifteenth day of the calendar month, or the fifteenth day of
the calendar month preceding such Interest Payment Date if such Interest Payment
Date is the first day of a calendar month, whether or not such day shall be a
Business Day.

         "Required Currency" has the meaning specified in Section 5.6.

         "Responsible Officer" means, when used with respect to the Trustee, an
officer of the Trustee in the Corporate Trust Office assigned and duly
authorized by the Trustee to administer its corporate trust matters.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any debentures, notes or other evidences
of indebtedness of the Company authenticated and delivered under this Indenture.

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

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

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

         "Senior Indebtedness" of the Company, means with respect to the
Securities of a series as contemplated by Section 3.1, the indebtedness
specified in such Securities or in the supplemental indenture pursuant to which
such Securities are issued. Different series of Securities may be subordinated
to different Senior Indebtedness, and one series of Securities may be
subordinated to another series of Securities, all as and to the extent provided
in the relevant documentation for each issue of Securities.

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

         "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 any Person of which the Company at the time owns or
controls, directly or indirectly, more than 50% of the shares of outstanding
stock or other equity interests having general voting power under ordinary
circumstances to elect a majority of the Board of Directors, managers or
trustees, as the case may be, of such Person (irrespective of whether or not at
the time stock of any other class or classes or other equity interests of such
corporation shall have or might have voting power by reason of the happening of
any contingency).



                                       8
<PAGE>

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

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

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

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

         "U.S. Government Obligation" means (x) any security which is (i) a
direct obligation of the United States of America for the payment of which the
full faith and credit of the United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any U.S. Government Obligation which is specified in
clause (x) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of or
interest on any U.S. Government Obligation which is so specified and held,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or interest evidenced
by such depositary receipt.

         "Vice President," when used with respect to the Company, a Guarantor 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."

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

         Section 1.2    Incorporation by Reference of Trust Indenture Act.

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



                                       9
<PAGE>

         "indenture securities" means the Securities.

         "indenture security holder" means a Holder.

         "indenture to be qualified" means this Indenture.

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

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

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

         Section 1.3   Compliance Certificates and Opinions.

         Except as otherwise expressly provided by this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company and Guarantors, if applicable,
shall furnish to the Trustee such certificates and opinions as may be required
under the Trust Indenture Act. Each such certificate or opinion shall be given
in the form of an Officers' Certificate, if to be given by an officer of the
Company or Guarantor, or an Opinion of Counsel, if to be given by counsel, and
shall comply with the requirements of the Trust Indenture Act and any other
requirements set forth in this Indenture.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 10.4) shall include,

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

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

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

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

         Section 1.4       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


                                       10
<PAGE>

and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Company or Guarantor,
if applicable, 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 or her
certificate or opinion is based are erroneous. Any such certificate or opinion
of counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company or Guarantor, if applicable, stating that the information with respect
to such factual matters is in the possession of the Company or Guarantor, if
applicable, 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.

         Any certificate or opinion of an officer of the Company or Guarantor,
if applicable, or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant or
firm of accountants employed or retained by the Company or Guarantor, if
applicable, unless such officer or counsel, as the case may be, knows, or in the
exercise of reasonable care should know, that the certificate or opinions or
representations as to such accounting matters are erroneous.

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

         Section 1.5   Acts of Holders; Record Dates.

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

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


                                       11
<PAGE>

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 that the
Trustee deems sufficient.

         The ownership, date of holding, principal amount and serial numbers of
Securities shall be proved by the Security Register.

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee, the Company or a
Guarantor in reliance thereon, whether or not notation of such action is made
upon such Security. Any consent or waiver of the Holder of any Security shall be
irrevocable for a period of six months after the date of execution thereof, but
otherwise any such Holder or subsequent Holder may revoke the request, demand,
authorization, direction, notice, consent or other Act as to his Security or
portion of his Security; provided, however, that such revocation shall be
effective only if the Trustee receives the notice of revocation before the date
the Act becomes effective.

         The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, vote, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 1.7.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(2) or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not


                                       12
<PAGE>

such Holders remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 1.7.

         With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 1.7, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

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

         Section 1.6    Notices, etc., to Trustee and Company.

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

            (1) the Trustee by any Holder or by the Company or any Guarantor
shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing (or by facsimile transmissions, provided that oral confirmation
of receipt shall have been received) to or with the Trustee at its Corporate
Trust Office, Attention: Corporate Trust Department, or

            (2) the Company or any Guarantor by the Trustee or by any Holder
shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and furnished by certified mail, return
receipt requested, personally delivered or furnished via overnight courier to
the Company addressed to it at the address of its principal office specified in


                                       13
<PAGE>

the first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company, Attention: Chief Financial
Officer.

         Section 1.7    Notice to Holders; Waiver.

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

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

         Section 1.8   Conflict with Trust Indenture Act.

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

         Section 1.9    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 1.10   Successors and Assigns.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether or not so expressed. All agreements of
the Trustee in this Indenture shall bind its successor. All agreements of any
Guarantor in this Indenture shall bind its successors, except as otherwise
provided by the terms hereof.



                                       14
<PAGE>

         Section 1.11   Separability Clause.

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

         Section 1.12   Benefits of Indenture.

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

         Section 1.13   Governing Law.

         THIS INDENTURE AND THE SECURITIES AND ANY RELATED GUARANTEES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

         Section 1.14   Legal Holidays.

         Unless otherwise provided with respect to any Security or Securities
pursuant to Section 3.1, in any case where any Interest Payment Date, Redemption
Date, sinking fund payment date, or Stated Maturity or Maturity or other payment
date of any Security or the last date on which a Holder has the right to convert
a Security at a particular conversion price shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or
of the Securities (other than a provision of any Security which specifically
states that such provision shall apply in lieu of this Section)) payment of
interest or principal (and premium, if any) or, if applicable to a particular
series of Securities, conversion need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, at the Stated Maturity or on such last day for conversion,
as the case may be.

         Section 1.15   Indenture and Securities Solely Corporate Obligations.

         No recourse for the payment of the principal of or premium, if any, or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company or any Guarantor in this Indenture or in any supplemental indenture
or in any Security, or because of the creation of any indebtedness represented
thereby, shall be had, directly or indirectly, against any incorporator,
subscriber to the capital stock, stockholder, employee, agent, officer, or
director, as such, past, present or future, of the Company, any Guarantor or the
Trustee or of any predecessor or successor corporation, either directly or
through the Company or the Trustee or any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations and that no such


                                       15
<PAGE>

personal liability whatever shall attach to, or is or shall be incurred by, any
incorporator, subscriber to the capital stock, stockholder, employee, agent,
officer or director as such, of the Company, any Guarantor or the Trustee or of
any predecessor or successor corporation, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every such incorporator,
subscriber to the capital stock, stockholder, employee, agent, officer or
director as such, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in
this Indenture, any supplemental indenture hereto, any certificate or other
writing delivered in connection herewith, or in any of the Securities or implied
therefrom, are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issuance of such
Securities. By accepting a Security, each Holder agrees to the provisions of
this Section 1.15 and waives and releases all such liability. Such waiver and
release shall be part of the consideration for the issuance of the Securities.

         Section 1.16   Indenture May be Executed in Counterparts.

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

                                   ARTICLE 2

                                 SECURITY FORMS

         Section 2.1    Forms Generally.

         The Securities of each series shall be in such form or forms as shall
be established by or pursuant to one or more Board Resolutions and set forth in
such Board Resolutions, or, to the extent established pursuant to, rather than
set forth in, such Board Resolutions, an Officers' Certificate detailing such
establishment, or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with any applicable law or with any rules
or regulations pursuant thereto, or any rules of any securities exchange or
Depositary therefor or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by action taken pursuant to
a Board Resolution, or, to the extent established pursuant to, rather than set
forth in, such Board Resolutions, an Officers' Certificate detailing such
establishment, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
3.3 for the authentication and delivery of such Securities. Any such Board
Resolution, Officers' Certificate or record of such action shall have attached
thereto a true and correct copy of the form of Security referred to therein
approved by or pursuant to such Board Resolution or Officers' Certificate.



                                       16
<PAGE>

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

         Section 2.2    Form of Trustee's Certificate of Authentication.

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

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


                                       -------------------------
                                               [Trustee], as Trustee
                                      By:
                                         ---------------------------------------
                                               Authorized Officer

         Section 2.3    Global Securities.

         If the Company shall establish pursuant to Section 3.1 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 shall, in accordance with Section 3.3 and the Company Order delivered to
the Trustee thereunder, authenticate and deliver such Global Security or
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 Securities, (ii) may provide
that the aggregate amount of Outstanding Securities represented thereby may from
time to time be increased or reduced to reflect exchanges, (iii) shall be
registered in the name of the Depositary for such Global Security or Securities
or its nominee, (iv) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction and (v) shall bear a legend in
accordance with the requirements of the Depositary.

              Notwithstanding any other provision of this Section or of Section
3.5, except as contemplated by the provisions of this Section 2.3 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
3.5, only to a nominee of the Depositary for such Global Security, or to the
Depositary, or to a successor Depositary for such Global Security selected or
approved by the Company, or to a nominee of such successor Depositary.

          If at any time the Depositary for a Global Security notifies the
Company that it is unwilling or unable to continue as the 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 Exchange Act,
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, the Company
will execute, and the Trustee,


                                       17
<PAGE>

upon receipt of a Company Order for the authentication and delivery of
Securities of such series in the form of definitive certificates in exchange for
such Global Security, will authenticate and deliver Securities of such series in
the form of definitive certificates 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. Such Securities will be issued to and
registered in the name of such Person or Persons as are specified by the
Depositary.

         The Company may at any time and in its sole discretion determine that
the Securities of any series issued or issuable in the form of one or more
Global Securities shall no longer be represented by such Global Security or
Securities. In any such event the Company will execute, and the Trustee, upon
receipt of a Company Request for the authentication and delivery of Securities
in the form of definitive certificates in exchange in whole or in part for such
Global Security, will authenticate and deliver without service charge to each
Person specified by the Depositary Securities in the form of definitive
certificates of like tenor and terms in an aggregate principal amount equal to
the principal amount of such Global Security representing such series, or the
aggregate principal amount of such Global Securities representing such series,
in exchange for such Global Security or Securities.

         If specified by the Company pursuant to Section 3.1 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 Securities in the form of definitive certificates of like tenor
and terms on such terms as are acceptable to the Company and such Depositary.
Thereupon the Company shall execute, and the Trustee shall authenticate and
deliver, without service charge, (A) to each Person specified by such Depositary
a new Security or Securities of the same series of like tenor and terms and any
authorized denomination as requested by such Person in aggregate principal
amount equal to and in exchange for such Person's beneficial interest in the
Global Security and (B) 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.

         In any exchange provided for in any of the preceding three paragraphs,
the Company shall execute and the Trustee shall authenticate and deliver
Securities in the form of definitive certificates in authorized denominations.
Upon the exchange of the entire principal amount of a Global Security for
Securities in the form of definitive certificates, such Global Security shall be
canceled by the Trustee. Except as provided in the immediately preceding
subparagraph, 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, acting pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. Provided that the Company and the Trustee have so agreed,
the Trustee shall deliver such Securities to the Persons in whose names the
Securities are so to be registered.

         Any endorsement of a Global Security to reflect the principal amount
thereof, or any increase or decrease in such principal amount, or changes in the
rights of Holders of Outstanding Securities represented thereby shall be made in
such manner and by such Person or Persons as shall be specified in or pursuant
to any applicable letter of representations or other arrangement entered into
with, or procedures of, the Depositary with respect to such Global Security or
in the


                                       18
<PAGE>

Company Order delivered or to be delivered pursuant to Section 3.3 or Section
3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if
applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global
Security in the manner and upon instructions given by the Person or Persons
specified in or pursuant to any applicable letter of representations or other
arrangement entered into with, or procedures of, the Depositary with respect to
such Global Security or in any applicable Company Order. If a Company Order
pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the
Company with respect to such Global Security contained therein shall be in
writing but need not be accompanied by or contained in an Officers' Certificate
and need not be accompanied by an Opinion of Counsel.

         The Depositary or, if there be one, its nominee, shall be the Holder of
a Global Security for all purposes under this Indenture; and beneficial owners
with respect to such Global Security shall hold their interests pursuant to
applicable procedures of such Depositary. The Company, each Guarantor, the
Trustee, the Paying Agent and the Security Registrar shall be entitled to deal
with such Depositary for all purposes of this Indenture relating to such Global
Security (including the payment of principal, premium, if any, and interest and
any Additional Amounts with respect to such Global Security and the giving of
instructions or directions by or to the beneficial owners of such Global
Security as the sole Holder of such Global Security and shall have no
obligations to the beneficial owners thereof (including any direct or indirect
participants in such Depositary). None of the Company, any Guarantor, the
Trustee, any Paying Agent or the Security Registrar shall 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
in or pursuant to any applicable letter of representations or other arrangement
entered into with, or procedures of, the Depositary with respect to such Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

         Section 2.4   Form of Legend for Global Securities.

         Unless otherwise specified as contemplated by Section 3.1 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



                                       19
<PAGE>

                                   ARTICLE 3

                                 THE SECURITIES

         Section 3.1    Amount Unlimited; Issuable in Series.

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

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.3,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

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

            (2) any limit upon the aggregate principal amount of the Securities
of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of the series pursuant
to Section 2.3, 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any Securities which,
pursuant to Section 3.3, are deemed never to have been authenticated and
delivered hereunder);

            (3) the Person to whom any interest on a Security of the series
shall be payable, if other than the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest;

            (4) the date or dates on which the principal of and premium, if any,
on any Securities of the series is payable or the method of determination and/or
extension of such date or dates; and the amount or amounts of such payments of
principal and premium, if any, or the method of determination thereof;

            (5) the rate or rates (which may be fixed or variable), at which any
Securities of the series shall bear interest, if any, whether and under what
circumstances Additional Amounts with respect to such Securities shall be
payable, the date or dates from which any such interest shall accrue, the
Interest Payment Dates on which any such interest shall be payable and, if other
that as set forth in Section 1.1, the Regular Record Date for any such interest
payable on any Interest Payment Date (or the method for determining the dates
and rates);

            (6) whether any of such Securities will be subject to certain
optional interest rate reset provisions;

            (7) the place or places where the principal of and any premium and
interest on, or any Additional Amounts with respect to, the Securities of the
series shall be payable, where the Securities of such series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of such


                                       20
<PAGE>

series and this Indenture may be served, and the method of such payment, if by
wire transfer, mail or other means;

            (8) (a) the period or periods within which, the price or prices at
which, the currency or currencies (including currency units) and the terms and
conditions upon which any Securities of the series may be redeemed, in whole or
in part, at the option of the Company, (b) if other than as provided in Section
11.3, the manner in which the particular Securities of such series (if less than
all Securities of such series are to be redeemed) are to be selected for
redemption and (c) if other than by a Board Resolution, the manner in which any
election by the Company to redeem the Securities shall be evidenced;

            (9) the Senior Indebtedness to which the Securities of such series
are subordinated, and the terms of such subordination;

            (10) the obligation, if any, of the Company to redeem, purchase or
repay any Securities of the series pursuant to any sinking fund, amortization or
analogous provisions or upon the happening of a specified event or at the option
of the Holder thereof and the period or periods within which, the price or
prices at which and the terms and conditions upon which any Securities of the
series shall be redeemed, purchased or repaid, in whole or in part, pursuant to
such obligation and any provisions for the remarketing of such Securities;

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

            (12) if other than the Trustee, the identity of the Securities
Registrar and/or the Paying Agent;

            (13) if the amount of principal of or any premium or interest on or
other payments, if any, on any Securities of the series may be determined with
reference to an index, formula or other method (which index, formula or method
may be based, without limitation, on the price of one or more commodities,
derivatives or securities; one or more securities, derivatives or commodities
exchange indices or other indices; a currency or currencies (including currency
unit or units) other than that in which the Securities of the series are
denominated or designated to be payable; or any other variable or the
relationship between any variables or combination of variables), the index,
formula or other method by which such amounts shall be determined;

            (14) if other than the currency of the United States of America, the
currency, currencies or currency units (including composite currencies) in which
the principal of or any premium or interest on, or any Additional Amounts with
respect to, any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of
"Outstanding" in Section 1.1;

            (15) if the principal of or any premium or interest on, or any
Additional Amounts with respect to, any Securities of the series is to be
payable, at the election of the Company or the Holder thereof, in one or more
currencies or currency units other than that or those in which such Securities
are stated to be payable, the currency, currencies or currency units


                                       21
<PAGE>

in which the principal of or any premium or interest on such Securities as to
which such election is made shall be payable, the periods within which and the
terms and conditions upon which such election is to be made and the amount so
payable (or the manner in which such amount shall be determined);

            (16) if other than the entire principal amount thereof, the portion
of the principal amount of any Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section
5.2;

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

            (18) if applicable, that the Securities of the series, in whole or
any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3
or both such Sections, or any other defeasance provisions applicable to any
Securities of the series, and, if other than by a Board Resolution, the manner
in which any election by the Company to defease such Securities shall be
evidenced;

            (19) the terms, if any, upon which Securities of the series may be
convertible into or exchanged for other Securities, Common Stock, Preferred
Stock, other debt securities, warrants to purchase any of the foregoing, or
other securities of any kind of the Company or any other obligor or any other
property, and the terms and conditions upon which the conversion or exchange
shall be effected, including the initial conversion or exchange price or rate,
the conversion or exchange period, and any other additional provisions;

            (20) if applicable, that any Securities of the series shall be
issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective Depositaries for such Global Securities, the form
of any legend or legends which shall be borne by any such Global Security in
addition to or in lieu of that set forth in Section 2.4;

            (21) any deletions, modifications of or additions to the definitions
set forth in Section 1.1, the Events of Default which apply to any Securities of
the series and any change in the right of the Trustee or the requisite Holders
of such Securities to declare the principal amount thereof due and payable
pursuant to Section 5.2;

            (22) any addition to, deletion of or change in the covenants set
forth in Article 10 which applies to Securities of the series;

            (23) any Authenticating Agents, Paying Agents, Security Registrars
or such other agents necessary in connection with the issuance of the Securities
of such series, including, without limitation, exchange rate agents and
calculation agents;



                                       22
<PAGE>

            (24) if applicable, the terms of any Mortgage that will be provided
for a series of Securities, including any provisions regarding the circumstances
under which collateral may be released or substituted;

            (25) if applicable, the terms of any guaranties for the Securities,
including the terms of any subordination of such guaranties, and any
circumstances under which there may be additional obligors on the Securities;
and

            (26) provisions, if any, granting special rights to the Holders of
Securities of the series upon the occurrence of such events as may be specified;

            (27) whether Securities of the series shall be issuable in
registered form or bearer form (registrable or not registrable as to principal,
and with or without interest coupons), or both, and any restrictions applicable
to the offering, sale or delivery of bearer securities and the terms upon which
bearer Securities of a series may be exchanged for registered Securities of the
same series and vice versa;

            (28) the forms of the Securities of the series;

            (29) any terms which may be related to warrants, options or other
rights to purchase and sell securities issued by the Company in connection with,
or for the purchase of, Securities of such series, including whether and under
what circumstances the Securities of any series may be used toward the exercise
price of any such warrants, options or other rights;

            (30) the subordination, if any, of the Securities of the series;

            (31) if the Securities of the series will be governed by, and the
extent to which such Securities will be governed by, any law other than the laws
of the state of New York;

            (32) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 9.1(5)).

         All Securities of any one series need not be identical but may vary as
may be provided in or pursuant to the Board Resolution referred to above and
(subject to Section 3.3) set forth, or determined in the manner provided, in the
Officers' Certificate referred to above or in any such indenture supplemental
hereto. All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series.

         Section 3.2    Denominations.

         Except as specified as contemplated by Section 3.1, the Securities of
each series shall be issuable only in registered form without coupons. The
Securities of such series shall be issuable only in such denominations as shall
be specified as contemplated by Section 3.1. In the absence of any such
specified denomination with respect to the Securities of any series, the
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof. Unless otherwise provided as contemplated by Section
3.1 with respect to any series of Securities, any Securities of a series
denominated in a currency other than Dollars shall be


                                       23
<PAGE>

issuable in denominations that are the equivalent, as determined by the Company
by reference to the noon buying rate in The City of New York for cable transfers
for such currency ("Exchange Rate"), as such rate is reported or otherwise made
available by the Federal Reserve Bank of New York, on the applicable issue date
for such Securities, of $1,000 and any integral multiple thereof.

         Section 3.3   Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its Chief Executive
Officer, its principal financial officer, its President or one of its Vice
Presidents, and attested by its Treasurer, its Secretary or one of its Assistant
Treasurers or Assistant Secretaries. The signature of any of these officers on
the Securities may be manual or facsimile. Securities bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of such
Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided,
however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the
receipt by the Trustee of oral or electronic instructions from the Company or
its duly authorized agents, promptly confirmed in writing) acceptable to the
Trustee as may be specified by or pursuant to a Company Order delivered to the
Trustee prior to the time of the first authentication of Securities of such
series. Each Security shall be dated the date of its authentication unless
otherwise provided by a Board Resolution, a supplemental indenture hereto or an
Officers' Certificate. If the form or terms of the Securities of the series have
been established by or pursuant to one or more Board Resolutions or any other
method permitted by Sections 2.1 and 3.1, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.1) shall be fully protected in relying upon, a copy of such Board
Resolution, the Officers' Certificate setting forth the terms of the series and
an Opinion of Counsel, with such Opinion of Counsel stating,

            (1) if the form or terms of such Securities have been established by
or pursuant to Board Resolution or any other method permitted by Sections 2.1
and 3.1, that such form or terms have been, or in the case of Securities of a
series offered in a Periodic Offering will be, established in conformity with
the provisions of this Indenture, subject in the case of Securities offered in a
Periodic Offering, to any conditions specified in such Opinion of Counsel; and

            (2) that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions,
exceptions and qualifications specified in such Opinion of Counsel, will
constitute legal, valid and binding


                                       24
<PAGE>

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

         Such Opinion of Counsel need express no opinion as to the
enforceability of Section 6.7 or as to whether a court in the United States
would render a money judgment in a currency other than that of the United
States. Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

         Notwithstanding that such form or terms have been so established, the
Trustee shall have the right to decline to authenticate such Securities if, in
the written opinion of counsel to the Trustee (which counsel may be an employee
of the Trustee), such action may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee or a trust
committee of directors, trustees or vice presidents shall determine that such
action would expose the Trustee to personal liability to Holders of any
Securities then outstanding.

         With respect to Securities of a series offered in a Periodic Offering,
the Trustee may rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and the other
documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

         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 or an Authenticating Agent by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.9, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

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


                                       25
<PAGE>

CUSIP numbers known to an Officer of the Company. Neither the Company nor the
Trustee shall have any responsibility for any defect in the CUSIP number that
appears on any Security, check, advice of payment or redemption notice, and any
such document may contain a statement to the effect that CUSIP numbers have been
assigned by an independent service for convenience of reference and that neither
the Company nor the Trustee shall be liable for any inaccuracy in such numbers.

         Section 3.4   Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
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. All or any portion of the
temporary Securities of a series may be Global Securities.

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. Except in the case of temporary Securities that are Global Securities,
each of which shall be exchanged in accordance with the provisions thereof,
after the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount. Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor, except as otherwise
specified as contemplated by Section 3.1.

         Section 3.5    Registration; Registration of Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee or in any office or agency to be maintained by the Company in accordance
with Section 9.2 in a Place of Payment or in such other place or medium as may
be specified pursuant to Section 3.1 a register for each series of Securities
(each register maintained in such office and in any other office or agency of
the Company in a Place of Payment being herein sometimes referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities of such
series and of transfers of Securities of such series. Unless otherwise
contemplated by Section 3.1, the Trustee is hereby appointed "Security
Registrar" for the purpose of registering Securities and transfers of
Securities, and for the purpose of maintaining the Security Register in respect
thereof, as herein provided.

         Except as set forth in Section 2.3 or as may be provided pursuant to
Section 3.1, upon surrender for registration of transfer of any Security of a
series at the office or agency of the


                                       26
<PAGE>

Company in a Place of Payment for that series, the Company shall execute and
deliver a Company Order requesting the Trustee to authenticate and deliver, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount.

         Unless otherwise provided as contemplated by Section 3.1, at the option
of the Holder, Securities of any series (other than Global Securities) may be
exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Securities to be exchanged at such office or agency, and upon payment, if
the Company shall so require, of the charges hereinafter provided. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities that the Holder making
the exchange is entitled to receive.

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

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

         Unless otherwise provided as contemplated by Section 3.1, no service
charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

         Unless otherwise provided as contemplated by Section 3.1, if the
Securities of any series (or of any series and specified tenor) are to be
redeemed in whole or in part, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of that
series and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 11.3 and
ending at the close of business on the day of such mailing, or (B) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

         Unless otherwise provided as contemplated by Section 3.1, the Company
shall not be required to register the transfer or exchange of Securities between
a Record Date and the next succeeding Interest Payment Date.

         Section 3.6   Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute and deliver a Company Order requesting the Trustee to authenticate
and deliver, and the Trustee shall


                                       27
<PAGE>

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

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

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

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

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

         Section 3.7       Payment of Interest; Interest Rights Preserved.

         Except as otherwise provided as contemplated by Section 3.1 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest at the office or agency maintained for such purpose pursuant
to 9.2; provided, however, that at the option of the Company, interest on any
series of Registered Securities that bear interest may be paid (i) by check
mailed to the address of the Person entitled thereto as it shall appear on the
Security Register of such series (unless, with respect to a Global Security, the
rules of the Depositary require payment of such amount by wire transfer) or (ii)
by wire transfer to an account maintained by the Person entitled thereto as
specified in the Security Register of such series.

         Unless otherwise provided as contemplated by Section 3.1, any interest
on any Security of any series which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the


                                       28
<PAGE>

Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

            (1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such series
and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest, which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
given to each Holder of Securities of such series in the manner set forth in
Section 1.7, not less than 10 days prior to such Special Record Date. The
Trustee may, in its discretion, in the name and at the expense of the Company,
cause a similar notice to be published at least once in an Authorized Newspaper,
but such publication shall not be a condition precedent to the establishment of
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2).

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

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of 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 3.8    Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, each Guarantor, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Security is registered as the
owner of such Security for the purpose of


                                       29
<PAGE>

receiving payment of principal of and any premium and (subject to Section 3.7)
any interest and any Additional Amounts or other payments on such Security and
for all other purposes whatsoever, whether or not such Security shall be
overdue, and none of the Company, any Guarantor, the Trustee or any agent of the
Company, any Guarantor or the Trustee shall be affected by notice to the
contrary.

         Except as otherwise specified as contemplated by Section 3.1, none of
the Company, any Guarantor, the Trustee or any agent of the Company, any
Guarantor or the Trustee shall have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Security, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, with respect to any Global Security, nothing
herein shall prevent the Company or the Trustee, or any agent of the Company or
the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any Depositary (or its nominee), as a Holder, with
respect to such Global Security or impair, as between such Depositary and owners
of beneficial interests in such Global Security, the operation of customary
practices governing the exercise of the rights of such Depositary (or its
nominee) as Holder of such Global Security.

         Section 3.9    Cancellation.

         The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly canceled by the Trustee. The
Security Registrar and the Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment, and all Securities so delivered shall be promptly canceled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture or as otherwise specified as contemplated by Section 3.1. On
request of the Company at the time of surrender, the Trustee shall deliver to
the Company canceled Securities held by the Trustee. In the absence of such
request, all canceled Securities held by the Trustee shall be disposed of in
accordance with the Trustee's customary procedures.

         Section 3.10   Computation of Interest.

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

                                   ARTICLE 4

                           SATISFACTION AND DISCHARGE

         Section 4.1    Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further effect
with respect to Securities and any related Guarantees of or within any series
(except as to any surviving rights of


                                       30
<PAGE>

registration of transfer or exchange of such Securities and replacement of such
Securities which may have been lost, stolen or mutilated as herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
and any related Guarantees with respect to such Securities and any related
Guarantees, when

                (1) either

                        (A) all such Securities theretofore authenticated and
delivered (other than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 3.6 and (ii)
Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Trustee or the Company and thereafter repaid
to the Company or discharged from such trust, as provided in Section 10.3) have
been delivered to the Trustee for cancellation; or

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

                                (i) have become due and payable, or

                                (ii) will become due and payable at their Stated
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 or the Guarantors, if applicable, in the case of (i), (ii) or
(iii) above, has deposited or caused to be deposited with the Trustee as trust
funds in trust for the purpose money in an amount sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal and any premium and interest and
any Additional Amounts 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 or the Guarantors, if applicable, has paid or
caused to be paid all other sums payable hereunder by the Company with respect
to the Outstanding Securities of such series;

                (3) the Company has complied with any other conditions specified
pursuant to Section 3.1 to be applicable to the Outstanding Securities of such
series; and

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

         If any Outstanding Securities of such series are to be redeemed prior
to their Stated Maturity, whether pursuant to any optional redemption provisions
or in accordance with any



                                       31
<PAGE>

mandatory sinking fund requirement, the trust agreement evidencing the trust
referred to in subclause (B) of clause (1) of Section 4.1 shall provide
therefore and the Company shall make such arrangements as are satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of
the Trustee to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive.

         Section 4.2    Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest or Additional Amounts for whose payment such money has been deposited
with the Trustee.

         Section 4.3    Reinstatement.

         If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations deposited with respect to Securities or any related
Guarantee of any series in accordance with Section 4.1 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture with respect to the Securities of
such series and the Securities of such series, as well as any related Guarantee
and any Guarantor's obligations thereunder, shall be revived and reinstated as
though no deposit had occurred pursuant to Section 4.1 until such time as the
Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 4.1; provided, however, that if the
Company or any Guarantor has made any payment of principal of, premium (if any)
or interest on, or any Additional Amounts with respect to, any Securities or
Guarantee because of the reinstatement of its obligations, the Company or such
Guarantor, as applicable, shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.

                                   ARTICLE 5

                                    REMEDIES

          Section 5.1    Events of Default.

         "Event of Default," wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the subordination
provisions applicable to any Securities or be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body), unless it


                                       32
<PAGE>

is either inapplicable to a particular series or it is specifically deleted or
modified in the Board Resolution, supplemental indenture, Officers' Certificate
establishing such series, or form of Security for such series:

            (1) default in the payment of any interest on, or any Additional
Amounts with respect to, any Security of that series when it becomes due and
payable, and continuance of such default for a period of 30 days (unless the
entire amount of such payment is deposited by the Company with the Trustee or
with a Paying Agent prior to the expiration of such period of 30 days); or

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

            (3) default in the deposit of any sinking fund payment, when and as
due by the terms of a Security of that series, and continuance of such default
for a period of 30 days; or

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

            (5) the entry by a court having jurisdiction in the premises of (A)
a decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or

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


                                       33
<PAGE>

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

            (7) any other Event of Default provided with respect to Securities
of that series in the Board Resolution, supplemental indenture or Officers'
Certificate establishing that series.

          Notwithstanding the foregoing provisions of this Section 5.1, if the
principal of, premium (if any) or any interest on, or any Additional Amounts
with respect to, any Security is payable in a currency or currencies (including
a composite currency) other than Dollars and such currency or currencies are not
available to the Company for making payment thereof due to the imposition of
exchange controls or other circumstances beyond the control of the Company (a
"Conversion Event"), the Company will be entitled to satisfy its obligations to
Holders of the Securities by making such payment in Dollars in an amount equal
to the Dollar equivalent of the amount payable in such other currency, as
determined by the Company by reference to the Exchange Rate, as such Exchange
Rate is certified for customs purposes by the Federal Reserve Bank of New York
on the date of such payment, or, if such rate is not then available, on the
basis of the most recently available Exchange Rate. Notwithstanding the
foregoing provisions of this Section 5.1, any payment made under such
circumstances in Dollars where the required payment is in a currency other than
Dollars will not constitute an Event of Default under this Indenture.

         Promptly after the occurrence of a Conversion Event with respect to the
Securities of any series, the Company shall give written notice thereof to the
Trustee; and the Trustee, promptly after receipt of such notice, shall give
notice thereof in the manner provided in Section 1.7 to the Holders of such
series. Promptly after the making of any payment in Dollars as a result of a
Conversion Event with respect to the Securities of any series, the Company shall
give notice in the manner provided in Section 1.7 to the Holders of such series,
setting forth the applicable Exchange Rate and describing the calculation of
such payments.

         Section 5.2    Acceleration of Maturity; Rescission and Annulment.

         Unless the Board Resolution, supplemental indenture or Officers'
Certificate establishing such series provides otherwise, if an Event of Default
(other than an Event of Default specified in Section 5.1(5) or 5.1(6)) with
respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of that series may declare
the principal amount of all the Securities of that series (or, if any Securities
of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
and premium, if any, together with accrued and unpaid interest, if any, thereon,
and Additional Amounts, if any, with respect thereto, to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders), and upon any such declaration such principal amount (or
specified amount) and premium, if any, together with accrued and unpaid
interest, if any, thereon, and Additional Amounts, if any, with respect thereto,
shall become immediately due and payable. Unless the Board Resolution,
supplemental indenture or Officers' Certificate establishing such series
provides otherwise, if an Event of Default specified in Section 5.1(5) or 5.1(6)
with respect to Securities of any series at the time


                                       34
<PAGE>

Outstanding occurs, the principal amount of all the Securities of that series
(or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified by
the terms thereof) and premium, if any, together with accrued and unpaid
interest, if any, thereon, and Additional Amounts, if any, with respect thereto,
shall automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.

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

            (1) the Company or any Guarantor has paid or deposited with the
Trustee a sum sufficient to pay

                        (A) all overdue interest on, and any Additional Amounts
with respect to, all Securities of that series (or of all series, as the case
may be),

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

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

                        (D) all sums paid or advanced by the Trustee hereunder,
the compensation, expenses, disbursements and advances due to Trustee under
Section 6.7, and all other amounts due under Section 6.7;

            (2) all Events of Default with respect to Securities of that series
(or of all series, as the case may be), other than the nonpayment of the
principal of Securities of that series (or of all series, as the case may be)
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 5.13; and

            (3) the rescission would not conflict with any final judgment or
decree of a court of competent jurisdiction.

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

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

         The Company covenants that if



                                       35
<PAGE>

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest on, and Additional Amounts
with respect to, and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal and premium and on any
overdue interest or Additional Amounts, at the rate or rates prescribed therefor
in such Securities (or in the case of Original Issue Discount Securities, the
Securities' Yield to Maturity), and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and all other amounts due the Trustee under Section 6.7.

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

         In addition, if any other Event of Default with respect to Securities
of any series occurs and is continuing, the Trustee may in its discretion
proceed, in its own name and as trustee of an express trust, 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 5.4   Trustee May File Proofs of Claim.

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

            (1) to file and prove a claim for the whole amount of principal (or
lesser amount in the case of Original Issue Discount Securities) (and premium,
if any) and interest and


                                       36
<PAGE>

any Additional Amounts owing and unpaid in respect of the Securities and to file
such other papers or documents as may be necessary or advisable to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding, and

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

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

         Section 5.5   Trustee May Enforce Claims Without Possession of
Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding may be instituted by the Trustee in its own name as trustee
of an express trust.

         Section 5.6    Application of Money Collected.

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

                  FIRST: To the payment of all amounts due the Trustee under
         Section 6.7 in connection with such series of Securities in respect of
         which money or other property is collected;

                  SECOND: Subject to the terms of any subordination entered into
         as contemplated by Section 3.1, to the payment of the amounts then due
         and unpaid for principal of and any premium, if any, and interest on,
         and any Additional Amounts with respect to, the Securities in respect
         of which or for the benefit of which such money has been collected,
         ratably, without preference or priority of any kind, according to the
         amounts due and


                                       37
<PAGE>

         payable on such Securities for principal and any premium, if any,
         interest on and Additional Amounts, respectively; and

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

         To the fullest extent allowed under applicable law, if for the purpose
of obtaining judgment against the Company in any court it is necessary to
convert the sum due in respect of the principal of, premium (if any) or interest
on, or any Additional Amounts with respect to, the Securities of any series (the
"Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the Business Day
in The City of New York next preceding that on which final judgment is given.
None of the Company, any Guarantor or the Trustee shall be liable for any
shortfall nor shall any of them benefit from any windfall in payments to Holders
of Securities under this Section 5.6 caused by a change in exchange rates
between the time the amount of a judgment against it is calculated as above and
the time the Trustee converts the Judgment Currency into the Required Currency
to make payments under this Section 5.6 to Holders of Securities, but payment of
such judgment shall discharge all amounts owed by the Company on the claim or
claims underlying such judgment.

         Section 5.7    Limitation on Suits.

         Subject to Section 5.8, no Holder of any Security of any series shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

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

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

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

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

            (5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series (or of all series,
as the case may be).

No one or more of such Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other

                                       38
<PAGE>


of such Holders, or to obtain or to seek to obtain priority or preference over
any other of such Holders or to enforce any right under this Indenture, except
in the manner herein provided and for the equal and ratable benefit of all of
such Holders.

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

         Notwithstanding any other provision in this Indenture, the right of any
Holder of any Security to receive payment of the principal of and any premium
and (subject to Section 3.7) interest on, or any Additional Amounts with respect
to, such Security on the Stated Maturity or Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment after the respective due
dates, shall not be impaired without the consent of such Holder.

         Section 5.9   Restoration of Rights and Remedies.

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

         Section 5.10   Rights and Remedies Cumulative.

         Except as otherwise provided in Section 5.7 or with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in the
last paragraph of Section 3.6, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

         Section 5.11   Delay or Omission Not Waiver.

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

         Section 5.12   Control by Holders.

         With respect to Securities of any series, the Holders of a majority in
principal amount of the Outstanding Securities of such series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or

                                       39
<PAGE>

power conferred on the Trustee, relating to or arising under an Event of Default
described in clause (1), (2), (3), (4) or (7) of Section 5.1, and with respect
to all Securities the Holders of a majority in principal amount of all
Outstanding Securities shall have the right to direct the time, method and place
of conducting any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, relating to or arising under an Event of Default
described in clause (5) or (6) of Section 5.1, provided that in each such case

        (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
that is not inconsistent with such direction or this Indenture.

      Section 5.13 Waiver of Past Defaults.

      Subject to Section 5.8 and Section 9.2, the Holders of not less than a
majority in aggregate 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 or Event of Default described in clause (1), (2), (3), (4) or
(7) of Section 5.1 hereunder with respect to such series and its consequences,
and the Holders of a majority in principal amount of all Outstanding Securities
may on behalf of the Holders of all Securities waive any Event of Default
described in clause (5) or (6) of Section 5.1 hereunder and its consequences,
except a default

          (1) in the payment of the principal of or any premium or interest on,
or any Additional Amounts with respect to, any Security as and when the same
shall become due and payable by the terms thereof, otherwise than by
acceleration (unless such default has been cured as provided herein), or

          (2) in respect of a covenant or provision hereof which under Article 9
cannot be modified or amended without the consent of the Holder of each
Outstanding Security affected.

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

      Section 5.14 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 in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, a court
may require any party litigant in such suit to file an undertaking to pay the
costs of such suit, and may assess costs against any such party litigant, in the
manner and to the extent provided in the Trust Indenture Act; provided that the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any


                                       40

<PAGE>


suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of or interest on any Security on or after the Stated Maturity or
Stated Maturities expressed in such Security (or, in the case of redemption, on
the redemption date).

                                   ARTICLE 6

                                  THE TRUSTEE

      Section 6.1 Certain Duties and Responsibilities.

          (1) If an Event of Default has occurred and is continuing, the Trustee
shall exercise 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 individual would
exercise or use under the circumstances in the conduct of his or her own
affairs.

          (2) Except during the continuance of an Event of Default:

            (A) The Trustee need perform only those duties that are specifically
set forth in this Indenture and no others, and no implied covenants or
obligations shall be read into this Indenture against the Trustee.

            (B) In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon Officers' Certificates or Opinions of Counsel
furnished to the Trustee and conforming to the requirements of this Indenture;
however, in the case of any such Officers' Certificates or Opinions of Counsel
which by any provisions hereof are specifically required to be furnished to the
Trustee, the Trustee shall examine such Officers' Certificates and Opinions of
Counsel to determine whether or not they conform to the requirements of this
Indenture (but need not confirm or investigate the accuracy of any mathematical
calculations or other facts stated therein).

          (3) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct
or bad faith, except that:

            (A) This paragraph does not limit the effect of paragraph (2) of
this Section.

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

            (C) The Trustee shall not be liable with respect to any action
taken, suffered or omitted to be taken by it with respect to Securities of any
series in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Securities of such series
relating to the time, method and place of conducting any proceeding for

                                       41


<PAGE>

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.

          (4) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraph (1), (2) and (3) of this Section.

          (5) The Trustee may refuse to perform any duty or to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of Holder or Holders pursuant to this Indenture, unless such Holder or
Holders shall have offered and, if requested, provided 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.

          (6) No provision of this Indenture shall require the Trustee to risk
its own funds or otherwise incur any financial liability in the performance of
any of its duties, 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 is not reasonably assured to it.

          (7) The Paying Agent, the Security Registrar and any Authenticating
Agent shall be entitled to the protections, immunities and standard of care as
are set forth in paragraphs (1), (2) and (3) of this Section with respect to the
Trustee.

      Section 6.2 Notice of Defaults.

      If a default occurs hereunder and is continuing with respect to Securities
of any series and it is known to a Responsible Officer of the Trustee, the
Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that except in the case of a default in the payment of principal of (or
premium, if any) or interest on, or any Additional Amounts with respect to, any
Securities of such series or in the payment of any sinking fund installment, 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 holders of Securities of
such series.

      Section 6.3 Certain Rights of Trustee.

      Subject to the provisions of Section 6.1:

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

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

                                       42


<PAGE>


make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;

            (3) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order (unless other
evidence is specifically required herein), and any resolution of the Board of
Directors shall be sufficiently evidenced by a Board Resolution;

            (4) 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), in the absence of bad faith on its part, is
entitled to and may rely upon an Officers' Certificate;

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

            (6) 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.

            (7) the Trustee shall not be charged with knowledge of any default
or Event of Default with respect to the Securities of any series for which it is
acting as Trustee unless either (1) a Responsible Officer shall have actual
knowledge of such default or Event of Default or (2) written notice of such
default or Event of Default shall have been given to the Trustee by the Company
or any other obligor on such Securities or by any Holder of such Securities; and

            (8) the Trustee shall not be liable for any action taken, suffered
or omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture.

      Section 6.4 Not Responsible for Recitals or Issuance of Securities.

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

      Section 6.5 May Hold Securities and Act as Trustee under Other Indentures.

      The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.8 and 6.13, may otherwise deal with the


                                       43

<PAGE>



Company or any Guarantor with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
agent.

         Subject to the limitations imposed by the Trust Indenture Act, nothing
in this Indenture shall prohibit the Trustee from becoming and acting as trustee
under other indentures under which other securities, or certificates of interest
of participation in other securities, of the Company or any Guarantor are
outstanding in the same manner as if it were not Trustee hereunder.

      Section 6.6 Money Held in Trust.

      Subject to the provisions of Sections 10.3 and 13.5, all moneys received
by the Trustee shall, until used or applied, as provided herein, be held in
trust for the purposes for which they were received. Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed in writing with the
Company. So long as no Event of Default shall have occurred and be continuing,
all interest allowed on any such moneys shall be paid by the Company from time
to time upon a Company Order.

      Section 6.7 Compensation and Reimbursement.

      The Company shall pay to the Trustee from time to time such reasonable
compensation for its services as the Company and the Trustee may agree in
writing from time to time. The Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses,
disbursements and advances incurred by it in connection with the performance of
its duties under this Indenture, except any such expense, disbursement or
advance as may be attributable to its negligence, willful misconduct or bad
faith. Such expenses shall include the reasonable compensation and expenses of
the Trustee's agents and counsel.

      The Company shall indemnify the Trustee for, and hold it harmless against,
any and all loss, liability, damage, claim or expense (including attorneys' fees
and expenses, and including taxes other than taxes based upon, measured by or
determined by the income of the Trustee), including without limitation the costs
and expenses of defending itself against any third-party claim (whether asserted
by any Holder or any other Person (other than the Company to the extent of any
claim brought by it against the Trustee that establishes a breach by the Trustee
in the observance or performance of its duties under this Indenture)), incurred
by it without negligence, willful misconduct or bad faith arising out of or in
connection with its acceptance or administration of the trust or trusts
hereunder, including the performance of its duties or the exercise of its powers
hereunder. With respect to any such claim other than a claim brought by the
Company, (i) the Trustee shall notify the Company promptly of any claim for
which it may seek indemnity, (ii) the Company may at its option defend the
claim, in which event the Trustee shall cooperate in the defense and the Trustee
may have one separate counsel and the Company shall pay the reasonable fees and
expenses of such counsel and (iii) the Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld. This
indemnification shall apply to officers, directors, employees, shareholders and
agents of the Trustee.

                                       44
<PAGE>


      To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities of any series on all money or property
held or collected by the Trustee, except that held in trust to pay principal of
and interest on, or any Additional Amounts with respect to, particular
Securities of that series.

      When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.1(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

      The provisions of this Section 6.7 and any lien arising hereunder shall
survive the resignation or removal of the Trustee or the discharge of the
Company's obligations under this Indenture and the termination of this
Indenture.

      Section 6.8 Conflicting Interests.

      If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
conflicting interest or resign, to the extent and in the manner and with the
effect provided by, and subject to the provisions of, the Trust Indenture Act
and this Indenture. To the extent permitted by the Trust Indenture Act, the
Trustee shall not be deemed to have a conflicting interest by virtue of being a
trustee under this Indenture with respect to Securities of more than one series
or any other indenture.

      Section 6.9 Eligibility; Disqualification.

      There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series (which need not be the same Trustee for
all series). A Trustee may be Trustee hereunder for Securities of one or more
series. Each Trustee shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has (or if the Trustee is a member of a bank
holding company system, its bank holding company has) a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state (or the District of Columbia) authority. If any such Person or
bank holding company publishes reports of condition at least annually, pursuant
to law or to the requirements of its supervising or examining authority, then
for the purposes of this Section and to the extent permitted by the Trust
Indenture Act, the combined capital and surplus of such Person or bank holding
company shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Trustee
with respect to the Securities of any series shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

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

      Section 6.10 Resignation and Removal; Appointment of Successor.

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

                                       45


<PAGE>


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

      The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the removed Trustee within 30 days
after the receipt of such notice of removal, the removed Trustee may petition at
the expense of the Company any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

      If at any time:

            (1) the Trustee shall fail to comply with Section 6.8 after written
request therefor by the Company or by any Holder who has been a bona fide Holder
of a Security for at least six months, or

            (2) the Trustee shall cease to be eligible under Section 6.9 and
shall fail to resign after written request therefor by the Company or by any
such Holder, or

            (3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

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

                                       46
<PAGE>


respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 6.11, the
retiring Trustee may petition, or any Holder who has been a bona fide Holder of
a Security of such series for at least six months may petition, on behalf of
himself and all others similarly situated, any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of
such series.

      The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 1.7. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

      Section 6.11 Acceptance of Appointment by Successor.

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

      In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, any
Guarantor, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to


                                       47
<PAGE>


the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

      Upon request of any such successor Trustee, the Company and any Guarantor
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.

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

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

      Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to or acquiring all or substantially all the corporate
trust business of the Trustee (including the administration of the trust created
by this Indenture), 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, or by succession to or acquisition of all or
substantially all of the corporate trust business of, such successor Trustee may
adopt such authentication and deliver the Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such
Securities.

      Section 6.13 Preferential Collection of Claims Against Company.

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

      Section 6.14 Appointment of Authenticating Agent.

      The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.6, 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

                                       48

<PAGE>

Company and, except as other specified as contemplated by Section 3.1, shall at
all times be a bank or trust company or corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having (or if the Authenticating Agent is a member of a bank holding company
system, its bank holding company has) a combined capital and surplus of not less
than $50,000,000 and subject to supervision or examination by Federal or State
(or the District of Columbia) 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 or acquiring the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to
be an Authenticating Agent, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

      An Authenticating Agent for any series of Securities may resign at any
time by giving written notice thereof to the Trustee for such series and to the
Company. The Trustee for any series of Securities may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 1.7 to all Holders
of Securities of the series with respect to which such Authenticating Agent will
serve. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

      The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 6.7.

      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 lieu
of the Trustee's certificate of authentication, an alternative certificate of
authentication in the following form:

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


                                       49


<PAGE>

                                         ---------------------------------------
                                         [TRUSTEE], as Trustee

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

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

      Notwithstanding any provision of this Section 6.14 to the contrary, if at
any time any Authenticating Agent appointed hereunder with respect to any series
of Securities shall not also be acting as the Security Registrar hereunder with
respect to any series of Securities, then, in addition to all other duties of an
Authenticating Agent hereunder, such Authenticating Agent shall also be
obligated: (i) to furnish to the Security Registrar promptly all information
necessary to enable the Security Registrar to maintain at all times an accurate
and current Security Register; and (ii) prior to authenticating any Security
denominated in a foreign currency, to ascertain from the Company the units of
such foreign currency that are required to be determined by the Company pursuant
to Section 3.2.

                                   ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

            (1) not later than 15 days after the Regular Record Date for each
respective series of Securities, or if there is no Regular Record Date for such
series of Securities, semi-annually on January 1 and July 1, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the
Holders of Securities of each series as of such date, as the case may be, 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;

provided that no such list need be furnished by the Company to the Trustee so
long as the Trustee is acting as Security Registrar.

      Section 7.2 Preservation of Information; Communications to Holders.

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

                                       50


<PAGE>


Security Registrar. The Trustee may destroy any list furnished to it as provided
in Section 7.1 upon receipt of a new list so furnished.

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

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

      Section 7.3 Reports by Trustee.

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

      As promptly as practicable after each January 1 beginning with the January
1 following the date of this Indenture, and in any event prior to March 1 in
each year, the Trustee shall mail to each Holder a brief report dated as of
December 31 of the prior year if and to the extent required by Section 313(a) of
the Trust Indenture Act. The Trustee shall also comply with Section 313(b) of
the Trust Indenture Act.

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

      Section 7.4 Reports by Company.

      The Company shall file with the Trustee and the Commission, and transmit
to Holders and any other required Persons within 30 days after the filing with
the Trustee, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to the Trust Indenture Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 30 days after the same is so required to be filed with the
Commission.

                                   ARTICLE 8

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

      Section 8.1 Company May Consolidate, etc., Only on Certain Terms.

      The Company may not merge or consolidate with or into any other Person, in
a transaction in which it is not the surviving corporation, or sell, convey,
transfer, lease or otherwise dispose of all or substantially all of its assets
to any Person, unless (i) the surviving or

                                       51

<PAGE>


transferee Person is organized and existing under the laws of the United States
or a State thereof or the District of Columbia and such Person expressly assumes
by supplemental indenture all the obligations of the Company under the
Securities and under this Indenture, (ii) immediately thereafter, giving effect
to such merger or consolidation, or such sale, conveyance, transfer or other
disposition, no default or Event of Default shall have occurred and be
continuing and (iii) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel each stating that such merger,
consolidation, sale, conveyance, transfer, lease or other disposition complies
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.

      Section 8.2 Successor Substituted.

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

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

      Section 9.1 Supplemental Indentures Without Consent of Holders.

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

            (1) to evidence the succession of another Person to the Company (or
any guarantor of all or any series of Securities), or successive successions,
and the assumption by any such successor of the covenants and obligations of the
Company (or any such guarantor) herein and in the Securities in compliance with
Article 8; or

            (2) to add to the covenants of the Company for the benefit of the
Holders of any one or more series of Securities (and if such covenants are to be
for the benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such series) ),
to convey, transfer, assign, mortgage or pledge any property to or with the
Trustee or otherwise secure any series of the Securities, including provisions
regarding the circumstances under which collateral may be released or
substituted, to surrender any right or power herein conferred upon the Company
or to comply with any requirement of the Commission or otherwise in connection
with the qualification of this Indenture or any supplemental indenture under the
Trust Indenture Act; or

            (3) to add any additional Events of Default for the benefit of the
Holders of any one or more series of Securities (and if such additional Events
of Default are to be for the


                                       52

<PAGE>


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

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

            (5) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided that any such
addition, change or elimination (A) shall neither (i) apply to any Outstanding
Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision, or (ii) modify the
rights of any Holder of any Outstanding Security with respect to such provision,
or (B) shall become effective when there is no Security then Outstanding; or

            (6) to add or provide for a guaranty or guarantees of the Securities
or additional obligors on the Securities; or

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

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

            (9) to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, to cure any ambiguity
or omission, to correct any mistake, or to conform to any prospectus pursuant to
which Securities of any series were offered; or

            (10) to make any other provisions with respect to matters or
questions arising under this Indenture, provided such action shall not adversely
affect the rights of any Holder of Securities of any series; or

            (11) to make any change that does not adversely affect the rights of
any Holder.

      Section 9.2 Supplemental Indentures with Consent of Holders.

      With the consent of the Holders of a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture
(acting as one class), by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or any indenture supplemental hereto or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however,

                                       53
<PAGE>


that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

            (1) change the Stated Maturity of the principal of or any
installment of principal of, or the date fixed for payment of interest on or any
sinking fund payment with respect to, any Security, or reduce the principal
amount thereof or the rate of interest thereon, any Additional Amounts with
respect thereto or any premium payable upon the redemption thereof, or change
any obligation of the Company to pay Additional Amounts (except as contemplated
by Section 8.1 and permitted by clause (1) of Section 9.1), or reduce the amount
of the principal of an Original Issue Discount Security or any other Security
which would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.2, or change any Place of Payment where,
or the coin or currency or currencies (including composite currencies) in which
any Security or any premium or interest thereon or Additional Amounts with
respect thereto is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date), or modify the
provisions of this Indenture with respect to the subordination of a Security in
a manner adverse to the holder thereof, 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 5.13 or
Section 10.8, except to increase any such percentage or to provide with respect
to any particular series the right to condition the effectiveness of any
supplemental indenture as to that series on the consent of the Holders of a
specified percentage of the aggregate principal amount of Outstanding Securities
of such series (which provision may be made pursuant to Section 3.1 without the
consent of any Holder) or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby; provided, however, that this clause shall
not be deemed to require the consent of any Holder with respect to changes in
the references to "the Trustee" and concomitant changes in this Section and
Section 10.8, or the deletion of this proviso, in accordance with the
requirements of Sections 6.11 and 9.1(8).

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

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


                                       54
<PAGE>


      Section 9.3 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 Sections 6.1 and 6.3) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties, immunities or liabilities under this Indenture or
otherwise.

      Section 9.4 Effect of Supplemental Indentures.

      Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby; provided that if such supplemental indenture makes any
of the changes described in clauses (1) through (3) of the first proviso to
Section 9.2, such supplemental indenture shall bind each Holder of a Security
who has consented to it and every subsequent Holder of such Security or any part
thereof.

      Section 9.5 Conformity with Trust Indenture Act.

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

      Section 9.6 Reference in Securities to Supplemental Indentures.

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

                                   ARTICLE 10

                                    COVENANTS

      Section 10.1 Payment of Principal, Premium and Interest.

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

                                       55
<PAGE>

      Section 10.2 Maintenance of Office or Agency.

      The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of any such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands. Unless otherwise provided in a supplemental indenture or pursuant to
Section 3.1 hereof, the Place of Payment for any series of Securities shall be
the Corporate Trust Office of the Trustee.

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

      Section 10.3 Money for Securities Payments to be Held in Trust.

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

      Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, on or prior to each due date of the principal of or any
premium or interest on, or Additional Amounts with respect to, any Securities of
that series, deposit with a Paying Agent a sum sufficient to pay such amount,
such sum to be held as provided by the Trust Indenture Act, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

      The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series,

                                       56
<PAGE>

upon the written request of the Trustee, forthwith pay to the Trustee all sums
held in trust by such Paying Agent for payment in respect of the Securities of
that series.

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

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on, or any Additional Amounts with respect to, any Security of any
series and remaining unclaimed for a period ending on the earlier of the date
that is ten Business Days prior to the date such money would escheat to the
State or two years after such principal, premium or interest or Additional
Amount 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; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper in The Borough of Manhattan, The City of New York and in
such other Authorized Newspapers as the Trustee shall deem appropriate, notice
that such money remains unclaimed and that, after a date specified herein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will, unless otherwise required by
mandatory provisions of applicable escheat, or abandoned or unclaimed property
law, be repaid to the Company.

      Section 10.4 Statement by Officers as to Default.

      At any time at which there are Outstanding Securities of any series issued
under this Indenture, the Company will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company ending after the date hereof,
an Officers' Certificate complying with Section 314(a)(4) of the Trust Indenture
Act and stating that a review of the activities of the Company during such year
and of performance under this Indenture has been made under the supervision of
the signers thereof and stating whether or not to the best knowledge of the
signers thereof, based upon such review, the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge. One
of the officers signing the Officers' Certificate delivered pursuant to this
Section 10.05 shall be the principal executive, financial or accounting officer
of the Company.

                                       57

<PAGE>

      Section 10.5 Existence.

      Subject to Article 8, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its existence.

      Section 10.6 All Securities to be Equally and Ratably Secured.

      Unless specified otherwise by the Company pursuant to Section 3.1 with
respect to any series, the Company will not itself secure Securities of any one
or more series with any Mortgage, without effectively providing that the
Securities of every other series shall be secured equally and ratably by such
Mortgage.

      Section 10.7 Maintenance of Properties.

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

      Section 10.8 Payment of Taxes and Other Claims.

      The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or upon the income,
profits or property of the Company, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Company; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim (i) whose amount, applicability or validity is being
contested in good faith by appropriate proceedings or (ii) if the failure to pay
or discharge would not have a material adverse effect on the assets, business,
operations, properties or financial condition of the Company and its
Subsidiaries, taken as a whole. Section 10.9 Waiver of Certain Covenants.

      Except as otherwise specified as contemplated by Section 3.1 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Sections 3.1(22),
9.1(2), 8.1, 10.4, 10.5, 10.6, 10.7 or 10.8 for the benefit of the Holders of
such series if before or after the time for such compliance the Holders of at
least a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective,

                                       58

<PAGE>

the obligations of the Company and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect.

      Section 10.10 Additional Amounts.

      If the Securities of a series expressly provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of such
series Additional Amounts as expressly provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of,
or premium (if any) or interest on any Security of any series or the net
proceeds received from the sale or exchange of any Security of any series, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided for in this Section 10.10 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section 10.10 and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

      If the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers' Certificate, the
Company shall furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities and the Company will pay to such Paying Agent the
Additional Amounts required by this Section 10.10. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against any loss, liability or expense reasonably incurred without negligence,
willful misconduct or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section 10.10.

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

      Section 11.1 Applicability of Article.

      Securities of any series that are redeemable in whole or in part before
their Stated Maturity shall be redeemable in accordance with their terms and
(except as otherwise specified as contemplated by Section 3.1 for such
Securities) in accordance with this Article.

                                       59
<PAGE>


      Section 11.2 Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or in another manner specified as contemplated by Section 3.1
for such Securities. In case of any redemption at the election of the Company of
less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 45 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities (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 11.3 Selection by Trustee of Securities to Be Redeemed.

      If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, on a pro-rata basis, or in the Trustee's
discretion, by lot, or by such other method as the Trustee shall deem fair and
appropriate, provided that the unredeemed portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

      If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption.

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

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

      Section 11.4 Notice of Redemption.

      Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not fewer than 30 nor more than 90 days prior to the Redemption Date,
unless a shorter period is specified in the Securities to be redeemed, to each
Holder of Securities to be redeemed, at its address appearing in the Security
Register.

      All notices of redemption shall state:


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<PAGE>

            (1) the Redemption Date,

            (2) the Redemption Price (including accrued interest, if any, to be
paid),

            (3) if less than all the Outstanding Securities of any series
consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal
amounts) of the particular Securities to be redeemed and, if less than all the
Outstanding Securities of any series consisting of a single Security are to be
redeemed, the principal amount of the particular Security to be redeemed,

            (4) in case any Security is to be redeemed in part only, that on and
after the Redemption Date, upon surrender of such Security, the Holder of such
Security will receive, without charge, a new Security or Securities of
authorized denominations for the principal amount thereof remaining unredeemed;

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

            (6) the place or places where each such Security is to be
surrendered for payment of the Redemption Price,

            (7) if applicable, the conversion price, the date on which the right
to convert the principal of the Securities or the portions thereof to be
redeemed will terminate, and the place or places where such Securities may be
surrendered for conversion,

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

            (9) the CUSIP number or numbers and/or common codes of the Security
being redeemed.

      Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company, provided that the Company
shall have prepared and provided to the Trustee the form of such notice, or, if
acceptable to the Trustee, provided sufficient information to enable the Trustee
to prepare such notice, in each case on a timely basis.

      Section 11.5 Deposit of Redemption Price.

      On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

      If any Security called for redemption is converted, any money deposited
with the Trustee or with a Paying Agent or so segregated and held in trust for
the redemption of such Security shall (subject to any right of any Holder of
such Security to receive interest thereon) be paid to

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<PAGE>

the Company on Company Request, or if then held by the Company, shall be
discharged from such trust.

      Section 11.6 Securities Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
(and any Additional Amounts) to the Redemption Date; provided, however, that,
unless otherwise specified as contemplated by Section 3.1, installments of
interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.7.

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

      Section 11.7 Securities Redeemed in Part.

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

      Unless otherwise specified as contemplated by Section 3.1, the Company and
any Affiliate of the Company may at any time purchase or otherwise acquire
Securities in the open market or by private agreement. Such acquisition shall
not operate as or be deemed for any purpose to be a redemption of the
indebtedness represented by such Securities. Any Securities purchased or
acquired by the Company may be delivered to the Trustee and, upon such delivery,
the indebtedness represented thereby shall be deemed to be satisfied. Section 3.
9 shall apply to all Securities so delivered.


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<PAGE>

                                   ARTICLE 12

                                  SINKING FUNDS

      Section 12.1 Applicability of Article.

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

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

      Section 12.2 Satisfaction of Sinking Fund Payments with Securities.

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

      Section 12.3 Redemption of Securities for Sinking Fund.

      Not fewer than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 12.2 and will also deliver to the Trustee any Securities to be so
delivered. Not fewer than 30 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.3 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.6 and 11.7.


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<PAGE>

                                   ARTICLE 13

                       DEFEASANCE AND COVENANT DEFEASANCE

      Section 13.1 Company's Option to Effect Defeasance or Covenant Defeasance.

      The Company may elect, at its option at any time, to have Section 13.2 or
Section 13.3 applied to any Securities or any series of Securities, as the case
may be, designated pursuant to Section 3.1 as being defeasible pursuant to such
Section 13.2 or 13.3, in accordance with any applicable requirements provided
pursuant to Section 3.1 and upon compliance with the conditions set forth below
in this Article. Any such election shall be evidenced by a Board Resolution or
in another manner specified as contemplated by Section 3.1 for such Securities.

      Section 13.2 Defeasance and Discharge.

      Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company and any applicable Guarantor shall be deemed to have been discharged
from its obligations with respect to such Securities as provided in this Section
on and after the date the conditions set forth in Section 13.4 are satisfied
(hereinafter called "Defeasance"). For this purpose, such Defeasance means that
the Company or any Guarantor shall be deemed to have paid and discharged the
entire indebtedness represented by such Securities and to have satisfied all its
other obligations under such Securities and this Indenture and any related
Guarantee insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder:

            (1) the rights of Holders of such Securities to receive, solely from
the trust fund described in Section 13.4 and as more fully set forth in such
Section, payments in respect of the principal of and any premium and interest
on, or any Additional Amounts with respect to, such Securities when payments are
due,

            (2) the Company's obligations with respect to such Securities under
Sections 3.4, 3.5, 3.6, 10.2 and 10.3,

            (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder, and

            (4) this Article.

Subject to compliance with this Article, the Company may exercise its option (if
any) to have this Section applied to any Securities notwithstanding the prior
exercise of its option (if any) to have Section 13.3 applied to such Securities.

      Section 13.3 Covenant Defeasance.

      Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be,


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<PAGE>

            (1) the Company or any Guarantors shall be released from their
obligations under Sections 8.1, 10.4, 10.5. 10.6, 10.7 or 10.8 and any covenants
provided pursuant to Sections 3.1(22) or 9.1(2) for the benefit of the Holders
of such Securities and

            (2) the occurrence of any event specified in Section 5.1(4) (with
respect to any of Sections 8.1, 10.4, 10.5. 10.6, 10.7 or 10.8 and any such
covenants provided pursuant to Sections 3.1(22) or 9.1(2)) and the occurrence of
any other Event of Default specified pursuant to Section 3.1 or Section 9.1(3)
shall be deemed not to be or result in an Event of Default,

in each case with respect to such Securities or any series of Securities as
provided in this Section on and after the date the conditions set forth in
Section 13.4 are satisfied (hereinafter called "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that, with respect to such Securities,
the Company and any Guarantors may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
specified Section or such other covenant (to the extent so specified in the case
of Section 5.1(4) and the occurrence of any Event of Default specified pursuant
to Section 3.1 or Section 9.1(3)), whether directly or indirectly by reason of
any reference elsewhere herein to any such Section or such other covenant or by
reason of any reference in any such Section or such other covenant to any other
provision herein or in any other document, but the remainder of this Indenture
and such Securities shall be unaffected thereby.

      Section 13.4 Conditions to Defeasance or Covenant Defeasance.

      The following shall be the conditions to the application of Section 13.2
or Section 13.3 to any Securities or any series of Securities, as the case may
be:

            (1) The Company or any Guarantor shall have deposited or caused to
be deposited irrevocably with the Trustee (or another trustee which satisfies
the requirements contemplated by Section 6.9 and agrees to comply with the
provisions of this Article applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for,
and dedicated solely to, the benefits of the Holders of such Securities,

                  (A) in the case of Securities of a series denominated in
currency of the United States of America,

                     (i) cash in currency of the United States of America in an
amount, or

                     (ii) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment, an amount in cash, or

                     (iii) a combination thereof, or

                  (B) in the case of Securities of a series denominated in
currency other than that of the United States of America,


                                       65
<PAGE>

                    (i) cash in the currency in which such series of Securities
is denominated in an amount, or

                    (ii) Foreign Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment, an amount in cash, or

                    (iii) a combination thereof,

in each case sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or any such other qualifying trustee) to pay and discharge, the
principal of and any premium and interest on such Securities on the respective
Stated Maturities, in accordance with the terms of this Indenture and such
Securities.

            (2) For Securities denominated in United States dollars, in the
event of an election to have Section 13.2 apply to any Securities or any series
of Securities, as the case may be, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that

                  (A) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or

                  (B) since the date of this instrument, there has been a change
in the applicable Federal income tax law,

in either case (A) or (B) to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Securities will not recognize gain or
loss for Federal income tax purposes as a result of the deposit, Defeasance and
discharge to be effected with respect to such Securities and will be subject to
Federal income tax on the same amount, in the same manner and at the same times
as would be the case if such deposit, Defeasance and discharge were not to
occur.

            (3) For Securities denominated in United States dollars, in the
event of an election to have Section 13.3 apply to any Securities or any series
of Securities, as the case may be, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of such Securities
will not recognize gain or loss for Federal income tax purposes as a result of
the deposit and Covenant Defeasance to be effected with respect to such
Securities and will be subject to Federal income tax on the same amount, in the
same manner and at the same times as would be the case if such deposit and
Covenant Defeasance were not to occur.

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

            (5) No event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to such Securities or any other
Securities shall have occurred and be continuing at the time of such deposit or,
with regard to any such event specified in Sections 5.1(5) and (6), at any time
on or prior to the 90th day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until after such 90th day).


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<PAGE>

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

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

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

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

      Section 13.5 Deposited Money, U. S. Government Obligations and Foreign
Government Obligations to be Held in Trust; Miscellaneous Provisions.

      Subject to the provisions of the last paragraph of Section 10.3, all
money, U.S. Government Obligations and Foreign Government Obligations (including
the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section and Section 13.6, the Trustee and any such
other trustee are referred to collectively as the "Trustee") pursuant to Section
13.4 in respect of any Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law. The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations or
Foreign Government Obligations deposited pursuant to Section 13.4 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of Outstanding
Securities. Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money, U.S. Government Obligations or Foreign Government Obligations
held by it as provided in Section 13.4 with respect to any Securities which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.

      Section 13.6 Reinstatement.

      If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the


                                       67
<PAGE>

obligations under this Indenture and such Securities and any related Guarantee
from which the Company and any Guarantor have been discharged or released
pursuant to Section 13.2 or 13.3 shall be revived and reinstated as though no
deposit had occurred pursuant to this Article with respect to such Securities
and any related Guarantee, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 13.5 with respect
to such Securities in accordance with this Article; provided, however, that if
the Company makes any payment of principal of or any premium or interest on any
such Security following such reinstatement of its obligations, the Company shall
be subrogated to the rights (if any) of the Holders of such Securities to
receive such payment from the money so held in trust.

                                   ARTICLE 14

                                  SUBORDINATION

      Section 14.1 Securities Subordinated to Senior Indebtedness.

      The Company and each Holder of a Security, by his acceptance thereof,
agree that (a) the payment of the principal of, premium (if any) and interest on
and any Additional Amounts with respect to each and all the Securities and (b)
any other payment in respect of the Securities, including on account of the
acquisition or redemption of Securities by the Company, is subordinated, to the
extent and in the manner provided in such Security or in the supplemental
indenture pursuant to which such Security is issued, to the prior payment in
full of all Senior Indebtedness specified in such Security or in such
supplemental indenture.

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

      Section 14.2 Right of Trustee to Hold Senior Indebtedness.

      The Trustee in its individual capacity shall be entitled to all of the
rights set forth in this Article 14 in respect of any Senior Indebtedness at any
time held by it to the same extent as any other holder of Senior Indebtedness,
and nothing in this Indenture shall be construed to deprive the Trustee of any
of its rights as such holder.

      Section 14.3 Subordination Not to Prevent Events of Default.

         The failure to make a payment on account of principal of, premium (if
any) or interest on the Securities by reason of any subordination provision for
the benefit of holders of Senior Indebtedness shall not be construed as
preventing the occurrence of a Default or an Event of Default under Section 5.1
or in any way prevent the Holders of the Securities from exercising any right
hereunder other than the right to receive payment on the Securities.

      Section 14.4 No Fiduciary Duty of Trustee to 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 (other than
for its willful misconduct or


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<PAGE>

negligence) if it shall in good faith mistakenly pay over or distribute to the
Holders of the Securities or the Company or any other Person, cash, property or
securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article 14 or otherwise. Nothing in this Section 14.4 shall
affect the obligation of any other such Person to hold such payment for the
benefit of, and to pay such payment over to, the holders of Senior Indebtedness
or their representative.

      Section 14.5 Article Applicable to Paying Agent.

      In case at any time any Payment Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article 14 shall in such case (unless the context shall
otherwise require) be construed as extending to and including such Payment Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article 14 in addition to or in place of the Trustee;
provided, however, that this Section 14.5 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.

                                   ARTICLE 15

                                   GUARANTEES

      Section 15.1 Guarantee.

      Any series of Securities may be guaranteed by one or more of the
Guarantors. The terms and the form of any such Guarantee will be established in
the manner contemplated by Section 3.1 for that particular series of Securities.

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

                                                QUEST RESOURCE CORPORATION

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

                                                [TRUSTEE],

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


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<PAGE>

                                   SCHEDULE I

                                   Guarantors: