<PAGE>







                             BELL MICROPRODUCTS INC.
                                    AS ISSUER

                                       AND

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

                                   AS TRUSTEE

                                    INDENTURE




<PAGE>



                              CROSS-REFERENCE TABLE

<Table>
<Caption>
TRUST INDENTURE ACT
 SECTION                                                      INDENTURE SECTION
-------------------                                           -----------------
<S>                                                           <C>
310 (a)                                                       7.10
    (b)                                                       7.10
    (c)                                                       N.A.
311 (a)                                                       7.11
    (b)                                                       7.11
    (c)                                                       N.A.
312 (a)                                                       5.01
    (b)                                                       5.02
    (c)                                                       5.02
313 (a)                                                       5.03
    (b)                                                       5.03
    (c)                                                       13.03
    (d)                                                       5.03
314 (a)                                                       4.05
    (b)                                                       N.A.
    (c)(1)                                                    13.05
    (c)(2)                                                    13.05
    (c)(3)                                                    N.A.
    (d)                                                       N.A.
    (e)                                                       13.05
    (f)                                                       N.A.
315 (a)                                                       7.01
    (b)                                                       6.07 & 13.03
    (c)                                                       7.01
    (d)                                                       7.01
    (e)                                                       6.08
316 (a) (last sentence)                                       1.01
    (a)(1)(A)                                                 6.06
    (a)(1)(B)                                                 6.06
    (a)(2)                                                    9.01(d)
    (b)                                                       6.04
    (c)                                                       5.04
317 (a)(1)                                                    6.02
    (a)(2)                                                    6.02
    (b)                                                       4.04
318 (a)                                                       13.07
</Table>

----------
N.A. means Not Applicable
NOTE: This Cross-Reference table shall not, for any purpose, be deemed part of
this Indenture.


                                       2
<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                            PAGE
                                                                                                            ----
<S>                                                                                                         <C>
                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.   Definitions                                                                                   7
Section 1.02.   Other Definitions                                                                            11
Section 1.03.   Incorporation by Reference of Trust Indenture Act                                            12
Section 1.04.   Rules of Construction                                                                        12

                                   ARTICLE II
                                 DEBT SECURITIES

Section 2.01.   Forms Generally                                                                              12
Section 2.02.   Form of Trustee's Certificate of Authentication                                              12
Section 2.03.   Principal Amount; Issuable in Series                                                         13
Section 2.04.   Execution of Debt Securities                                                                 15
Section 2.05.   Authentication and Delivery of Debt Securities                                               15
Section 2.06.   Denomination of Debt Securities                                                              17
Section 2.07.   Registration of Transfer and Exchange.                                                       17
Section 2.08.   Temporary Debt Securities                                                                    18
Section 2.09.   Mutilated, Destroyed, Lost or Stolen Debt Securities                                         18
Section 2.10.   Cancellation of Surrendered Debt Securities                                                  19
Section 2.11.   Provisions of the Indenture and Debt Securities for the Sole
                Benefit of the Parties and the Holders                                                       19
Section 2.12.   Payment of Interest; Interest Rights Preserved.                                              20
Section 2.13.   Securities Denominated in Dollars                                                            20
Section 2.14.   Wire Transfers                                                                               20
Section 2.15.   Securities Issuable in the Form of a Global Security                                         20
Section 2.16.   Medium Term Securities                                                                       22
Section 2.17.   Defaulted Interest                                                                           23
Section 2.18.   CUSIP and Corresponding "ISIN" Numbers                                                       23

                                   ARTICLE III
                          REDEMPTION OF DEBT SECURITIES

Section 3.01.   Applicability of Article                                                                     24
Section 3.02.   Notice of Redemption; Selection of Debt Securities                                           24
Section 3.03.   Payment of Debt Securities Called for Redemption                                             25
Section 3.04.   Mandatory and Optional Sinking Funds                                                         25
Section 3.05.   Redemption of Debt Securities for Sinking Fund                                               26
</Table>


                                       3
<PAGE>

<Table>
<Caption>
                                                                                                            PAGE
                                                                                                            ----
<S>                                                                                                         <C>
                                   ARTICLE IV
                       PARTICULAR COVENANTS OF THE COMPANY

Section 4.01.   Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities               27
Section 4.02.   Maintenance of Offices or Agencies for Registration of Transfer, Exchange and
                Payment of Debt Securities                                                                   27
Section 4.03.   Appointment to Fill a Vacancy in the Office of Trustee                                       28
Section 4.04.   Duties of Paying Agents, etc                                                                 28
Section 4.05.   SEC Reports; Financial Statements                                                            29
Section 4.06.   Compliance Certificate                                                                       29
Section 4.07.   Further Instruments and Acts                                                                 29
Section 4.08.   Existence                                                                                    29
Section 4.09.   Maintenance of Properties                                                                    30
Section 4.10.   Payment of Taxes and Other Claims                                                            30
Section 4.11.   Waiver of Certain Covenants                                                                  30
Section 4.12.   Waiver of Stay, Extension or Usury Laws                                                      30

                                    ARTICLE V
                    HOLDERS' LISTS AND REPORTS BY THE TRUSTEE

Section 5.01.   Company to Furnish Trustee Information as to Names and Addresses of Holders;
                Preservation of Information                                                                  30
Section 5.02.   Communications to Holders                                                                    31
Section 5.03.   Reports by Trustee                                                                           31
Section 5.04.   Record Dates for Action by Holders                                                           31

                                   ARTICLE VI
                          REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

Section 6.01.   Events of Default                                                                            32
Section 6.02.   Collection of Debt by Trustee, etc.                                                          33
Section 6.03.   Application of Moneys Collected by Trustee                                                   34
Section 6.04.   Limitation on Suits by Holders                                                               35
Section 6.05.   Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default         35
Section 6.06.   Rights of Holders of Majority in Principal Amount of Debt Securities to Direct
                Trustee and to Waive Default                                                                 36
Section 6.07.   Trustee to Give Notice of Defaults Known to It, but May Withhold Such Notice in
                Certain Circumstances                                                                        36
Section 6.08.   Requirement of an Undertaking to Pay Costs in Certain Suits under the Indenture or
                Against the Trustee                                                                          36

                                   ARTICLE VII
                             CONCERNING THE TRUSTEE

Section 7.01.   Certain Duties and Responsibilities                                                          37
</Table>


                                       4
<PAGE>


<Table>
<Caption>
                                                                                                            PAGE
                                                                                                            ----
<S>                                                                                                         <C>
Section 7.02.   Certain Rights of Trustee                                                                    38
Section 7.03.   Trustee Not Liable for Recitals in Indenture or in Debt Securities                           39
Section 7.04.   Trustee, Paying Agent or Registrar May Own Debt Securities                                   39
Section 7.05.   Moneys Received by Trustee to Be Held in Trust                                               39
Section 7.06.   Compensation and Reimbursement                                                               39
Section 7.07.   Right of Trustee to Rely on an Officers' Certificate Where No Other Evidence
                Specifically Prescribed                                                                      40
Section 7.08.   Separate Trustee; Replacement of Trustee                                                     40
Section 7.09.   Successor Trustee by Merger                                                                  41
Section 7.10.   Eligibility; Disqualification                                                                42
Section 7.11.   Preferential Collection of Claims Against Company                                            42
Section 7.12.   Compliance with Tax Laws                                                                     42

                                  ARTICLE VIII
                             CONCERNING THE HOLDERS

Section 8.01.     Evidence of Action by Holders                                                              42
Section 8.02.     Proof of Execution of Instruments and of Holding of Debt Securities                        42
Section 8.03.     Who May Be Deemed Owner of Debt Securities                                                 42
Section 8.04.     Instruments Executed by Holders Bind Future Holders                                        43

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

Section 9.01.     Purposes for Which Supplemental Indenture May Be Entered into Without
                  Consent of Holders                                                                         43
Section 9.02.     Modification of Indenture with Consent of Holders of Debt Securities                       45
Section 9.03.     Effect of Supplemental Indentures                                                          46
Section 9.04.     Debt Securities May Bear Notation of Changes by Supplemental Indentures                    46

                                    ARTICLE X
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 10.01.    Consolidations and Mergers of the Company                                                  46
Section 10.02.    Rights and Duties of Successor Company                                                     46

                                   ARTICLE XI
                          SATISFACTION AND DISCHARGE OF
                     INDENTURE; DEFEASANCE; UNCLAIMED MONEYS

Section 11.01.    Applicability of Article                                                                   47
Section 11.02.    Satisfaction and Discharge of Indenture; Defeasance.                                       47
Section 11.03.    Conditions of Defeasance                                                                   48
</Table>


                                       5
<PAGE>

<Table>
<Caption>
                                                                                                            PAGE
                                                                                                            ----
<S>                                                                                                         <C>
Section 11.04.    Application of Trust Money                                                                 49
Section 11.05.    Repayment to Company                                                                       49
Section 11.06.    Indemnity for U.S. Government Obligations                                                  49
Section 11.07.    Reinstatement                                                                              49

                                   ARTICLE XII
                                   [RESERVED]

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

Section 13.01.    Successors and Assigns of Company Bound by Indenture                                       49
Section 13.02.    Acts of Board, Committee or Officer of Successor Company Valid                             50
Section 13.03.    Required Notices or Demands                                                                50
Section 13.04.    Indenture and Debt Securities to Be Construed in Accordance with the Laws of
                  the State of California                                                                    51
Section 13.05.    Officers' Certificate and Opinion of Counsel to Be Furnished upon Application or
                  Demand by the Company                                                                      51
Section 13.06.    Payments Due on Legal Holidays                                                             51
Section 13.07.    Provisions Required by TIA to Control                                                      51
Section 13.08.    Computation of Interest on Debt Securities                                                 51
Section 13.09.    Rules by Trustee, Paying Agent and Registrar                                               52
Section 13.10.    Severability                                                                               52
Section 13.11.    Effect of Headings                                                                         52
Section 13.12.    Indenture May Be Executed in Counterparts                                                  52
</Table>


                                       6
<PAGE>

                                    INDENTURE

         THIS INDENTURE dated as of _________________, 2003 is between Bell
Microproducts Inc., a California corporation (the "Company"), and
______________________, a ______________________, as trustee (the "Trustee").

                             RECITALS OF THE COMPANY

         WHEREAS, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its debentures,
notes, bonds or other evidences of indebtedness, to be issued in one or more
series and unlimited as to aggregate principal amount (herein called the "Debt
Securities"), all as in this Indenture provided.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That in order to declare the terms and conditions upon which the Debt
Securities are to be authenticated, issued and delivered, and in consideration
of the premises, and of the purchase and acceptance of the Debt Securities by
the Holders thereof, the Company and the Trustee covenant and agree with each
other, for the benefit of the respective Holders from time to time of the Debt
Securities, as follows:

                                    AGREEMENT

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.01. DEFINITIONS.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing. The Trustee may request and may conclusively rely upon an Officers'
Certificate to determine whether any Person is an Affiliate of any specified
Person.

         "Agent" means any Registrar or paying agent.

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

         "Board of Directors" means the Board of Directors of Company or any
authorized committee of the Board of Directors of the Company or any directors
and/or officers of the Company to whom such Board of Directors or such committee
shall have duly delegated its authority to act hereunder.

         "Business Day" means any day other than a Legal Holiday.

         The term "capital stock" of any Person means and includes any and all
shares, rights to purchase, warrants or options (whether or not currently
exercisable), participations or other equivalents of or interests in (however
designated) the equity (which includes, but is not limited to, common stock,


                                       7
<PAGE>


preferred stock and partnership and joint venture interests) of such Person
(excluding any debt securities that are convertible into, or exchangeable for,
such equity).

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

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

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

         "Debt" of any Person at any date means any obligation created or
assumed by such Person for the repayment of borrowed money and any guarantee
thereof.

         "Debt Security" or "Debt Securities" has the meaning stated in the
first recital of this Indenture and more particularly means any debt security or
debt securities, as the case may be of any series authenticated and delivered
under this Indenture.

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

         "Depositary" means, unless otherwise specified by the Company pursuant
to either Section 2.03 or 2.15, with respect to Debt Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, The Depository Trust Company, New York, New York, or any successor
thereto registered as a clearing agency under the Exchange Act or other
applicable statute or regulations.

         "Dollar" or "$" means such currency of the United States as at the time
of payment is legal tender for the payment of public and private debts.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any successor statute.

         "Floating Rate Security" means a Debt Security that provides for the
payment of interest at a variable rate determined periodically by reference to
an interest rate index specified pursuant to Section 2.03.

         "GAAP" means generally accepted accounting principles in the United
States, as in effect from time to time.

         "Global Security" means with respect to any series of Debt Securities
issued hereunder, a Debt Security which is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and any
Indentures supplemental hereto, or resolution of the Board of Directors and set
forth in an Officers' Certificate, which shall be registered in the name of the
Depositary or its nominee and which shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, all the Outstanding Debt
Securities of such series or any portion thereof, in either case having the same
terms,

                                       8
<PAGE>


including, without limitation, the same original issue date, date or dates on
which principal is due and interest rate or method of determining interest.

         The term "guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Debt or other obligation of
any other Person and any obligation, direct or indirect, contingent or
otherwise, of such Person (a) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Debt or other obligation of such other Person
(whether arising by virtue of partnership arrangements, or by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions or otherwise) or (b) entered into for
purposes of assuring in any other manner the obligee of such Debt or other
obligation of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided, however, that the term
"guarantee" shall not include endorsements for collection or deposit in the
ordinary course of business. The term "guarantee" used as a verb has a
corresponding meaning.

         "Holder," "Holder of Debt Securities" or other similar terms means, a
Person in whose name a Debt Security is registered in the Debt Security Register
(as defined in Section 2.07(a)).

         "Indenture" means this instrument as originally executed, or, if
amended or supplemented as herein provided, as so amended or supplemented and
shall include the form and terms of particular series of Debt Securities as
contemplated hereunder, whether or not a supplemental Indenture is entered into
with respect thereto.

         "Issue Date" means, with respect to a series of Debt Securities, the
date of original issuance of such series.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of ________________________ or at a Place of Payment
are authorized by law, regulation or executive order to remain closed. If a
payment date is a Legal Holiday at a Place of Payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

         "Lien" means, with respect to any asset, any mortgage, lien, security
interest, pledge, charge or other encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law.

         "Officer" means, with respect to a Person, the Chairman of the Board,
the President, any Vice President (whether unmodified or prefaced by "Senior,"
"Assistant" or any other designation), the Treasurer, any Assistant Treasurer,
Controller, Secretary, or any Assistant Secretary of such Person.

         "Officers' Certificate" means a certificate signed by two Officers of
the Company, one of whom must be the Company's chief executive officer, chief
financial officer or chief accounting officer.

         "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee.

         "Original Issue Discount Debt Security" means any Debt 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 6.01.


                                       9
<PAGE>

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

         (a)      Debt Securities of that series theretofore canceled by the
                  Trustee or delivered to the Trustee for cancellation;

         (b)      Debt Securities of that series 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 Debt Securities; provided, that, if such Debt
                  Securities are to be redeemed, notice of such redemption has
                  been duly given pursuant to this Indenture or provision
                  therefor satisfactory to the Trustee has been made; and

         (c)      Debt Securities of that series which have been paid pursuant
                  to Section 2.09 or in exchange for or in lieu of which other
                  Debt Securities have been authenticated and delivered pursuant
                  to this Indenture, other than any such Debt Securities in
                  respect of which there shall have been presented to the
                  Trustee proof satisfactory to it that such Debt Securities are
                  held by a bona fide purchaser in whose hands such Debt
                  Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Debt Securities of any series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Debt Securities owned by the Company or any other obligor upon the Debt
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Debt Securities which
a Trust Officer actually knows to be so owned shall be so disregarded. Debt
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 Debt Securities and that the
pledgee is not the Company or any other obligor upon the Debt Securities or an
Affiliate of the Company or of such other obligor. In determining whether the
Holders of the requisite principal amount of Outstanding Debt Securities have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of an Original Issue Discount Debt Security that
shall be deemed to be Outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.01.

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

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

         "SEC" means the Securities and Exchange Commission.

         "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the payment of principal
of such security is due and payable, including pursuant to any mandatory
redemption provision (but excluding any provision providing for the repurchase
of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).


                                       10
<PAGE>

         "Subsidiary" means, with respect to any Person,

         (1)      any other Person of which more than 50% of the total voting
                  power of capital interests (without regard to any contingency
                  to vote in the election of directors, managers, trustees, or
                  equivalent persons), at the time of such determination, is
                  owned or controlled, directly or indirectly, by such Person or
                  one or more of the Subsidiaries of such Person;

         (2)      in the case of a partnership, any Person of which more than
                  50% of the partners' capital interests (considering all
                  partners' capital interests as a single class), at the time of
                  such determination, is owned or controlled, directly or
                  indirectly, by such Person or one or more of the Subsidiaries
                  of such Person; or

         (3)      any other Person in which such Person or one or more of the
                  Subsidiaries of such Person have the power to control, by
                  contract or otherwise, the board of directors, managers,
                  trustees or equivalent governing body of, or otherwise
                  control, such other Person.

         "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
Sections 77aaa-77bbbb), as in effect on the date of this Indenture as originally
executed and, to the extent required by law, as amended.

         "Trustee" initially means _____________ _____________ ____________ and
any other Person or Persons appointed as such from time to time pursuant to
Section 7.08, and, subject to the provisions of Article VII, includes its or
their successors and assigns. If at any time there is more than one such Person,
"Trustee" as used with respect to the Debt Securities of any series shall mean
the Trustee with respect to the Debt Securities of that series.

         "Trust Officer" means any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.

         "United States" means the United States of America (including the
states thereof and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction.

         "U.S. Government Obligations" means direct obligations of the United
States of America, obligations on which the payment of principal and interest is
fully guaranteed by the United States of America or obligations or guarantees
for the payment of which the full faith and credit of the United States of
America is pledged.

         "Yield to Maturity" means the yield to maturity, calculated at the time
of issuance of a series of Debt Securities, or, if applicable, at the most
recent redetermination of interest on such series and calculated in accordance
with accepted financial practice.

         SECTION 1.02. OTHER DEFINITIONS.

<Table>
<Caption>
                        TERM                            DEFINED IN SECTION
                        ----                            ------------------
<S>                                                     <C>
              "Debt Security Register"                         2.07
                "Defaulted Interest"                           2.17
                 "Event of Default"                            6.01
                 "Place of Payment"                            2.03
                    "Registrar"                                2.07
                "Successor Company"                           10.01
</Table>


                                       11
<PAGE>

         SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

         All terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have
the meanings so assigned to them.

         SECTION 1.04. RULES OF CONSTRUCTION. Unless the context otherwise
requires:

         (a) a term has the meaning assigned to it;

         (b) an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;

         (c) "or" is not exclusive;

         (d) words in the singular include the plural, and in the plural include
the singular;

         (e) provisions apply to successive events and transactions; and

         (f) the principal amount of any noninterest bearing or other discount
security at any date shall be the principal amount thereof that would be shown
on a balance sheet of the issuer dated such date prepared in accordance with
GAAP.

                                   ARTICLE II
                                 DEBT SECURITIES

         SECTION 2.01. FORMS GENERALLY. The Debt Securities of each series shall
be in substantially the form established without the approval of any Holder by
or pursuant to a resolution of the Board of Directors 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 the Company
may deem appropriate (and, if not contained in a supplemental Indenture entered
into in accordance with Article IX, as are not prohibited by the provisions of
this Indenture) or as may be required or appropriate to comply with any law or
with any rules made pursuant thereto or with any rules of any securities
exchange on which such series of Debt Securities may be listed, or to conform to
general usage, or as may, consistently herewith, be determined by the officers
executing such Debt Securities as evidenced by their execution of the Debt
Securities.

         The definitive Debt Securities of each series 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 Debt Securities,
as evidenced by their execution of such Debt Securities.

         SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication on all Debt Securities authenticated by
the Trustee shall be in substantially the following form:


                                       12
<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                                       ------------------------
                                                       As Trustee

                                                       By:
                                                           --------------------
                                                           Authorized Signatory

         SECTION 2.03. PRINCIPAL AMOUNT; ISSUABLE IN SERIES. The aggregate
principal amount of Debt Securities which may be issued, executed,
authenticated, delivered and outstanding under this Indenture is unlimited.

         The Debt Securities may be issued in one or more series in fully
registered form. There shall be established, without the approval of any
Holders, in or pursuant to a resolution of the Board of Directors and set forth
in an Officers' Certificate, or established in one or more Indentures
supplemental hereto, prior to the issuance of Debt Securities of any series any
or all of the following:

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

         (b) any limit upon the aggregate principal amount of the Debt
Securities of the series which may be authenticated and delivered under this
Indenture (except for Debt Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Debt
Securities of the series pursuant to this Article II);

         (c) the date or dates on which the principal of and premium, if any, on
the Debt Securities of the series are payable;

         (d) the rate or rates (which may be fixed or variable) at which the
Debt Securities of the series shall bear interest, if any, or the method of
determining such rate or rates, the date or dates from which such interest shall
accrue, the interest payment dates on which such interest shall be payable, or
the method by which such date will be determined, the record dates for the
determination of Holders thereof to whom such interest is payable; and the basis
upon which interest will be calculated if other than that of a 360-day year of
twelve thirty-day months;

         (e) the place or places, if any, in addition to or instead of the
corporate trust office of the Trustee, where the principal of, and premium, if
any, and interest on, Debt Securities of the series shall be payable ("Place of
Payment");

         (f) the price or prices at which, the period or periods within which
and the terms and conditions upon which Debt Securities of the series may be
redeemed, in whole or in part, at the option of the Company or otherwise;

         (g) the terms, if any, upon which the Debt Securities of the series may
be convertible into or exchanged for capital stock (which may be represented by
depositary shares), other Debt Securities or



                                       13
<PAGE>

warrants for capital stock or Debt or other securities of any kind of the
Company or any other obligor and the terms and conditions upon which such
conversion or exchange shall be effected, including the initial conversion or
exchange price or rate, the conversion or exchange period and any other
provision in addition to or in lieu of those described herein;

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

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

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

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

         (l) any changes or additions to Article XI, including the addition of
additional covenants that may be subject to the covenant defeasance option
pursuant to Section 11.02(b);

         (m) if the Debt Securities of the series are entitled to the benefits
of any guarantees by any of the Subsidiaries of the Company;

         (n) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01 or
provable in bankruptcy pursuant to Section 6.02;

         (o) the terms, if any, of the transfer, mortgage, pledge or assignment
as security for the Debt Securities of the series of any properties, assets,
moneys, proceeds, securities or other collateral, including whether certain
provisions of the TIA are applicable and any corresponding changes to provisions
of this Indenture as currently in effect;

         (p) any addition to or change in the Events of Default with respect to
the Debt Securities of the series and any change in the right of the Trustee or
the Holders to declare the principal of, and premium and interest on, such Debt
Securities due and payable;

         (q) if the Debt Securities of the series shall be issued in whole or in
part in the form of a Global Security or Securities, the terms and conditions,
if any, upon which such Global Security or Securities may be exchanged in whole
or in part for other individual Debt Securities in definitive registered form;
and the Depositary for such Global Security or Securities and the form of any
legend or legends to be borne by any such Global Security or Securities in
addition to or in lieu of the legend referred to in Section 2.15(a);


                                       14
<PAGE>

         (r) any trustees, authenticating or paying agents, transfer agents or
registrars;

         (s) the applicability of, and any addition to or change in the
covenants and definitions currently set forth in this Indenture or in the terms
currently set forth in Article X, including conditioning any merger, conveyance,
transfer or lease permitted by Article X upon the satisfaction of any Debt
coverage standard by the Company and Successor Company (as defined in Article
X);

         (t) with regard to Debt Securities of the series that do not bear
interest, the dates for certain required reports to the Trustee; and

         (u) any other terms of the Debt Securities of the series (which terms
shall not be prohibited by the provisions of this Indenture).

         All Debt Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such resolution of the Board of Directors and as set forth in such Officers'
Certificate or in any such Indenture supplemental hereto.

         SECTION 2.04. EXECUTION OF DEBT SECURITIES. The Debt Securities shall
be signed on behalf of the Company by the Chairman of the Board, the President
or a Vice President of the Company and, if the seal of the Company is reproduced
thereon, it shall be attested by its Secretary, an Assistant Secretary, a
Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities
may be the manual or facsimile signatures of the present or any future such
authorized officers and may be imprinted or otherwise reproduced on the Debt
Securities. The seal of the Company, if any, may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced on the
Debt Securities.

         Only such Debt Securities as shall bear thereon a certificate of
authentication substantially in the form hereinbefore recited, signed manually
by the Trustee, shall be entitled to the benefits of this Indenture or be valid
or obligatory for any purpose. Such certificate by the Trustee upon any Debt
Security executed by the Company shall be conclusive evidence that the Debt
Security so authenticated has been duly authenticated and delivered hereunder.

         In case any officer of the Company who shall have signed any of the
Debt Securities shall cease to be such officer before the Debt Securities so
signed shall have been authenticated and delivered by the Trustee, or disposed
of by the Company, such Debt Securities nevertheless may be authenticated and
delivered or disposed of as though the Person who signed such Debt Securities
had not ceased to be such officer of the Company; and any Debt Security may be
signed on behalf of the Company by such Persons as, at the actual date of the
execution of such Debt Security, shall be the proper officers of the Company,
although at the date of such Debt Security or of the execution of this Indenture
any such Person was not such officer.

         SECTION 2.05. AUTHENTICATION AND DELIVERY OF DEBT SECURITIES. At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver to the Trustee for authentication Debt Securities of any
series executed by the Company, and the Trustee shall thereupon authenticate and
deliver said Debt Securities to or upon a Company Order. In authenticating such
Debt Securities, and accepting the additional responsibilities under this
Indenture in relation to such Debt Securities, the Trustee shall be entitled to
receive, and (subject to Section 7.01) shall be fully protected in relying upon:


                                       15
<PAGE>

         (a) a copy of any resolution or resolutions of the Board of Directors,
certified by the Secretary or Assistant Secretary of the Company, authorizing
the terms of issuance of any series of Debt Securities;

         (b) an executed supplemental Indenture, if any;

         (c) an Officers' Certificate; and

         (d) an Opinion of Counsel prepared in accordance with Section 13.05
which shall also state:

                  (i) that the form of such Debt Securities has been established
by or pursuant to a resolution of the Board of Directors or by a supplemental
Indenture as permitted by Section 2.01 in conformity with the provisions of this
Indenture;

                  (ii) that the terms of such Debt Securities have been
established by or pursuant to a resolution of the Board of Directors or by a
supplemental Indenture as permitted by Section 2.03 in conformity with the
provisions of this Indenture;

                  (iii) that such Debt Securities, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable in accordance with their
terms except as the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally and rights of acceleration and the availability of equitable remedies
may be limited by equitable principles of general applicability;

                  (iv) that the Company has the corporate power to issue such
Debt Securities and has duly taken all necessary corporate action with respect
to such issuance;

                  (v) that the issuance of such Debt Securities will not
contravene the organizational documents of the Company or result in any material
violation of any of the terms or provisions of any law or regulation or of any
material indenture, mortgage or other agreement known to such counsel by which
the Company is bound;

                  (vi) that authentication and delivery of such Debt Securities
and the execution and delivery of any supplemental Indenture will not violate
the terms of this Indenture; and

                  (vii) such other matters as the Trustee may reasonably
request.

         Such Opinion of Counsel need express no opinion as to whether a court
in the United States would render a money judgment in a currency other than that
of the United States.

         The Trustee shall have the right to decline to authenticate and deliver
any Debt Securities under this Section 2.05 if the Trustee, being advised by
counsel, determines that 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 officers (or any combination thereof)
shall determine that such action would expose the Trustee to personal liability
to existing Holders.

         The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate Debt Securities of any series. Unless limited by
the terms of such appointment, an authenticating agent may authenticate Debt
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating


                                       16
<PAGE>


agent has the same rights as any Registrar, paying agent or agent for service of
notices and demands. Unless otherwise provided in the form of Debt Security for
any series, each Debt Security shall be dated the date of its authentication.

         SECTION 2.06. DENOMINATION OF DEBT SECURITIES. Unless otherwise
provided in the form of Debt Security for any series, the Debt Securities of
each series shall be issuable only as fully registered Debt Securities in such
Dollar denominations as shall be specified or contemplated by Section 2.03. In
the absence of any such specification with respect to the Debt Securities of any
series, the Debt Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.

         SECTION 2.07. REGISTRATION OF TRANSFER AND EXCHANGE.

         (a) The Company shall keep or cause to be kept a register for each
series of Debt Securities issued hereunder (hereinafter collectively referred to
as the "Debt Security Register"), in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of all Debt Securities and the transfer of Debt Securities as in this Article II
provided. At all reasonable times the Debt Security Register shall be open for
inspection by the Trustee. Subject to Section 2.15, upon due presentment for
registration of transfer of any Debt Security at any office or agency to be
maintained by the Company in accordance with the provisions of Section 4.02, the
Company shall execute and the Trustee shall authenticate and deliver in the name
of the transferee or transferees a new Debt Security or Debt Securities of
authorized denominations for a like aggregate principal amount. In no event may
Debt Securities be issued as, or exchanged for, bearer securities.

         Unless and until otherwise determined by the Company by resolution of
the Board of Directors, the Debt Security Register shall be kept at the
principal corporate trust office of the Trustee and, for this purpose, the
Trustee shall be designated "Registrar."

         Debt Securities of any series (other than a Global Security, except as
set forth below) may be exchanged for a like aggregate principal amount of Debt
Securities of the same series of other authorized denominations. Subject to
Section 2.15, Debt Securities to be exchanged shall be surrendered at the office
or agency to be maintained by the Company as provided in Section 4.02, and the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor the Debt Security or Debt Securities which the Holder making the
exchange shall be entitled to receive.

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

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

         No service charge shall be made for any exchange or registration of
transfer of Debt Securities (except as provided by Section 2.09), but the
Company may require payment of a sum sufficient to cover any tax, fee,
assessment or other governmental charge that may be imposed in relation thereto,
other than those expressly provided in this Indenture to be made at the
Company's own expense or without expense or without charge to the Holders.

         The Company shall not be required (i) to issue, register the transfer
of or exchange any Debt Securities for a period of 15 days next preceding any
mailing of notice of redemption of Debt Securities


                                       17
<PAGE>


of such series or (ii) to register the transfer of or exchange any Debt
Securities selected, called or being called for redemption.

         Prior to the due presentation for registration of transfer of any Debt
Security, the Company, the Trustee, any paying agent or any Registrar may deem
and treat the Person in whose name a Debt Security is registered as the absolute
owner of such Debt Security for the purpose of receiving payment of or on
account of the principal of, and premium, if any, and (subject to Section 2.12)
interest on, such Debt Security and for all other purposes whatsoever, whether
or not such Debt Security is overdue, and none of the Company, the Trustee, any
paying agent or any Registrar shall be affected by notice to the contrary.

         None of the Company, the Trustee, any agent of the Trustee, any paying
agent or any Registrar will have any responsibility or liability for (i) any
aspect of the records relating to, or payments made on account of, beneficial
ownership interests of a Global Security, (ii) maintaining, supervising or
reviewing any records relating to such beneficial ownership interests, (iii) any
failure of the Depositary for such Global Security to process any notices to
Holders required or permitted hereunder, (iv) any selection of beneficial
ownership interests to be redeemed in connection with any redemption hereunder,
or (v) any other action taken by such Depositary for or on behalf of the owners
of such beneficial interests.

         SECTION 2.08. TEMPORARY DEBT SECURITIES. Pending the preparation of
definitive Debt Securities of any series, the Company may execute and the
Trustee shall authenticate and deliver temporary Debt Securities (printed,
lithographed, photocopied, typewritten or otherwise produced) of any authorized
denomination, and substantially in the form of the definitive Debt Securities in
lieu of which they are issued, in registered form with such omissions,
insertions and variations as may be appropriate for temporary Debt Securities,
all as may be determined by the Company with the concurrence of the Trustee.
Temporary Debt Securities may contain such reference to any provisions of this
Indenture as may be appropriate. Every temporary Debt Security shall be executed
by the Company and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive Debt
Securities.

         If temporary Debt Securities of any series are issued, the Company will
cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series upon surrender of the temporary Debt
Securities of such series at the office or agency of the Company at a Place of
Payment for such series, without charge to the Holder thereof, except as
provided in Section 2.07 in connection with a transfer. Upon surrender for
cancellation of any one or more temporary Debt Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Debt Securities of the same
series of authorized denominations and of like tenor. Until so exchanged,
temporary Debt Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Debt Securities of such series.

         Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security or for the individual Debt Securities represented
thereby pursuant to Section 2.07 or this Section 2.08, the temporary Global
Security shall be endorsed by the Trustee to reflect the reduction of the
principal amount evidenced thereby, whereupon the principal amount of such
temporary Global Security shall be reduced for all purposes by the amount to be
exchanged and endorsed.

         SECTION 2.09. MUTILATED, DESTROYED, LOST OR STOLEN DEBT SECURITIES. If
(a) any mutilated Debt Security is surrendered to the Trustee at its corporate
trust office or (b) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Debt Security, and there
is delivered to the Company and the Trustee such security or indemnity as may be
required by them to save


                                       18
<PAGE>


each of them and any paying agent harmless, and neither the Company nor the
Trustee receives notice that such Debt Security has been acquired by a bona fide
purchaser, then the Company shall execute and, upon a Company Order, the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Debt Security, a new Debt Security of the
same series of like tenor, form, terms and principal amount, bearing a number
not contemporaneously Outstanding. Upon the issuance of any substituted Debt
Security, the Company or the Trustee may require the payment of a sum sufficient
to cover any tax, fee, assessment or other governmental charge that may be
imposed in relation thereto and any other expenses connected therewith. In case
any Debt Security which has matured or is about to mature or which has been
called for redemption shall become mutilated or be destroyed, lost or stolen,
the Company may, instead of issuing a substituted Debt Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Debt Security) if the applicant for such payment shall furnish
the Company and the Trustee with such security or indemnity as either may
require to save it harmless from all risk, however remote, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Debt Security and of the
ownership thereof.

         Every substituted Debt Security of any series issued pursuant to the
provisions of this Section 2.09 by virtue of the fact that any Debt Security is
destroyed, lost or stolen shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Debt
Security shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Debt
Securities of that series duly issued hereunder. All Debt Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Debt Securities, and shall preclude any and all other rights or
remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

         SECTION 2.10. CANCELLATION OF SURRENDERED DEBT SECURITIES. All Debt
Securities surrendered for payment, redemption, registration of transfer or
exchange shall, if surrendered to the Company or any paying agent or a
Registrar, be delivered to the Trustee for cancellation by it, or if surrendered
to the Trustee, shall be canceled by it, and no Debt Securities shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this
Indenture. All canceled Debt Securities held by the Trustee shall be destroyed
(subject to the record retention requirements of the Exchange Act) and, upon
request, a certification of their destruction shall be delivered to the Company.
On request of the Company, the Trustee shall deliver to the Company canceled
Debt Securities held by the Trustee. If the Company shall acquire any of the
Debt Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the Debt represented thereby unless and until the same are
delivered or surrendered to the Trustee for cancellation. The Company may not
issue new Debt Securities to replace Debt Securities it has redeemed, paid or
delivered to the Trustee for cancellation.

         SECTION 2.11. PROVISIONS OF THE INDENTURE AND DEBT SECURITIES FOR THE
SOLE BENEFIT OF THE PARTIES AND THE HOLDERS. Nothing in this Indenture or in the
Debt Securities, expressed or implied, shall give or be construed to give to any
Person, other than the parties hereto, any other Persons indemnified pursuant to
Section 7.06, the Holders or any Registrar or paying agent, any legal or
equitable right, remedy or claim under or in respect of this Indenture, or under
any covenant, condition or provision herein contained; all its covenants,
conditions and provisions being for the sole benefit of the parties hereto, any
such indemnified Persons, the Holders and any Registrar and paying agents.


                                       19
<PAGE>


         SECTION 2.12. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

         (a) Interest on any Debt Security that is payable and is punctually
paid or duly provided for on any interest payment date shall be paid to the
Person in whose name such Debt Security is registered at the close of business
on the regular record date for such interest notwithstanding the cancellation of
such Debt Security upon any transfer or exchange subsequent to the regular
record date. Payment of interest on Debt Securities shall be made at the
corporate trust office of the Trustee (except as otherwise specified pursuant to
Section 2.03), or at the option of the Company, by check mailed to the address
of the Person entitled thereto as such address shall appear in the Debt Security
Register or, if provided pursuant to Section 2.03 and in accordance with
arrangements satisfactory to the Trustee, at the option of the Holder by wire
transfer to an account designated by the Holder.

         (b) Subject to the foregoing provisions of this Section 2.12 and
Section 2.17, each Debt Security of a particular series delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Debt Security of the same series shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Debt
Security.

         SECTION 2.13. SECURITIES DENOMINATED IN DOLLARS. Except as otherwise
specified pursuant to Section 2.03 for Debt Securities of any series, payment of
the principal of, and premium, if any, and interest on, Debt Securities of such
series will be made in Dollars.

         SECTION 2.14. WIRE TRANSFERS. Notwithstanding any other provision to
the contrary in this Indenture, the Company may make any payment of moneys
required to be deposited with the Trustee on account of principal of, or
premium, if any, or interest on, the Debt Securities (whether pursuant to
optional or mandatory redemption payments, interest payments or otherwise) by
wire transfer in immediately available funds to an account designated by the
Trustee before           , California time, on the date such moneys are to be
paid to the Holders of the Debt Securities in accordance with the terms hereof.

         SECTION 2.15. SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY.

         (a) If the Company shall establish pursuant to Sections 2.01 and 2.03
that the Debt Securities of a particular series are to be issued in whole or in
part in the form of one or more Global Securities, then the Company shall
execute and the Trustee or its agent shall, in accordance with Section 2.05,
authenticate and deliver, such Global Security or Securities, which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Outstanding Debt Securities of such series to be
represented by such Global Security or Securities, or such portion thereof as
the Company shall specify in an Officers' Certificate, shall be registered in
the name of the Depositary for such Global Security or Securities or its
nominee, shall be delivered by the Trustee or its agent to the Depositary or
pursuant to the Depositary's instruction and shall bear a legend substantially
to the following effect:

         "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY


                                       20
<PAGE>


OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO HEREIN,"

or such other legend as may then be required by the Depositary for such Global
Security or Securities.

         (b) Notwithstanding any other provision of this Section 2.15 or of
Section 2.07 to the contrary, and subject to the provisions of paragraph (c)
below, unless the terms of a Global Security expressly permit such Global
Security to be exchanged in whole or in part for definitive Debt Securities in
registered form, a Global Security may be transferred, in whole but not in part
and in the manner provided in Section 2.07, only by the Depositary to a nominee
of the Depositary for such Global Security, or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary, or by the Depositary or a
nominee of the Depositary to a successor Depositary for such Global Security
selected or approved by the Company, or to a nominee of such successor
Depositary.

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

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

                  (iii) If specified by the Company pursuant to Sections 2.01
and 2.03 with respect to Debt Securities issued or issuable in the form of a
Global Security, the Depositary for such Global Security may surrender such
Global Security in exchange in whole or in part for individual Debt Securities
of such series of like tenor and terms in definitive form on such terms as are
acceptable to the Company, the Trustee and such Depositary. Thereupon the
Company shall execute, and the Trustee or its agent upon receipt of a Company
Order for the authentication and delivery of definitive Debt Securities of such
series shall authenticate and deliver, without service charge, to each Person
specified by such Depositary a new Debt Security or Securities of the same
series of like tenor and terms and of any authorized denomination as requested
by such Person in aggregate principal amount equal to and in


                                       21
<PAGE>


exchange for such Person's beneficial interest in the Global Security; and 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
Debt Securities delivered to Holders thereof.

                  (iv) In any exchange provided for in any of the preceding
three paragraphs, the Company will execute and the Trustee or its agent will
authenticate and deliver individual Debt Securities. Upon the exchange of the
entire principal amount of a Global Security for individual Debt Securities,
such Global Security shall be canceled by the Trustee or its agent. Except as
provided in the preceding paragraph, Debt Securities issued in exchange for a
Global Security pursuant to this Section 2.15 shall be registered in such names
and in such authorized denominations as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee or the Registrar. The Trustee or the Registrar shall
deliver such Debt Securities to the Persons in whose names such Debt Securities
are so registered.

                  (v) Payments in respect of the principal of and interest on
any Debt Securities issued in the form of a Global Security and registered in
the name of the Depositary or its nominee will be payable to the Depositary or
such nominee in its capacity as the registered owner of such Global Security.
The Company and the Trustee may treat the Person in whose name the Debt
Securities, including the Global Security, are registered as the owner thereof
for the purpose of receiving such payments and for any and all other purposes
whatsoever. None of the Company, the Trustee, any Registrar, the paying agent or
any agent of the Company or the Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of the beneficial ownership interests of the Global Security by the Depositary
or its nominee or any of the Depositary's direct or indirect participants, or
for maintaining, supervising or reviewing any records of the Depositary, its
nominee or any of its direct or indirect participants relating to the beneficial
ownership interests of the Global Security, the payments to the beneficial
owners of the Global Security of amounts paid to the Depositary or its nominee,
or any other matter relating to the actions and practices of the Depositary, its
nominee or any of its direct or indirect participants. None of the Company, the
Trustee or any such agent will be liable for any delay by the Depositary, its
nominee, or any of its direct or indirect participants in identifying the
beneficial owners of the Debt Securities, and the Company and the Trustee may
conclusively rely on, and will be protected in relying on, instructions from the
Depositary or its nominee for all purposes (including with respect to the
registration and delivery, and the respective principal amounts, of the Debt
Securities to be issued).

         SECTION 2.16. MEDIUM TERM SECURITIES. Notwithstanding any contrary
provision herein, if all Debt Securities of a series are not to be originally
issued at one time, it shall not be necessary for the Company to deliver to the
Trustee an Officers' Certificate, resolutions of the Board of Directors,
supplemental Indenture, Opinion of Counsel or written order or any other
document otherwise required pursuant to Section 2.01, 2.03, 2.05 or 13.05 at or
prior to the time of authentication of each Debt Security of such series if such
documents are delivered to the Trustee or its agent at or prior to the
authentication upon original issuance of the first such Debt Security of such
series to be issued; provided, that any subsequent request by the Company to the
Trustee to authenticate Debt Securities of such series upon original issuance
shall constitute a representation and warranty by the Company that, as of the
date of such request, the statements made in the Officers' Certificate delivered
pursuant to Section 2.05 or 13.05 shall be true and correct as if made on such
date and that the Opinion of Counsel delivered at or prior to such time of
authentication of an original issuance of Debt Securities shall specifically
state that it shall relate to all subsequent issuances of Debt Securities of
such series that are identical to the Debt Securities issued in the first
issuance of Debt Securities of such series. A Company Order delivered by the
Company to the Trustee in the circumstances set forth in the preceding
paragraph, may provide that Debt Securities which are the subject thereof will
be authenticated and delivered by the Trustee or its agent on


                                       22
<PAGE>


original issue from time to time upon the telephonic or written order of Persons
designated in such written order (any such telephonic instructions to be
promptly confirmed in writing by such Person) and that such Persons are
authorized to determine, consistent with the Officers' Certificate, supplemental
Indenture or resolution of the Board of Directors relating to such written
order, such terms and conditions of such Debt Securities as are specified in
such Officers' Certificate, supplemental Indenture or such resolution.

         SECTION 2.17. DEFAULTED INTEREST. Any interest on any Debt Security of
a particular series which is payable, but is not punctually paid or duly
provided for, on the dates and in the manner provided in the Debt Securities of
such series and in this Indenture (herein called "Defaulted Interest") shall
forthwith cease to be payable to the Holder thereof on the relevant 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 (i) or (ii)
below:

                  (i) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Debt Securities of such series are
registered at the close of business on a special record date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Debt Security of such series and the date of
the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided. Thereupon the Trustee
shall fix a special record date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such special record date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the special record date therefor to be mailed, first class postage pre-paid,
to each Holder thereof at its address as it appears in the Debt Security
Register, not less than 10 days prior to such special record date. Notice of the
proposed payment of such Defaulted Interest and the special record date therefor
having been so mailed, such Defaulted Interest shall be paid to the Persons in
whose names the Debt Securities of such series are registered at the close of
business on such special record date.

                  (ii) The Company may make payment of any Defaulted Interest on
the Debt Securities of such series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Debt Securities of
such series 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.

         SECTION 2.18. CUSIP AND CORRESPONDING "ISIN" NUMBERS. The Company in
issuing the Debt Securities may use "CUSIP" and Corresponding "ISIN" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" and
corresponding "ISIN" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the accuracy of such numbers either as printed on the Debt Securities or
as contained in any notice of a redemption and that reliance may be placed only
on the other identification numbers printed on the Debt Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee in writing of any change in the
"CUSIP" or "ISIN" numbers.


                                       23
<PAGE>


                                   ARTICLE III
                          REDEMPTION OF DEBT SECURITIES

         SECTION 3.01. APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to the Debt Securities of any series which are redeemable
before their Stated Maturity except as otherwise specified as contemplated by
Section 2.03 for Debt Securities of such series.

         SECTION 3.02. NOTICE OF REDEMPTION; SELECTION OF DEBT SECURITIES. In
case the Company shall desire to exercise the right to redeem all or, as the
case may be, any part of the Debt Securities of any series in accordance with
their terms, by resolution of the Board of Directors or a supplemental
Indenture, the Company shall fix a date for redemption and shall give notice of
such redemption at least 30 and not more than 60 days prior to the date fixed
for redemption to the Holders of Debt Securities of such series so to be
redeemed as a whole or in part, in the manner provided in Section 13.03. The
notice if given in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice. In any
case, failure to give such notice or any defect in the notice to the Holder of
any Debt Security of a series designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any other
Debt Security of such series.

         Each such notice of redemption shall specify the (i) Redemption Date,
(ii) the redemption price at which Debt Securities of such series are to be
redeemed (or the method of calculating such redemption price), (iii) the Place
or Places of Payment that payment will be made upon presentation and surrender
of such Debt Securities, (iv) that any interest accrued to the Redemption Date
will be paid as specified in said notice, (v) that the redemption is for a
sinking fund payment (if applicable), (vi) that, unless otherwise specified in
such notice, if the Company defaults in making such redemption payment, the
paying agent is prohibited from making such payment pursuant to the terms of
this Indenture, (vii) that on and after said date any interest thereon or on the
portions thereof to be redeemed will cease to accrue, (viii) that in the case of
Original Issue Discount Securities original issue discount accrued after the
Redemption Date will cease to accrue, (ix) the provisions of the Debt Securities
of that series pursuant to which the Debt Securities of that series are being
redeemed and (x) that no representation is made as to the correctness or
accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed
on the Debt Securities of that series. If less than all the Debt Securities of a
series are to be redeemed at any time the notice of redemption shall specify the
certificate numbers of the Debt Securities of that series to be redeemed. In
case any Debt Security of a series is to be redeemed in part only, the notice of
redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the Redemption Date, upon surrender
of such Debt Security, a new Debt Security or Debt Securities of that series in
principal amount equal to the unredeemed portion thereof, will be issued.

         At least five days but not more than 60 days before the giving of any
notice of redemption, unless the Trustee consents to a shorter period, the
Company shall give written notice to the Trustee of the Redemption Date, the
principal amount of Debt Securities to be redeemed and the series and terms of
the Debt Securities pursuant to which such redemption will occur. Such notice
shall be accompanied by an Officers' Certificate and an Opinion of Counsel from
the Company to the effect that such redemption will comply with the conditions
herein, and such notice may be revoked at any time prior to the giving of a
notice of redemption to the Holders pursuant to this Section 3.02. If fewer than
all the Debt Securities of a series are to be redeemed, the record date relating
to such redemption shall be selected by the Company and given in writing to the
Trustee, which record date shall be not less than three days after the date of
notice to the Trustee.

         By        , California time, on the Redemption Date for any Debt
Securities, 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) an amount of money in Dollars (except as provided pursuant to Section



                                       24
<PAGE>


2.03) sufficient to pay the redemption price of such Debt Securities or any
portions thereof that are to be redeemed on that date, together with any
interest accrued to the Redemption Date.

         If less than all the Debt Securities of like tenor and terms of a
series are to be redeemed (other than pursuant to mandatory sinking fund
redemptions) the Trustee shall select, on a pro rata basis, by lot or by such
other method as in its sole discretion it shall deem appropriate and fair, the
Debt Securities of that series or portions thereof (in multiples of $1,000) to
be redeemed. In any case where more than one Debt Security of such series is
registered in the same name, the Trustee in its discretion may treat the
aggregate principal amount so registered as if it were represented by one Debt
Security of such series. The Trustee shall promptly notify the Company in
writing of the Debt Securities selected for redemption and, in the case of any
Debt Securities selected for partial redemption, the principal amount thereof to
be redeemed. If any Debt Security called for redemption shall not be so paid
upon surrender thereof on such Redemption Date, the principal, premium, if any,
and interest shall bear interest until paid from the Redemption Date at the rate
borne by the Debt Securities of that series. If less than all the Debt
Securities of unlike tenor and terms of a series are to be redeemed, the
particular Debt Securities to be redeemed shall be selected by the Company.
Provisions of this Indenture that apply to Debt Securities called for redemption
also apply to portions of Debt Securities called for redemption.

         SECTION 3.03. PAYMENT OF DEBT SECURITIES CALLED FOR REDEMPTION. If
notice of redemption has been given as provided in Section 3.02, the Debt
Securities or portions of Debt Securities of the series with respect to which
such notice has been given shall become due and payable on the date and at the
Place or Places of Payment stated in such notice at the applicable redemption
price, together with any interest accrued to the Redemption Date, and on and
after said date (unless the Company shall default in the payment of such Debt
Securities at the applicable redemption price, together with any interest
accrued to said date) any interest on the Debt Securities or portions of Debt
Securities of any series so called for redemption shall cease to accrue, and any
original issue discount in the case of Original Issue Discount Securities shall
cease to accrue. On presentation and surrender of such Debt Securities at the
Place or Places of Payment in said notice specified, the said Debt Securities or
the specified portions thereof shall be paid and redeemed by the Company at the
applicable redemption price, together with any interest accrued thereon to the
Redemption Date.

         Any Debt Security that is to be redeemed only in part shall be
surrendered at the Place of Payment with, if the Company, the Registrar or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company, the Registrar and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing, and the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Debt Security without service charge, a new Debt Security or Debt
Securities of the same series, of like tenor and form, 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 Debt Security
so surrendered; except that if a Global Security is so surrendered, the Company
shall execute, and the Trustee shall authenticate and deliver to the Depositary
for such Global Security, without service charge, a new Global Security in a
denomination equal to and in exchange for the unredeemed portion of the
principal of the Global Security so surrendered. In the case of a Debt Security
providing appropriate space for such notation, at the option of the Holder
thereof, the Trustee, in lieu of delivering a new Debt Security or Debt
Securities as aforesaid, may make a notation on such Debt Security of the
payment of the redeemed portion thereof.

         SECTION 3.04. MANDATORY AND OPTIONAL SINKING FUNDS. The minimum amount
of any sinking fund payment provided for by the terms of Debt Securities of any
series, resolution of the Board of Directors or a supplemental Indenture 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 Debt Securities of
any


                                       25
<PAGE>


series, resolution of the Board of Directors or a supplemental Indenture is
herein referred to as an "optional sinking fund payment."

         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Debt Securities of a series in cash, the Company may at its
option (a) deliver to the Trustee Debt Securities of that series theretofore
purchased or otherwise acquired by the Company or (b) receive credit for the
principal amount of Debt Securities of that series which have been redeemed
either at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, resolution or
supplemental Indenture; provided, that such Debt Securities have not been
previously so credited. Such Debt Securities shall be received and credited for
such purpose by the Trustee at the redemption price specified in such Debt
Securities, resolution or supplemental Indenture for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.

         SECTION 3.05. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND. Not less
than 60 days prior to each sinking fund payment date for any series of Debt
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, any resolution or supplemental Indenture,
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
Debt Securities of that series pursuant to this Section 3.05 (which Debt
Securities, if not previously redeemed, will accompany such certificate) and
whether the Company intends to exercise its right to make any permitted optional
sinking fund payment with respect to such series. Such certificate shall also
state that no Event of Default has occurred and is continuing with respect to
such series. Such certificate shall be irrevocable and upon its delivery the
Company shall be obligated to make the cash payment or payments therein referred
to, if any, by     , California time, on the next succeeding sinking fund
payment date. Failure of the Company to deliver such certificate (or to deliver
the Debt Securities specified in this paragraph) shall not constitute a Default,
but such failure shall require that the sinking fund payment due on the next
succeeding sinking fund payment date for that series shall be paid entirely in
cash and shall be sufficient to redeem the principal amount of such Debt
Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Debt Securities as provided in this Section 3.05 and without
the right to make any optional sinking fund payment, if any, with respect to
such series.

         Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed $100,000 (or a lesser sum if the Company shall so
request) with respect to the Debt Securities of any particular series shall be
applied by the Trustee on the sinking fund payment date on which such payment is
made (or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date following the date of such payment) to the redemption
of such Debt Securities at the redemption price specified in such Debt
Securities, resolution or supplemental Indenture for operation of the sinking
fund together with any accrued interest to the date fixed for redemption. Any
sinking fund moneys not so applied or allocated by the Trustee to the redemption
of Debt Securities shall be added to the next cash sinking fund payment received
by the Trustee for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section 3.05. Any and all sinking fund
moneys with respect to the Debt Securities of any particular series held by the
Trustee on the last sinking fund payment date with respect to Debt Securities of
such series and not held for the payment or redemption of particular Debt
Securities shall be applied by the Trustee, together with other moneys, if
necessary, to be deposited sufficient for the purpose, to the payment of the
principal of the Debt Securities of that series at its Stated Maturity.


                                       26
<PAGE>

         The Trustee shall select the Debt Securities to be redeemed upon such
sinking fund payment date in the manner specified in the last paragraph of
Section 3.02, and the Company shall cause notice of the redemption thereof to be
given in the manner provided in Section 3.02 except that the notice of
redemption shall also state that the Debt Securities are being redeemed by
operation of the sinking fund. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Section 3.03.

         The Trustee shall not redeem any Debt Securities of a series with
sinking fund moneys or mail any notice of redemption of such Debt Securities by
operation of the sinking fund for such series during the continuance of a
Default in payment of interest on such Debt Securities or of any Event of
Default (other than an Event of Default occurring as a consequence of this
paragraph) with respect to such Debt Securities, except that if the notice of
redemption of any such Debt Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee shall redeem such Debt
Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article III.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such Default or Event of Default shall occur and any moneys thereafter
paid into such sinking fund shall, during the continuance of such Default or
Event of Default, be held as security for the payment of such Debt Securities;
provided, however, that in case such Default or Event of Default or Default
shall have been cured or waived as provided herein, such moneys shall thereafter
be applied on the next sinking fund payment date for such Debt Securities on
which such moneys may be applied pursuant to the provisions of this Section
3.05.

                                   ARTICLE IV
                       PARTICULAR COVENANTS OF THE COMPANY

         SECTION 4.01. PAYMENT OF PRINCIPAL OF, AND PREMIUM, IF ANY, AND
INTEREST ON, DEBT SECURITIES. The Company shall pay the principal of, premium,
if any, and interest on, each series of Debt Securities at the respective times
and places and in the manner provided in the Debt Securities or this Indenture.
Each installment of interest on the Debt Securities (other than Debt Securities
represented by a Global Security) may at the Company's option be paid by mailing
checks for such interest payable to the Person entitled thereto pursuant to
Section 2.07(a) to the address of such Person as it appears on the Debt Security
Register.

         Principal of and any premium and interest on Debt Securities of any
series shall be considered paid on the date due if, by     , California
time, on such date the Trustee or any paying agent holds in accordance with this
Indenture money sufficient to pay in Dollars all principal, premium and interest
then due.

         The Company shall pay interest on overdue principal or premium, if any,
at the rate specified therefor in the Debt Securities; and it shall pay interest
on overdue installments of interest at the same rate to the extent lawful.

         SECTION 4.02. MAINTENANCE OF OFFICES OR AGENCIES FOR REGISTRATION OF
TRANSFER, EXCHANGE AND PAYMENT OF DEBT SECURITIES. The Company will maintain in
                                              , an office or agency where any
series of Debt Securities may be presented for payment, and it shall also
maintain (in or outside                                               ) an
office or agency where any series of Debt Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Debt Securities and this Indenture may be served.
The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such


                                       27
<PAGE>


presentations, surrenders, notices and demands may be made or served at the
office of the Trustee where its corporate trust business is principally
administered in the United States, and the Company hereby appoints the Trustee
as its agent to receive all such presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies where a series of Debt Securities may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in
                                              , for payment 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 4.03. APPOINTMENT TO FILL A VACANCY IN THE OFFICE OF TRUSTEE.
The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.08, a Trustee, so
that there shall at all times be a Trustee hereunder with respect to each series
of Debt Securities.

         SECTION 4.04. DUTIES OF PAYING AGENTS, ETC. The Company shall cause
each paying agent, if any, other than the Trustee, to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 4.04,

                  (i) that it will hold all sums held by it as such agent for
the payment of the principal of, and premium, if any, or interest on, the Debt
Securities of any series (whether such sums have been paid to it by the Company
or by any other obligor on the Debt Securities of such series) in trust for the
benefit of the Holders of the Debt Securities of such series;

                  (ii) that it will give the Trustee notice of any failure by
the Company (or by any other obligor on the Debt Securities of such series) to
make any payment of the principal of, and premium, if any, or interest on, the
Debt Securities of such series when the same shall be due and payable; and

                  (iii) that it will at any time during the continuance of an
Event of Default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held by it as such agent.

         (b) If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of, and premium, if any, or interest on,
the Debt Securities of any series, set aside, segregate and hold in trust for
the benefit of the Holders of the Debt Securities of such series a sum
sufficient to pay such principal, premium, if any, or interest so becoming due.
The Company will promptly notify the Trustee of any failure by the Company to
take such action or the failure by any other obligor on such Debt Securities to
make any payment of the principal of, and premium, if any, or interest on, such
Debt Securities when the same shall be due and payable.

         (c) Anything in this Section 4.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it or any paying agent, as required by
this Section 4.04, 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.

         (d) Whenever the Company shall have one or more paying agents with
respect to any series of Debt Securities, it will, prior to each due date of the
principal of, and premium, if any, or interest on, any Debt Securities of such
series, deposit with any such paying agent a sum sufficient to pay the
principal, premium or interest so becoming due, such sum to be held in trust for
the benefit of the Persons


                                       28
<PAGE>


entitled thereto, and (unless any such paying agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.

         (e) Anything in this Section 4.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 4.04 is subject to
the provisions of Section 11.05.

         SECTION 4.05. SEC REPORTS; FINANCIAL STATEMENTS.

         (a) For so long as any series of Debt Securities is Outstanding, the
Company, within 15 days after it files the same with the SEC, shall file with
the Trustee, copies of the annual reports and the information, documents and
other reports (or copies of such portions of any of the foregoing as the SEC may
by rules and regulations prescribe) that the Company is required to file with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If the Company is
not subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall file with the Trustee within 15 days after it would have
been required to file the same with the SEC and provide Holders with such annual
reports and such information, documents and other reports comparable to what the
Company would have been required to file with the SEC had it been subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act. The Company
shall also comply with the provisions of TIA Section 314(a).

         (b) The Company may request the Trustee on behalf of the Company at the
Company's expense to mail the foregoing to Holders. In such case, the Company
shall provide the Trustee with a sufficient number of copies of all reports and
other documents and information that the Trustee may be required to deliver to
Holders under this Section.

         SECTION 4.06. COMPLIANCE CERTIFICATE.

         (a) The Company shall, so long as any series of Debt Securities is
Outstanding, deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company, an Officers' Certificate stating that a review of
the activities of the Company and the Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that, to the best of such Officer's knowledge, the
Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any such covenants (or, if a Default or Event of Default shall
have occurred during such fiscal year, describing all such Defaults or Events of
Default of which such Officer may have knowledge and the status thereof). Such
Officers' Certificate shall comply with TIA Section 314(a)(4).

         (b) The Company shall, so long as any series of Debt Securities is
Outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of
any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what curative action the Company proposes to
take with respect thereto.

         SECTION 4.07. FURTHER INSTRUMENTS AND ACTS. The Company will, upon
request of the Trustee, execute and deliver such further instruments and do such
further acts as may reasonably be necessary or proper to carry out more
effectually the purposes of this Indenture.

         SECTION 4.08. EXISTENCE. Except as permitted by Article X hereof, the
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and all rights (charter and
statutory) and franchises of the Company; provided, that the Company shall not
be required to preserve any such right or franchise, if the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company.


                                       29
<PAGE>


         SECTION 4.09. MAINTENANCE OF PROPERTIES. The Company shall cause all
properties used or held for use in the conduct of its business or the business
of any of its Subsidiaries to be maintained and kept in good condition, repair
and working order (reasonable wear and tear excepted) and supplied with all
necessary equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any such property, or disposing of
it, if such discontinuance or disposal is, in the judgment of the Company,
desirable in the conduct of its business or the business of any such Subsidiary.

         SECTION 4.10. PAYMENT OF TAXES AND OTHER CLAIMS. The Company shall pay
or discharge or cause to be paid or discharged, before the same shall become
delinquent, (a) all taxes, assessments and governmental charges levied or
imposed upon the Company or any of its Subsidiaries or upon the income, profits
or property of the Company or any of its Subsidiaries and (b) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a Lien
upon the property of the Company or any of its Subsidiaries; 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 whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

         SECTION 4.11. WAIVER OF CERTAIN COVENANTS. The Company may, with
respect to the Debt Securities of any series, omit in any particular instance to
comply with any covenant set forth in this Article IV (except Sections 4.01
through 4.08) or made applicable to such series pursuant to Section 2.03 if,
before or after the time for such compliance, the Holders of at least a majority
in principal amount of the Outstanding Debt Securities of each series affected,
waive such compliance in such instance with such covenant, but no such waiver
shall extend to or affect such covenant except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such shall remain in
full force and effect.

         SECTION 4.12. WAIVER OF STAY, EXTENSION OR USURY LAWS. The Company
covenants (to the extent that each may lawfully do so) that it will not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay, extension, or usury law or other law, which would
prohibit or forgive the Company from paying all or any portion of the principal
of, premium, if any, or interest on any series of Debt Securities as
contemplated herein and by the terms of such Debt Securities, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so) of
the Company hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                    ARTICLE V
                    HOLDERS' LISTS AND REPORTS BY THE TRUSTEE

         SECTION 5.01. COMPANY TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
ADDRESSES OF HOLDERS; PRESERVATION OF INFORMATION. The Company covenants and
agrees that it will furnish or cause to be furnished to the Trustee with respect
to the Debt Securities of each series:

         (a) not more than 10 days after each record date with respect to the
payment of interest, if any, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of such record date, and


                                       30
<PAGE>

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

provided, however, that so long as the Trustee shall be the Registrar, such
lists shall not be required to be furnished.

         The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders (i)
contained in the most recent list furnished to it as provided in this Section
5.01 or (ii) received by it in the capacity of paying agent or Registrar (if so
acting) hereunder.

         The Trustee may destroy any list furnished to it as provided in this
Section 5.01 upon receipt of a new list so furnished.

         SECTION 5.02. COMMUNICATIONS TO HOLDERS. Holders may communicate
pursuant to Section 312(b) of the TIA with other Holders with respect to their
rights under this Indenture or the Debt Securities. The Company, the Trustee,
the Registrar and anyone else shall have the protection of Section 312(c) of the
TIA.

         SECTION 5.03. REPORTS BY TRUSTEE. Within 60 days after each January 31,
beginning with the first January 31 following the date of this Indenture, and in
any event on or before April 1 in each year, the Trustee shall mail to Holders a
brief report dated as of such January 31 that complies with TIA Section 313 (a);
provided, however, that if no event described in TIA Section 313 (a) has
occurred within the twelve months preceding the reporting date, no report need
be transmitted. The Trustee also shall comply with TIA Section 313 (b).

         Reports pursuant to this Section 5.03 shall be transmitted by mail:

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

         (b) except in the cases of reports under Section 313(b)(2) of the TIA,
to each Holder of a Debt Security of any series whose name and address appear in
the information preserved at the time by the Trustee in accordance with Section
5.01.

         A copy of each report at the time of its mailing to Holders shall be
filed with the Securities and Exchange Commission and each stock exchange (if
any) on which the Debt Securities of any series are listed. The Company agrees
to notify promptly the Trustee whenever the Debt Securities of any series become
listed on any stock exchange and of any delisting thereof.

         SECTION 5.04. RECORD DATES FOR ACTION BY HOLDERS. If the Company shall
solicit from the Holders of Debt Securities of any series any action (including
the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action), the Company may, at its
option, by resolution of the Board of Directors, fix in advance a record date
for the determination of Holders of Debt Securities entitled to take such
action, but the Company shall have no obligation to do so. Any such record date
shall be fixed at the Company's discretion. If such a record date is fixed, such
action may be sought or given before or after the record date, but only the
Holders of Debt Securities of record at the close of business on such record
date shall be deemed to be Holders of Debt Securities for the purpose of
determining whether Holders of the requisite proportion of Debt Securities of
such series


                                       31
<PAGE>


Outstanding have authorized or agreed or consented to such action, and for that
purpose the Debt Securities of such series Outstanding shall be computed as of
such record date.

                                   ARTICLE VI
             REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

         SECTION 6.01. EVENTS OF DEFAULT. If any one or more of the following
shall have occurred and be continuing with respect to Debt Securities of any
series (each of the following, an "Event of Default"):

         (a) default in the payment of any installment of interest upon any Debt
Securities of that series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; or

         (b) default in the payment of the principal of or premium, if any, on
any Debt Securities of that series as and when the same shall become due and
payable, whether at Stated Maturity, upon redemption, by declaration, upon
required repurchase or otherwise; or

         (c) default in the payment of any sinking fund payment with respect to
any Debt Securities of that series as and when the same shall become due and
payable; or

         (d) failure on the part of the Company duly to observe or perform any
other of its covenants or agreements in the Debt Securities of that series, in
any resolution of the Board of Directors authorizing the issuance of that series
of Debt Securities, in this Indenture with respect to such series or in any
supplemental Indenture with respect to such series (other than a covenant a
default in the performance of which is elsewhere in this Section specifically
dealt with), continuing for a period of 60 days after the date on which written
notice specifying such failure and requiring the Company to remedy the same
shall have 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
aggregate principal amount of the Debt Securities of that series at the time
Outstanding; or

         (e) the Company, pursuant to or within the meaning of any Bankruptcy
Law,

                  (i) commences a voluntary case,

                  (ii) consents to the entry of an order for relief against it
in an involuntary case,

                  (iii) consents to the appointment of a Custodian of it or for
all or substantially all of its property; or

                  (iv) makes a general assignment for the benefit of its
creditors;

         (f) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

                  (i) is for relief against the Company as debtor in an
involuntary case,

                  (ii) appoints a Custodian of the Company, or a Custodian for
all or substantially all of the property of the Company, or

                  (iii) orders the liquidation of the Company,


                                       32
<PAGE>

and the order or decree remains unstayed and in effect for 60 days; or

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

then and in each and every case that an Event of Default described in clause
(a), (b), (c), (d) or (g) with respect to Debt Securities of that series at the
time Outstanding occurs and is continuing, unless the principal of, premium, if
any, and interest on all the Debt Securities of that series shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Debt Securities of that series then
Outstanding hereunder, by notice in writing to the Company (and to the Trustee
if given by Holders), may declare the entire principal of (or, if the Debt
Securities of that series are Original Issue Discount Debt Securities, such
portion of the principal amount as may be specified in the terms of that
series), premium, if any, and accrued and unpaid interest on all the Debt
Securities of that series to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Debt Securities of that series contained to
the contrary notwithstanding. If an Event of Default described in clause (e) or
(f) occurs, then and in each and every such case, unless the principal of and
interest on all the Debt Securities shall have become due and payable, the
entire principal of (or, if any Debt Securities of that series are Original
Issue Discount Debt Securities, such portion of the principal amount as may be
specified in the terms of that series), premium, if any, and accrued and unpaid
interest on all the Debt Securities then Outstanding hereunder shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holders, anything in this Indenture or in the
Debt Securities contained to the contrary notwithstanding.

         The Holders of a majority in aggregate principal amount of the Debt
Securities of a particular series by written notice to the Trustee may rescind
an acceleration and its consequences if the rescission would not conflict with
any judgment or decree of a court of competent jurisdiction already rendered and
if all existing Events of Default with respect to Debt Securities of that series
have been cured or waived except nonpayment of principal, premium, if any, or
interest that has become due solely because of acceleration. Upon any such
rescission, the parties hereto shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
parties hereto shall continue as though no such proceeding had been taken.

         SECTION 6.02. COLLECTION OF DEBT BY TRUSTEE, ETC. If an Event of
Default occurs and is continuing, the Trustee, in its own name and as trustee of
an express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and unpaid
or enforce the performance of any provision of the Debt Securities of the
affected series or this Indenture, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor upon the Debt Securities
of such series (and collect in the manner provided by law out of the property of
the Company or any other obligor upon the Debt Securities of such series
wherever situated the moneys adjudged or decreed to be payable).

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor upon the Debt Securities
of any series under Bankruptcy Law, or in case a Custodian shall have been
appointed for its property, or in case of any other similar judicial proceedings
relative to the Company or any other obligor upon the Debt Securities of any
series, its creditors or its property, the Trustee, irrespective of whether the
principal of Debt Securities of any series 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 pursuant to the provisions of this Section
6.02, shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the


                                       33
<PAGE>


whole amount of principal, premium, if any, and interest (or, if the Debt
Securities of such series are Original Issue Discount Debt Securities, such
portion of the principal amount as may be specified in the terms of such series)
owing and unpaid in respect of the Debt Securities of such series, and to file
such other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for reasonable compensation to
the Trustee, its agents, attorneys and counsel, and for reimbursement of all
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of its negligence or bad faith) and of the Holders thereof allowed
in any such judicial proceedings relative to the Company, or any other obligor
upon the Debt Securities of such series, its creditors or its property, and to
collect and receive any moneys or other property payable or deliverable on any
such claims, and to distribute all amounts received with respect to the claims
of such Holders and of the Trustee on their behalf, and any receiver, assignee
or trustee in bankruptcy or reorganization is hereby authorized by each of such
Holders to make payments to the Trustee, and, in the event that the Trustee
shall consent to the making of payments directly to such Holders, to pay to the
Trustee such amount as shall be sufficient to cover reasonable compensation to
the Trustee, its agents, attorneys and counsel, and all other reasonable
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of its negligence or bad faith.

         All rights of action and of asserting claims under this Indenture, or
under any of the Debt Securities of any series, may be enforced by the Trustee
without the possession of any such Debt Securities, or the production thereof in
any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment (except for any
amounts payable to the Trustee pursuant to Section 7.06) shall be for the
ratable benefit of the Holders of all the Debt Securities in respect of which
such action was taken.

         In case of an Event of Default hereunder the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

         SECTION 6.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys or
other property collected by the Trustee pursuant to Section 6.02 with respect to
Debt Securities of any series shall be applied, in the order following, at the
date or dates fixed by the Trustee for the distribution of such moneys or other
property, upon presentation of the several Debt Securities of such series in
respect of which moneys or other property have been collected, and the notation
thereon of the payment, if only partially paid, and upon surrender thereof if
fully paid:

         FIRST: To the payment of all money due the Trustee pursuant to Section
7.06;

         SECOND: In case the principal of the Outstanding Debt Securities in
respect of which such moneys have been collected shall not have become due, to
the payment of interest on the Debt Securities of such series in the order of
the maturity of the installments of such interest, with interest (to the extent
that such interest has been collected by the Trustee) upon the overdue
installments of interest at the rate or Yield to Maturity (in the case of
Original Issue Discount Debt Securities) borne by the Debt Securities of such
series, such payments to be made ratably to the Persons entitled thereto,
without discrimination or preference;

         THIRD: In case the principal of the Outstanding Debt Securities in
respect of which such moneys have been collected shall have become due, by
declaration or otherwise, to the payment of the whole


                                       34
<PAGE>

amount then owing and unpaid upon the Debt Securities of such series for
principal and premium, if any, and interest, with interest on the overdue
principal and premium, if any, and (to the extent that such interest has been
collected by the Trustee) upon overdue installments of interest at the rate or
Yield to Maturity (in the case of Original Issue Discount Debt Securities) borne
by the Debt Securities of such series; and, in case such moneys shall be
insufficient to pay in full the whole amount so due and unpaid upon the Debt
Securities of such series, then to the payment of such principal and premium, if
any, and interest, without preference or priority of principal and premium, if
any, over interest, or of interest over principal and premium, if any, or of any
installment of interest over any other installment of interest, or of any Debt
Security of such series over any Debt Security of such series, ratably to the
aggregate of such principal and premium, if any, and interest; and

         FOURTH: The remainder, if any, shall be paid to the Company, its
successors or assigns, or to whomsoever may be lawfully entitled to receive the
same, or as a court of competent jurisdiction may direct.

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.03. At least 15 days before such record date,
the Company shall mail to each Holder and the Trustee a notice that states the
record date, the payment date and amount to be paid.

         SECTION 6.04. LIMITATION ON SUITS BY HOLDERS. No Holder of any Debt
Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise, upon or under or with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee
written notice of an Event of Default with respect to Debt Securities of that
same series and of the continuance thereof and unless the Holders of not less
than 25% in aggregate principal amount of the Outstanding Debt Securities of
that series shall have made written request upon the Trustee to institute such
action or proceedings in respect of such Event of Default in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity or security as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity or security
shall have failed to institute any such action or proceedings and no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 6.06; it being understood and intended, and being expressly
covenanted by the Holder of every Debt Security with every other Holder and the
Trustee, that no one or more Holders shall have any right in any manner whatever
by virtue or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any Holders, or to obtain or seek to obtain priority
over or preference to any other such Holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all such Holders. For the protection and enforcement of the
provisions of this Section 6.04, each and every Holder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

         Notwithstanding any other provision in this Indenture, however, the
right of any Holder of any Debt Security to receive payment of the principal of,
and premium, if any, and (subject to Section 2.12) interest on, such Debt
Security, on or after the respective due dates expressed in such Debt Security,
and to institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

         SECTION 6.05. REMEDIES CUMULATIVE; DELAY OR OMISSION IN EXERCISE OF
RIGHTS NOT A WAIVER OF DEFAULT. All powers and remedies given by this Article VI
to the Trustee or to the Holders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the Holders, by judicial proceedings or
otherwise,


                                       35
<PAGE>

to enforce the performance or observance of the covenants and agreements
contained in this Indenture, and no delay or omission of the Trustee or of any
Holder to exercise any right or power accruing upon any Default occurring and
continuing as aforesaid, shall impair any such right or power, or shall be
construed to be a waiver of any such Default or an acquiescence therein; and,
subject to the provisions of Section 6.04, every power and remedy given by this
Article VI or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as shall be deemed expedient, by the Trustee or by the
Holders.

         SECTION 6.06. RIGHTS OF HOLDERS OF MAJORITY IN PRINCIPAL AMOUNT OF DEBT
SECURITIES TO DIRECT TRUSTEE AND TO WAIVE DEFAULT. The Holders of not less than
a majority in aggregate principal amount of the Debt Securities of any series at
the time Outstanding shall have the right to direct the time, method, and place
of conducting any proceeding for any remedy available to the Trustee, or of
exercising any right, trust or power conferred on the Trustee, with respect to
the Debt Securities of such series; provided, however, that such direction shall
not be otherwise than in accordance with law and the provisions of this
Indenture, and that subject to the provisions of Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee being
advised by counsel shall determine that the action so directed may not lawfully
be taken or is inconsistent with any provision of this Indenture, or if the
Trustee shall by a responsible officer or officers determine that the action so
directed would involve it in personal liability or would be unduly prejudicial
to Holders of Debt Securities of such series not taking part in such direction;
and provided, further, however, that nothing contained in this Indenture shall
impair the right of the Trustee to take any action deemed proper by the Trustee
and which is not inconsistent with such direction by such Holders. The Holders
of not less than a majority in aggregate principal amount of the Debt Securities
of that series at the time Outstanding may on behalf of the Holders of all the
Debt Securities of that series waive any past Default or Event of Default and
its consequences for that series, except a Default or Event of Default in the
payment of the principal of, and premium, if any, or interest on, any of the
Debt Securities and a Default or Event of Default in respect of a provision that
under Section 9.02 cannot be amended without the consent of each Holder affected
thereby. In case of any such waiver, such Default shall cease to exist, any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture, and the Company, the Trustee and the Holders of the
Debt Securities of that series shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon.

         SECTION 6.07. TRUSTEE TO GIVE NOTICE OF DEFAULTS KNOWN TO IT, BUT MAY
WITHHOLD SUCH NOTICE IN CERTAIN CIRCUMSTANCES. The Trustee shall, within 90 days
after the occurrence of a Default known to it with respect to a series of Debt
Securities, give to the Holders thereof, in the manner provided in Section
13.03, notice of all Defaults with respect to such series known to the Trustee,
unless such Defaults shall have been cured or waived before the giving of such
notice; provided, that, except in the case of Default in the payment of the
principal of, or premium, if any, or interest on, any of the Debt Securities of
such series or in the making of any sinking fund payment with respect to the
Debt Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee,
or a committee of directors and/or responsible officers, of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders thereof.

         SECTION 6.08. REQUIREMENT OF AN UNDERTAKING TO PAY COSTS IN CERTAIN
SUITS UNDER THE INDENTURE OR AGAINST THE TRUSTEE. All parties to this Indenture
agree, and each Holder of any Debt Security by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit in the manner and to the extent provided in the TIA, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees and


                                       36
<PAGE>

expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 6.08 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 25 percent in principal amount of the Outstanding
Debt Securities of that series or to any suit instituted by any Holder for the
enforcement of the payment of the principal of, or premium, if any, or interest
on, any Debt Security on or after the due date for such payment expressed in
such Debt Security.

                                   ARTICLE VII
                             CONCERNING THE TRUSTEE

         SECTION 7.01. CERTAIN DUTIES AND RESPONSIBILITIES. The Trustee, prior
to the occurrence of an Event of Default and after the curing or waiving of all
Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture. In case an
Event of Default has occurred (which has not been cured or waived), the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

         No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, its own bad faith, or its own willful misconduct, except that:

         (a) this paragraph shall not be construed to limit the effect of the
first paragraph of this Section 7.01;

         (b) prior to the occurrence of an Event of Default with respect to the
Debt Securities of a series and after the curing or waiving of all Events of
Default with respect to such series which may have occurred:

                  (i) the duties and obligations of the Trustee with respect to
Debt Securities of any series shall be determined solely by the express
provisions of this Indenture, and the Trustee shall not be liable except for the
performance of such duties and obligations with respect to such series as are
specifically set forth in this Indenture, and no implied covenants or
obligations with respect to such series shall be read into this Indenture
against the Trustee;

                  (ii) in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture;
but in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture; but the Trustee shall examine the
evidence furnished to it pursuant to Sections 4.05 and 4.06 to determine whether
or not such evidence conforms to the requirement of this Indenture;

                  (iii) the Trustee shall not be liable for an error of judgment
made in good faith by a responsible officer, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts; and

                  (iv) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it with respect to Debt Securities of any
series in good faith in accordance with the direction of

                                       37
<PAGE>


the Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of that series relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to Debt Securities of such series.

         None of the provisions of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any personal financial liability
in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

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

         SECTION 7.02. CERTAIN RIGHTS OF TRUSTEE. Except as otherwise provided
in Section 7.01:

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

         (b) any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Company Order (unless other evidence
in respect thereof be herein specifically prescribed); and any resolution of the
Board of Directors may be evidenced to the Trustee by a copy thereof certified
by the Secretary or an Assistant Secretary of the Company;

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

         (d) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders of Debt Securities of any series pursuant to the
provisions of this Indenture, unless such Holders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby;

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

         (f) prior to the occurrence of an Event of Default and after the curing
of all Events of Default which may have occurred, 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, approval or other paper or document, unless requested in writing
to do so by the Holders of a majority in aggregate principal amount of the then
Outstanding Debt Securities of a series affected by such matter; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as


                                       38
<PAGE>

a condition to so proceeding, and the reasonable expense of every such
investigation shall be paid by the Company or, if paid by the Trustee, shall be
repaid by the Company upon demand;

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

         (h) if any property other than cash shall at any time be subject to a
Lien in favor of the Holders, the Trustee, if and to the extent authorized by a
receivership or bankruptcy court of competent jurisdiction or by the
supplemental instrument subjecting such property to such Lien, shall be entitled
to make advances for the purpose of preserving such property or of discharging
tax Liens or other prior Liens or encumbrances thereon;

         (i) the Trustee is not required to give any bond or surety with respect
to the performance of its duties or the exercise of its powers under this
Indenture; and

         (j) the Trustee shall have no responsibility for any information in any
offering document or other disclosure material distributed with respect to any
series of Debt Securities, and the Trustee shall have no responsibility for
compliance with any state or federal securities laws in connection with the Debt
Securities, other than the filing of any documents required to be filed by an
indenture trustee pursuant to the TIA.

         SECTION 7.03. TRUSTEE NOT LIABLE FOR RECITALS IN INDENTURE OR IN DEBT
SECURITIES. The recitals contained herein, in the Debt Securities (except the
Trustee's certificate of authentication) shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no representations as to the validity or sufficiency of
this Indenture or of the Debt Securities of any series, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Debt Securities and perform its obligations hereunder, and that
the statements made by it or to be made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Company are true and accurate. The
Trustee shall not be accountable for the use or application by the Company of
any of the Debt Securities or of the proceeds thereof.

         SECTION 7.04. TRUSTEE, PAYING AGENT OR REGISTRAR MAY OWN DEBT
SECURITIES. The Trustee or any paying agent or Registrar, in its individual or
any other capacity, may become the owner or pledgee of Debt Securities and
subject to the provisions of the TIA relating to conflicts of interest and
preferential claims may otherwise deal with the Company with the same rights it
would have if it were not Trustee, paying agent or Registrar.

         SECTION 7.05. MONEYS RECEIVED BY TRUSTEE TO BE HELD IN TRUST. Subject
to the provisions of Section 11.05, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest
on any moneys received by it hereunder. So long as no Event of Default shall
have occurred and be continuing, all interest allowed on any such moneys shall
be paid from time to time to the Company upon a Company Order.

         SECTION 7.06. COMPENSATION AND REIMBURSEMENT. The Company covenants and
agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall
be entitled to, reasonable compensation for all services rendered by it
hereunder (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), including, without limitation,
paying agent


                                       39
<PAGE>

and Registrar, and, except as otherwise expressly provided herein, the Company
will pay or reimburse in Dollars the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents,
attorneys and counsel and of all Persons not regularly in its employ), including
without limitation, Section 6.02, except any such expense, disbursement or
advances as may arise from its negligence or bad faith. The Company also
covenants to indemnify and defend the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on the part of the Trustee, arising out of or in connection with the acceptance
or administration of this trust or trusts hereunder, including the reasonable
costs and expenses of defending itself against any claim of liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The obligations of the Company under this Section 7.06 to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional Debt hereunder and shall
survive the satisfaction and discharge of this Indenture. The Company and the
Holders agree that such additional Debt shall be secured by a Lien prior to that
of the Debt Securities upon all property and funds held or collected by the
Trustee, as such, except funds held in trust for the payment of principal of,
and premium, if any, or interest on, particular Debt Securities.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         SECTION 7.07. RIGHT OF TRUSTEE TO RELY ON AN OFFICERS' CERTIFICATE
WHERE NO OTHER EVIDENCE SPECIFICALLY PRESCRIBED. Except as otherwise provided in
Section 7.01, whenever in the administration of the provisions of this Indenture
the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted by it under the provisions of
this Indenture upon the faith thereof.

         SECTION 7.08. SEPARATE TRUSTEE; REPLACEMENT OF TRUSTEE. The Company
may, but need not, appoint a separate Trustee for any one or more series of Debt
Securities. The Trustee may resign with respect to one or more or all series of
Debt Securities at any time by giving notice to the Company. The Holders of a
majority in principal amount of the Debt Securities of a particular series may
remove the Trustee for such series and only such series by so notifying the
Trustee and may appoint a successor Trustee. The Company shall remove the
Trustee if:

         (a)      the Trustee fails to comply with Section 7.10;

         (b)      the Trustee is adjudged bankrupt or insolvent;

         (c)      a Custodian takes charge of the Trustee or its property; or

         (d)      the Trustee otherwise becomes incapable of acting.

         If the Trustee resigns, is removed by the Company or by the Holders of
a majority in principal amount of the Debt Securities of a particular series and
such Holders do not reasonably promptly appoint a successor Trustee, or if a
vacancy exists in the office of Trustee for any reason (the Trustee in such
event being referred to herein as the retiring Trustee), the Company shall
promptly appoint a successor


                                       40
<PAGE>


Trustee. No resignation or removal of the Trustee and no appointment of a
successor Trustee shall become effective until the acceptance of appointment by
the successor Trustee in accordance with the applicable requirements of this
Section 7.08.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of Debt Securities of each applicable series. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the Lien provided for in Section 7.06.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee gives notice of resignation or is removed, the retiring Trustee
or the Holders of 25% in principal amount of the Debt Securities of any
applicable series may petition any court of competent jurisdiction for the
appointment of a successor Trustee for the Debt Securities of such series.

         If the Trustee fails to comply with Section 7.10, any Holder of Debt
Securities of any applicable series may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee for the Debt Securities of such series.

         Notwithstanding the replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.06 shall continue for the
benefit of the retiring Trustee.

         In the case of the appointment hereunder of a separate or successor
trustee with respect to the Debt Securities of one or more series, the Company,
any retiring Trustee and each successor or separate Trustee with respect to the
Debt Securities of any applicable series shall execute and deliver an Indenture
supplemental hereto (i) which shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of any retiring Trustee with respect to the Debt Securities of any series as to
which any such retiring Trustee is not retiring shall continue to be vested in
such retiring Trustee and (ii) that 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
separate, retiring or successor 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.

         SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee.

         In case at the time such successor or successors to the Trustee by
merger, conversion, consolidation or transfer shall succeed to the trusts
created by this Indenture any of the Debt Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee, and deliver such Debt
Securities so authenticated; and in case at that time any of the Debt Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Debt Securities either in the name of any predecessor hereunder or in the
name of the successor to the Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Debt Securities or in this
Indenture provided that the certificate of the Trustee shall have.


                                       41
<PAGE>


         SECTION 7.10. ELIGIBILITY; DISQUALIFICATION. The Trustee shall at all
times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent filed annual report of condition. No obligor upon the Debt
Securities of a particular series or Person directly or indirectly controlling,
controlled by or under common control with such obligor shall serve as Trustee
for the Debt Securities of such series. The Trustee shall comply with Section
310(b) of the TIA; provided, however, that there shall be excluded from the
operation of Section 310(b)(1) of the TIA this Indenture or any indenture or
indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in Section 310(b)(1) of the TIA are
met.

         SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The
Trustee shall comply with Section 311(a) of the TIA, excluding any creditor
relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or
been removed shall be subject to Section 311(a) of the TIA to the extent
indicated therein.

         SECTION 7.12. COMPLIANCE WITH TAX LAWS. The Trustee hereby agrees to
comply with all U.S. federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Debt Securities, whether acting as Trustee, Registrar, paying
agent or otherwise with respect to the Debt Securities.

                                  ARTICLE VIII
                             CONCERNING THE HOLDERS

         SECTION 8.01. EVIDENCE OF ACTION BY HOLDERS. Whenever in this Indenture
it is provided that the Holders of a specified percentage in aggregate principal
amount of the Debt Securities of any or all series may take action (including
the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action) the fact that at the time
of taking any such action the Holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of instruments of
similar tenor executed by Holders in Person or by agent or proxy appointed in
writing, (b) by the record of the Holders voting in favor thereof at any meeting
of Holders duly called and held in accordance with the provisions of Section
5.02, (c) by a combination of such instrument or instruments and any such record
of such a meeting of Holders or (d) in the case of Debt Securities evidenced by
a Global Security, by any electronic transmission or other message, whether or
not in written format, that complies with the Depositary's applicable
procedures.

         SECTION 8.02. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF DEBT
SECURITIES. Subject to the provisions of Sections 7.01, 7.02 and 13.09, proof of
the execution of any instrument by a Holder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The ownership of Debt Securities of any series shall be proved by
the Debt Security Register or by a certificate of the Registrar for such series.
The Trustee may require such additional proof of any matter referred to in this
Section 8.02 as it shall deem necessary.

         SECTION 8.03. WHO MAY BE DEEMED OWNER OF DEBT SECURITIES. Prior to due
presentment for registration of transfer of any Debt Security, the Company, the
Trustee, any paying agent and any Registrar may deem and treat the Person in
whose name any Debt Security shall be registered upon the books of the Company
as the absolute owner of such Debt Security (whether or not such Debt Security
shall be registered in the name of a Depositary or shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of and premium,
if any, and (subject to Section 2.12) interest on such Debt Security and for all
other purposes, and neither the Company nor the Trustee nor any paying agent nor
any Registrar shall


                                       42
<PAGE>


be affected by any notice to the contrary; and all such payments so made to any
such Holder for the time being, or upon his order, shall be valid and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Debt Security.

         None of the Company, the Trustee, any agent of the Trustee, any paying
agent or any Registrar will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests in a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests or for any action taken
or any failure to act by a Depositary with respect to any Debt Securities
including, without limitation, any failure of the owner of a beneficial interest
in such Debt Securities to receive any payments or notices provided hereunder or
for the Depositary's selection of beneficial interests in such Debt Securities
to be redeemed.

         SECTION 8.04. INSTRUMENTS EXECUTED BY HOLDERS BIND FUTURE HOLDERS. At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the Holders of the percentage in
aggregate principal amount of the Debt Securities of any series specified in
this Indenture in connection with such action and subject to the following
paragraph, any Holder of a Debt Security which is shown by the evidence to be
included in the Debt Securities the Holders of which have consented to such
action may, by filing written notice with the Trustee at its corporate trust
office and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Debt Security. Except as aforesaid any such action taken
by the Holder of any Debt Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Debt Security and of any
Debt Security issued upon transfer thereof or in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon such Debt Security or such other Debt Securities. Any action taken by the
Holders of the percentage in aggregate principal amount of the Debt Securities
of any series specified in this Indenture in connection with such action shall
be conclusively binding upon the Company, the Trustee and the Holders of all the
Debt Securities of such series.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders of Debt Securities entitled to give their
consent or take any other action required or permitted to be taken pursuant to
this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons who were Holders of Debt Securities at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders of Debt
Securities after such record date. No such consent shall be valid or effective
for more than 120 days after such record date unless the consent of the Holders
of the percentage in aggregate principal amount of the Debt Securities of such
series specified in this Indenture shall have been received within such 120-day
period.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

         SECTION 9.01. PURPOSES FOR WHICH SUPPLEMENTAL INDENTURE MAY BE ENTERED
INTO WITHOUT CONSENT OF HOLDERS. The Company, when authorized by resolutions of
the Board of Directors, and the Trustee may from time to time and at any time,
without the consent of Holders, enter into an Indenture or Indentures
supplemental hereto (which shall conform to the provisions of the TIA as in
force at the date of the execution thereof) for one or more of the following
purposes:

         (a) to evidence the succession pursuant to Article X of another Person
to the Company, or successive successions, and the assumption by the Successor
Company (as defined in Section 10.01) of the covenants, agreements and
obligations of the Company in this Indenture and in the Debt Securities;


                                       43
<PAGE>


         (b) to surrender any right or power herein conferred upon the Company,
to add to the covenants of the Company such further covenants, restrictions,
conditions or provisions for the protection of the Holders of all or any series
of Debt Securities (and if such covenants are to be for the benefit of less than
all series of Debt Securities, stating that such covenants are expressly being
included solely for the benefit of such series) as the Board of Directors shall
consider to be for the protection of the Holders of such Debt Securities, and to
make the occurrence, or the occurrence and continuance, of a Default in any of
such additional covenants, restrictions, conditions or provisions a Default or
an Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture; provided, that in respect of any such
additional covenant, restriction, condition or provision such supplemental
Indenture may provide for a particular period of grace after Default (which
period may be shorter or longer than that allowed in the case of other Defaults)
or may provide for an immediate enforcement upon such Default or may limit the
remedies available to the Trustee upon such Default or may limit the right of
the Holders of a majority in aggregate principal amount of any or all series of
Debt Securities to waive such default;

         (c) to cure any ambiguity, defect or inconsistency;

         (d) to permit the qualification of this Indenture or any Indenture
supplemental hereto under the TIA as then in effect, except that nothing herein
contained shall permit or authorize the inclusion in any Indenture supplemental
hereto of the provisions referred to in Section 316(a)(2) of the TIA;

         (e) to secure any or all of the Debt Securities;

         (f) to make any change that does not adversely affect the rights under
this Indenture of any Holder;

         (g) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Debt Securities; provided,
however, that any such addition, change or elimination not otherwise permitted
under this Section 9.01 shall neither apply to any Debt Security of any series
created prior to the execution of such supplemental Indenture and entitled to
the benefit of such provision nor modify the rights of the Holder of any such
Debt Security with respect to such provision or shall become effective only when
there is no such Debt Security Outstanding;

         (h) to evidence and provide for the acceptance of appointment hereunder
by a successor or separate Trustee with respect to the Debt 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; and

         (i) to establish the form or terms of Debt Securities of any series as
permitted by Sections 2.01 and 2.03.

         The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental Indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such supplemental
Indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

         Any supplemental Indenture authorized by the provisions of this Section
9.01 may be executed by the Company and the Trustee without the consent of the
Holders of any of the Debt Securities at the time Outstanding, notwithstanding
any of the provisions of Section 9.02.


                                       44
<PAGE>

         SECTION 9.02. MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF DEBT
SECURITIES. Without notice to any Holder but with the consent (evidenced as
provided in Section 8.01) of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Debt Securities of each series
affected by such supplemental Indenture (including consents obtained in
connection with a tender offer or exchange offer for any such series of Debt
Securities), the Company, when authorized by resolutions of the Board of
Directors, and the Trustee may from time to time and at any time enter into an
Indenture or Indentures supplemental hereto (which shall conform to the
provisions of the TIA as in force at the date of execution thereof) for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental Indenture or of
modifying in any manner the rights of the Holders of the Debt Securities of such
series; provided, that no such supplemental Indenture, without the consent of
the Holders of each Debt Security so affected, shall:

         (a) reduce the percentage in principal amount of Debt Securities of any
series whose Holders must consent to an amendment;

         (b) reduce the rate of or extend the time for payment of interest on
any Debt Security;

         (c) reduce the principal of or extend the Stated Maturity of any Debt
Security;

         (d) reduce the premium payable upon the redemption of any Debt Security
or change the time at which any Debt Security may or shall be redeemed in
accordance with Article III;

         (e) make any Debt Security payable in currency other than the Dollar;

         (f) impair the right of any Holder to receive payment of premium, if
any, principal of and interest on such Holder's Debt Securities on or after the
due dates therefor or to institute suit for the enforcement of any payment on or
with respect to such Holder's Debt Securities;

         (g) release any security that may have been granted in respect of the
Debt Securities, other than in accordance with this Indenture; or

         (h) make any change in Section 6.06 or this Section 9.02.

         A supplemental Indenture which changes or eliminates any covenant or
other provision of this Indenture which has been expressly included solely for
the benefit of one or more particular series of Debt Securities or which
modifies the rights of the Holders of Debt 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 Debt Securities of any other
series.

         Upon the request of the Company, accompanied by a copy of resolutions
of the Board of Directors authorizing the execution of any such supplemental
Indenture, and upon the filing with the Trustee of evidence of the consent of
Holders as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental Indenture unless such supplemental Indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion but shall not be obligated to enter
into such supplemental Indenture.

         It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed supplemental
Indenture, but it shall be sufficient if such consent shall approve the
substance thereof.


                                       45
<PAGE>


         After an amendment under this Section 9.02 becomes effective, the
Company shall mail to Holders of Debt Securities of each series affected thereby
a notice briefly describing such amendment. The failure to give such notice to
all such Holders, or any defect therein, shall not impair or affect the validity
of an amendment under this Section 9.02.

         SECTION 9.03. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of
any supplemental Indenture pursuant to the provisions of this Article IX, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the Holders
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental Indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

         The Trustee, subject to the provisions of Sections 7.01 and 7.02, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such supplemental Indenture complies with the provisions of
this Article IX.

         SECTION 9.04. DEBT SECURITIES MAY BEAR NOTATION OF CHANGES BY
SUPPLEMENTAL INDENTURES. Debt Securities of any series authenticated and
delivered after the execution of any supplemental Indenture pursuant to the
provisions of this Article IX 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. New Debt Securities of any series so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental Indenture may
be prepared and executed by the Company, authenticated by the Trustee and
delivered in exchange for the Debt Securities of such series then Outstanding.
Failure to make the appropriate notation or to issue a new Debt Security of such
series shall not affect the validity of such amendment.

                                    ARTICLE X
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 10.01. CONSOLIDATIONS AND MERGERS OF THE COMPANY. The Company
shall not consolidate or amalgamate with or merge with or into any Person, or
sell, convey, transfer, lease or otherwise dispose of all or substantially all
its assets to any Person, whether in a single transaction or a series of related
transactions, unless: (a) either (i) the Company shall be the surviving Person
in the case of a merger or (ii) the resulting, surviving or transferee Person if
other than the Company (the "Successor Company"), shall be a partnership,
limited liability company or corporation organized and existing under the laws
of the United States, any state thereof or the District of Columbia and the
Successor Company shall expressly assume, by an Indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
the obligations of the Company under this Indenture and the Debt Securities
according to their tenor; (b) immediately after giving effect to such
transaction or series of transactions (and treating any Debt which becomes an
obligation of the Successor Company or any Subsidiary of the Successor Company
as a result of such transaction or series of transactions as having been
incurred by the Successor Company or such Subsidiary at the time of such
transaction), no Default or Event of Default would occur or be continuing and
(c) the Company shall have delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that such consolidation, amalgamation,
merger or disposition and such supplemental Indenture (if any) comply with this
Indenture.

         SECTION 10.02. RIGHTS AND DUTIES OF SUCCESSOR COMPANY. In case of any
consolidation, amalgamation or merger where the Company is not the continuing
Person, or disposition of all or substantially all of the assets of the Company
in accordance with Section 10.01, the Successor Company shall succeed to and be
substituted for the Company with the same effect as if it had been named herein
as


                                       46
<PAGE>


the respective party to this Indenture, and the predecessor entity shall be
released from all liabilities and obligations under this Indenture and the Debt
Securities, except that no such release will occur in the case of a lease of all
or substantially all of its assets. The Successor Company thereupon may cause to
be signed, and may issue either in its own name or in the name of the Company,
any or all the Debt Securities issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee; and, upon the
order of the Successor Company, instead of the Company, and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Debt Securities which previously shall
have been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Debt Securities which the Successor Company thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the
Debt Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Debt Securities theretofore or thereafter
issued in accordance with the terms of this Indenture as though all such Debt
Securities had been issued at the date of the execution hereof.

         In case of any such consolidation, amalgamation, merger, sale or
disposition such changes in phraseology and form (but not in substance) may be
made in the Debt Securities thereafter to be issued as may be appropriate.

                                   ARTICLE XI
                          SATISFACTION AND DISCHARGE OF
                     INDENTURE; DEFEASANCE; UNCLAIMED MONEYS

         SECTION 11.01. APPLICABILITY OF ARTICLE. The provisions of this Article
XI relating to discharge or defeasance of Debt Securities shall be applicable to
each series of Debt Securities except as otherwise specified pursuant to Section
2.03 for Debt Securities of such series.

         SECTION 11.02. SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE.

         (a) If at any time the Company shall have delivered to the Trustee for
cancellation all Debt Securities of any series theretofore authenticated and
delivered (other than any Debt Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.09 and Debt Securities for whose payment money has theretofore been
deposited in trust and thereafter repaid to the Company as provided in Section
11.05) or all Debt Securities of such series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall deposit with the
Trustee as trust funds the entire amount in cash sufficient to pay at Stated
Maturity or upon redemption all Debt Securities of such series not theretofore
delivered to the Trustee for cancellation, including principal and premium, if
any, and accrued interest due or to become due at such Stated Maturity or
Redemption Date, as the case may be, and if in either case the Company shall
also pay or cause to be paid all other sums payable hereunder by the Company,
then this Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of such Debt Securities
herein expressly provided for) with respect to the Debt Securities of such
series, and the Trustee, on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture with respect to the Debt Securities of such series.

         (b) Subject to Sections 11.02(c), 11.03 and 11.07, the Company at any
time may terminate, with respect to Debt Securities of a particular series, all
its obligations under the Debt Securities of such series and this Indenture with
respect to the Debt Securities of such series ("legal defeasance option") or the
operation of (x) any covenant made applicable to such Debt Securities pursuant
to Section 2.03 and

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<PAGE>


(y) Sections 4.09, 4.10 and 6.01(g) ("covenant defeasance option"). The Company
may exercise its legal defeasance option notwithstanding its prior exercise of
its covenant defeasance option.

         If the Company exercises its legal defeasance option, payment of the
Debt Securities of the defeased series may not be accelerated because of an
Event of Default. If the Company exercises its covenant defeasance option,
payment of the Debt Securities of the defeased series may not be accelerated
because of an Event of Default specified in Section 6.01(g).

         Upon satisfaction of the conditions set forth herein and upon request
of the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

         (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 11.05, 11.06 and
11.07 shall survive until the Debt Securities of the defeased series have been
paid in full. Thereafter, the Company's obligations in Sections 7.06, 11.05 and
11.06 shall survive.

         SECTION 11.03. CONDITIONS OF DEFEASANCE. The Company may exercise its
legal defeasance option or its covenant defeasance option with respect to Debt
Securities of a particular series only if:

         (a) the Company irrevocably deposits in trust with the Trustee money or
U.S. Government Obligations for the payment of principal of, and premium, if
any, and interest on, the Debt Securities of such series to Stated Maturity or
redemption, as the case may be;

         (b) the Company delivers to the Trustee a certificate from a nationally
recognized firm of independent accountants expressing their opinion that the
payments of principal and interest when due and without reinvestment on the
deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay the principal, premium, if any, and interest when due on all
the Debt Securities of such series to Stated Maturity or the Redemption Date, as
the case may be;

         (c) 91 days pass after the deposit is made and during the 91-day period
no Default specified in Section 6.01(e) or (f) with respect to the Company
occurs which is continuing at the end of the period;

         (d) no Default has occurred and is continuing on the date of such
deposit and after giving effect thereto;

         (e) the deposit does not constitute a default under any other agreement
binding on the Company;

         (f) the Company delivers to the Trustee an Opinion of Counsel to the
effect that the trust resulting from the deposit does not constitute, or is
qualified as, a regulated investment company under the Investment Company Act of
1940;

         (g) in the event of the legal defeasance option, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that the Company has
received from the Internal Revenue Service a ruling, or since the date of this
Indenture there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of Debt Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred;


                                       48
<PAGE>

         (h) in the event of the covenant defeasance option, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of Debt Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such covenant defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such covenant defeasance
had not occurred; and

         (i) the Company delivers to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
and discharge of the Debt Securities of such series as contemplated by this
Article XI have been complied with.

Before or after a deposit, the Company may make arrangements satisfactory to the
Trustee for the redemption of Debt Securities of such series at a future date in
accordance with Article III.

         SECTION 11.04. APPLICATION OF TRUST MONEY. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article XI. It shall apply the deposited money and the money from U.S.
Government Obligations through any paying agent and in accordance with this
Indenture to the payment of principal of, and premium, if any, and interest on,
the Debt Securities of the defeased series.

         SECTION 11.05. REPAYMENT TO COMPANY. The Trustee and any paying agent
shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

         Subject to any applicable abandoned property law, the Trustee and any
paying agent shall pay to the Company upon request any money held by them for
the payment of principal, premium or interest that remains unclaimed for two
years, and, thereafter, Holders entitled to such money must look to the Company
for payment as general creditors.

         SECTION 11.06. INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS. The Company
shall pay and shall indemnify the Trustee and the Holders against any tax, fee
or other charge imposed on or assessed against deposited U.S. Government
Obligations or the principal and interest received on such U.S. Government
Obligations.

         SECTION 11.07. REINSTATEMENT. If the Trustee or any paying agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article XI by reason of any legal proceeding or by reason of any order or
judgment of any court or government authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Debt Securities of the defeased series shall be revived and
reinstated as though no deposit had occurred pursuant to this Article XI until
such time as the Trustee or any paying agent is permitted to apply all such
money or U.S. Government Obligations in accordance with this Article XI.

                                   ARTICLE XII
                                   [RESERVED]

         This Article XII has been intentionally omitted.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

         SECTION 13.01. SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE.
All the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Company or the Trustee shall bind their
respective successors and assigns, whether so expressed or not.


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<PAGE>


         SECTION 13.02. ACTS OF BOARD, COMMITTEE OR OFFICER OF SUCCESSOR COMPANY
VALID. Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
like board, committee or officer of any Successor Company.

         SECTION 13.03. REQUIRED NOTICES OR DEMANDS. Any notice or communication
by the Company or the Trustee to the other is duly given if in writing (in the
English language) and delivered in person or mailed by registered or certified
mail (return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, to the other's address:

         If to the Company:

         Bell Microproducts Inc.
         1941 Ringwood Avenue
         San Jose, California 95131

         Attention: Chief Financial Officer
         Telecopy No. (408) 451-1632

If to the Trustee:

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

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

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


         The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

         All notices and communications shall be deemed to have been duly given:
at the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; on the first Business
Day on or after being sent, if telecopied and the sender receives confirmation
of successful transmission; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

         Any notice required or permitted to a Holder by the Company or the
Trustee pursuant to the provisions of this Indenture shall be deemed to be
properly mailed by being deposited postage prepaid in a post office letter box
in the United States addressed to such Holder at the address of such Holder as
shown on the Debt Security Register. Any report pursuant to Section 313 of the
TIA shall be transmitted in compliance with subsection (c) therein.

         Notwithstanding the foregoing, any notice to Holders of Floating Rate
Debt Securities regarding the determination of a periodic rate of interest, if
such notice is required pursuant to Section 2.03, shall be sufficiently given if
given in the manner specified pursuant to Section 2.03.

         In the event of suspension of regular mail service or by reason of any
other cause it shall be impracticable to give notice by mail, then such
notification as shall be given with the approval of the Trustee shall constitute
sufficient notice for every purpose hereunder.

         In the event it shall be impracticable to give notice by publication,
then such notification as shall be given with the approval of the Trustee shall
constitute sufficient notice for every purpose hereunder.


                                       50
<PAGE>

         Failure to mail a notice or communication to a Holder or any defect in
it or any defect in any notice by publication as to a Holder shall not affect
the sufficiency of such notice with respect to other Holders. If a notice or
communication is mailed or published in the manner provided above, it is
conclusively presumed duly given.

         SECTION 13.04. INDENTURE AND DEBT SECURITIES TO BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. THIS INDENTURE AND EACH
DEBT SECURITY SHALL BE DEEMED TO BE CALIFORNIA CONTRACTS, AND FOR ALL PURPOSES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE
WITHOUT REFERENCE TO CONFLICTS OF LAW PRINCIPLES.

         SECTION 13.05. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL TO BE
FURNISHED UPON APPLICATION OR DEMAND BY THE COMPANY. Upon any application or
demand by the Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such document is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

Each certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (a) a statement that the Person making such
certificate or opinion has read such covenant or condition, (b) 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, (c) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

         SECTION 13.06. PAYMENTS DUE ON LEGAL HOLIDAYS. In any case where the
date of maturity of interest on or principal of and premium, if any, on the Debt
Securities of a series or the date fixed for redemption or repurchase of any
Debt Security or the making of any sinking fund payment shall not be a Business
Day at any Place of Payment for the Debt Securities of such series, then payment
of interest or principal and premium, if any, or the making of such sinking fund
payment need not be made on such date at such Place of Payment, 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 date of maturity or the date fixed for redemption
or repurchase, and no interest shall accrue for the period after such date. If a
record date is not a Business Day, the record date shall not be affected.

         SECTION 13.07. PROVISIONS REQUIRED BY TIA TO CONTROL. If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
another provision included in this Indenture which is required to be included in
this Indenture by any of Sections 310 to 318, inclusive, of the TIA, such
required provision shall control.

         SECTION 13.08. COMPUTATION OF INTEREST ON DEBT SECURITIES. Interest, if
any, on the Debt Securities shall be computed on the basis of a 360-day year of
twelve 30-day months, except as may otherwise be provided pursuant to Section
2.03.


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<PAGE>


         SECTION 13.09. RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. The
Trustee may make reasonable rules for action by or a meeting of Holders. The
Registrar and any paying agent may make reasonable rules for their functions.

         SECTION 13.10. SEVERABILITY. In case any provision in this Indenture or
the Debt 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 13.11. EFFECT OF HEADINGS. The article and section headings
herein and in the Table of Contents are for convenience only and shall not
affect the construction hereof.

         SECTION 13.12. INDENTURE MAY BE EXECUTED IN COUNTERPARTS. This
Indenture 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.

               [Remainder of This Page Intentionally Left Blank.]






                                       52
<PAGE>


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


                                             BELL MICROPRODUCTS INC.

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


                                             ------------------------------, as
                                             Trustee

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



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