<PAGE>

                                                                     EXHIBIT 4.5

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

                       Tom Brown Resources Funding Corp.,
                                    as Issuer

                                       to
                        _____________________________ ,
                                   as Trustee

                          Unconditionally Guaranteed by

                                Tom Brown, Inc.,
                                  as Guarantor

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

                             SUBORDINATED INDENTURE

                         Dated as of ____________, 200__

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

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

<PAGE>

                                TABLE OF CONTENTS

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                                                                                                                  PAGE
                                                                                                                  ----
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PARTIES.........................................................................................................     1
RECITALS OF THE COMPANY.........................................................................................     1

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 101.       Definitions..................................................................................     1
Section 102.       Compliance Certificates and Opinions.........................................................     7
Section 103.       Form of Documents Delivered to Trustee.......................................................     8
Section 104.       Acts of Holders; Record Dates................................................................     8
Section 105.       Notices, Etc., to Trustee, Company and Guarantor.............................................    10
Section 106.       Notice to Holders; Waiver....................................................................    10
Section 107.       Conflict with Trust Indenture Act............................................................    10
Section 108.       Effect of Headings and Table of Contents.....................................................    11
Section 109.       Successors and Assigns.......................................................................    11
Section 110.       Separability Clause..........................................................................    11
Section 111.       Benefits of Indenture........................................................................    11
Section 112.       Governing Law................................................................................    11
Section 113.       Legal Holidays...............................................................................    11

                                   ARTICLE TWO

                                 SECURITY FORMS

Section 201.       Forms Generally..............................................................................    11
Section 202.       Form of Face of Security.....................................................................    12
Section 203.       Form of Reverse of Security..................................................................    13
Section 204.       Form of Guarantee............................................................................    18
Section 205.       Form of Legend for Global Securities.........................................................    18
Section 206.       Form of Trustee's Certificate of Authentication..............................................    19

                                  ARTICLE THREE

                                 THE SECURITIES

Section 301.       Amount Unlimited; Issuable in Series.........................................................    19
Section 302.       Denominations................................................................................    22
Section 303.       Execution, Authentication, Delivery and Dating...............................................    22
Section 304.       Temporary Securities.........................................................................    23
Section 305.       Registration, Registration of Transfer and Exchange..........................................    23
Section 306.       Mutilated, Destroyed, Lost and Stolen Securities.............................................    25
Section 307.       Payment of Interest; Interest Rights Preserved...............................................    25
Section 308.       Persons Deemed Owners........................................................................    26
Section 309.       Cancellation.................................................................................    27
Section 310.       Computation of Interest......................................................................    27
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                                       i

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Section 311.       Interest Act (Canada)........................................................................    27

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401.       Satisfaction and Discharge of Indenture......................................................    27
Section 402.       Application of Trust Money...................................................................    28

                                  ARTICLE FIVE

                                    REMEDIES

Section 501.       Events of Default............................................................................    28
Section 502.       Acceleration of Maturity; Rescission and Annulment...........................................    30
Section 503.       Collection of Indebtedness and Suits for Enforcement by Trustee..............................    31
Section 504.       Trustee May File Proofs of Claim.............................................................    31
Section 505.       Trustee May Enforce Claims Without Possession of Securities..................................    32
Section 506.       Application of Money Collected...............................................................    32
Section 507.       Limitation on Suits..........................................................................    32
Section 508.       Unconditional Right of Holders to Receive Principal, Premium and Interest....................    33
Section 509.       Restoration of Rights and Remedies...........................................................    33
Section 510.       Rights and Remedies Cumulative...............................................................    33
Section 511.       Delay or Omission Not Waiver.................................................................    33
Section 512.       Control by Holders...........................................................................    34
Section 513.       Waiver of Past Defaults......................................................................    34
Section 514.       Undertaking for Costs........................................................................    34
Section 515.       Waiver of Usury, Stay or Extension Laws......................................................    34

                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601.       Certain Duties and Responsibilities..........................................................    35
Section 602.       Notice of Defaults...........................................................................    35
Section 603.       Certain Rights of Trustee....................................................................    35
Section 604.       Not Responsible for Recitals or Issuance of Securities.......................................    36
Section 605.       May Hold Securities..........................................................................    36
Section 606.       Money Held in Trust..........................................................................    36
Section 607.       Compensation and Reimbursement...............................................................    36
Section 608.       Conflicting Interests........................................................................    37
Section 609.       Corporate Trustee Required; Eligibility......................................................    37
Section 610.       Resignation and Removal; Appointment of Successor............................................    37
Section 611.       Acceptance of Appointment by Successor.......................................................    39
Section 612.       Merger, Conversion, Consolidation or Succession to Business..................................    39
Section 613.       Preferential Collection of Claims Against Company............................................    40
Section 614.       Appointment of Authenticating Agent..........................................................    40

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.       Company to Furnish Trustee Names and Addresses of Holders....................................    41
</TABLE>

                                       ii

<PAGE>

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<S>                                                                                                                <C>
Section 702.       Preservation of Information; Communications to Holders.......................................    41
Section 703.       Reports by Trustee...........................................................................    42
Section 704.       Reports by Company and the Guarantor.........................................................    42

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801.       Company May Consolidate, Etc., Only on Certain Terms.........................................    42
Section 802.       Successor Company Substituted................................................................    43
Section 803.       Guarantor May Consolidate, Etc., Only on Certain Terms.......................................    43
Section 804.       Successor Guarantor Substituted..............................................................    44

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.       Supplemental Indentures Without Consent of Holders...........................................    44
Section 902.       Supplemental Indentures With Consent of Holders..............................................    45
Section 903.       Execution of Supplemental Indentures.........................................................    46
Section 904.       Effect of Supplemental Indentures............................................................    46
Section 905.       Conformity with Trust Indenture Act..........................................................    47
Section 906.       Reference in Securities to Supplemental Indentures...........................................    47

                                   ARTICLE TEN

                                    COVENANTS

Section 1001.      Payment of Principal, Premium and Interest...................................................    47
Section 1002.      Maintenance of Office or Agency..............................................................    47
Section 1003.      Money for Securities Payments to Be Held in Trust............................................    48
Section 1004.      Statement by Officers as to Default..........................................................    48
Section 1005.      Existence....................................................................................    49
Section 1006.      Maintenance of Properties....................................................................    49
Section 1007.      Payment of Taxes and Other Claims............................................................    49
Section 1008.      Maintenance of Insurance.....................................................................    49
Section 1009.      Waiver of Certain Covenants..................................................................    50
Section 1010.      Additional Amounts...........................................................................    50

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101.      Applicability of Article.....................................................................    51
Section 1102.      Election to Redeem; Notice to Trustee........................................................    51
Section 1103.      Selection by Trustee of Securities to Be Redeemed............................................    51
Section 1104.      Notice of Redemption.........................................................................    52
Section 1105.      Deposit of Redemption Price..................................................................    53
Section 1106.      Securities Payable on Redemption Date........................................................    53
Section 1107.      Securities Redeemed in Part..................................................................    53
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                                      iii

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<S>                                                                                                                <C>
                                 ARTICLE TWELVE

                           SUBORDINATION OF SECURITIES

Section 1201.      Applicability of Article.....................................................................    54
Section 1202.      Securities Subordinate to Senior Debt........................................................    54
Section 1203.      Payment Over of Proceeds Upon Dissolution, Etc...............................................    54
Section 1204.      No Payment When Senior Debt of the Company in Default........................................    55
Section 1205.      Payment Permitted If No Default..............................................................    56
Section 1206.      Subrogation to Rights of Holders of Senior Debt of the Company...............................    56
Section 1207.      Provisions Solely to Define Relative Rights..................................................    57
Section 1208.      Trustee to Effectuate Subordination..........................................................    57
Section 1209.      No Waiver of Subordination Provisions........................................................    57
Section 1210.      Notice to Trustee............................................................................    57
Section 1211.      Reliance on Judicial Order or Certificate of Liquidating Agent...............................    58
Section 1212.      Trustee Not Fiduciary for Holders of Senior Debt of the Company..............................    58
Section 1213.      Rights of Trustee as Holder of Senior Debt of the Company; Preservation of Trustee's
                   Rights.......................................................................................    58
Section 1214.      Article Applicable to Paying Agents..........................................................    59
Section 1215.      Defeasance of this Article Twelve............................................................    59

                                ARTICLE THIRTEEN

                                    GUARANTEE

Section 1301.      Execution of Guarantee.......................................................................    59
Section 1302.      Subordination of Subrogation and Other Rights................................................    60

                                ARTICLE FOURTEEN

                           SUBORDINATION OF GUARANTEE

Section 1401.      Applicability of Article.....................................................................    60
Section 1402.      Guarantee Subordinate to Senior Debt.........................................................    60
Section 1403.      Payment Over of Proceeds Upon Dissolution, Etc...............................................    60
Section 1404.      No Payment When Senior Debt of the Guarantor in Default......................................    61
Section 1405.      Payment Permitted If No Default..............................................................    63
Section 1406.      Subrogation to Rights of Holders of Senior Debt of the Guarantor.............................    63
Section 1407.      Provisions Solely to Define Relative Rights..................................................    63
Section 1408.      Trustee to Effectuate Subordination..........................................................    63
Section 1409.      No Waiver of Subordination Provisions........................................................    64
Section 1410.      Notice to Trustee............................................................................    64
Section 1411.      Reliance on Judicial Order or Certificate of Liquidating Agent...............................    65
Section 1412.      Trustee Not Fiduciary for Holders of Senior Debt of the Guarantor............................    65
Section 1413.      Rights of Trustee as Holder of Senior Debt of the Guarantor; Preservation of
                   Trustee's Rights.............................................................................    65
Section 1414.      Article Applicable to Paying Agents..........................................................    65
Section 1415.      Defeasance of this Article Twelve............................................................    65
</TABLE>

                                       iv

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<TABLE>
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                                 ARTICLE FIFTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1501.      Company's Option to Effect Defeasance or Covenant Defeasance.................................    66
Section 1502.      Defeasance and Discharge.....................................................................    66
Section 1503.      Covenant Defeasance..........................................................................    66
Section 1504.      Conditions to Defeasance or Covenant Defeasance..............................................    67
Section 1505.      Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
                   Provisions...................................................................................    68
Section 1506.      Reinstatement................................................................................    69

                                 ARTICLE SIXTEEN

                                  SINKING FUNDS

Section 1601.      Applicability of Article.....................................................................    69
Section 1602.      Satisfaction of Sinking Fund Payments with Securities........................................    69
Section 1603.      Redemption of Securities for Sinking Fund....................................................    70
</TABLE>

                                       v

<PAGE>

                       TOM BROWN RESOURCES FUNDING, CORP.

    CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
                 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

<TABLE>
<CAPTION>
   TRUST INDENTURE
     ACT SECTION                                                                   INDENTURE SECTION
----------------------                                                             -----------------
<S>                                                                                <C>
Section 310    (a)(1)      .....................................................    609
               (a)(2)      .....................................................    609
               (a)(3)      .....................................................    Not Applicable
               (a)(4)      .....................................................    Not Applicable
               (b)         .....................................................    608
                           .....................................................    610
Section 311    (a)         .....................................................    613
               (b)         .....................................................    613
Section 312    (a)         .....................................................    701
                           .....................................................    702
               (b)         .....................................................    702
               (c)         .....................................................    702
Section 313    (a)         .....................................................    703
               (b)         ....................................................     703
               (c)         .....................................................    703
               (d)         .....................................................    703
Section 314    (a)         .....................................................    704
               (a)(4)      .....................................................    101
                           .....................................................    1004
               (b)         .....................................................    Not Applicable
               (c)(1)      .....................................................    102
               (c)(2)      .....................................................    102
               (c)(3)      .....................................................    Not Applicable
               (d)         .....................................................    Not Applicable
               (e)         .....................................................    102
Section 315    (a)         .....................................................    601
               (b)         .....................................................    602
               (c)         .....................................................    601
               (d)         .....................................................    601
               (e)         .....................................................    514
Section 316    (a)         .....................................................    101
               (a)(1)(A)   .....................................................    502
                           .....................................................    512
               (a)(1)(B)   .....................................................    513
               (a)(2)      .....................................................    Not Applicable
               (b)         .....................................................    508
               (c)         .....................................................    104
Section 317    (a)(1)      .....................................................    503
               (a)(2)      .....................................................    504
               (b)         .....................................................    1003
Section 318    (a)         .....................................................    107
</TABLE>

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

                                       vi

<PAGE>

         INDENTURE, dated as of ____________, 200__, among Tom Brown Resources
Funding Corp., an unlimited liability company organized under the laws of Nova
Scotia, Canada having its principal office at 736 8th Avenue, SW, 7th Floor,
Calgary, Alberta, Canada T2P 3H2 (herein called the "Company"), Tom Brown, Inc.,
a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Guarantor"), having its principal office at 555
Seventeenth Street, Suite 1850, Denver, Colorado 80202 and
_______________________________, a _____________________, as Trustee (herein
called the "Trustee").

                             RECITALS OF THE COMPANY

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

         The Guarantor has duly authorized the execution and delivery of this
Indenture and has agreed to guarantee the Securities pursuant to the terms
hereof.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         Section 101.      Definitions.

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

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

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

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

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

<PAGE>

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

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

         "Additional Amounts", has the meaning specified in Section 1010.

         "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; provided that direct or indirect beneficial ownership of 10% or more
of the Voting Stock of a Person shall be deemed to control.

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

         "Board of Directors" means either the board of directors of the Company
or the Guarantor, as applicable, or any committee thereof duly authorized to act
for it in respect hereof.

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

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

         "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
other equity participations, including partnership interests, whether general or
limited, of such Person.

         "Commission" means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "Common Stock" means the Common Stock, par value $0.01 per share, of
the Company as the same exists at the date of execution and delivery of this
Indenture or other capital stock of the Company into which such Common Stock is
converted, reclassified or changed from time to time.

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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and delivered to the
Trustee.

                                       2

<PAGE>

         "Corporate Trust Office" means the principal office of the Trustee in
the City of New York, New York at which at any particular time its corporate
trust business shall be administered.

         The term "corporation" means a corporation, association, company,
joint-stock company, partnership or business trust.

         "Covenant Defeasance" has the meaning specified in Section 1503.

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

         "Defeasance" has the meaning specified in Section 1502.

         "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary
for such Securities as contemplated by Section 301.

         "Designated Senior Debt" means any Senior Debt of the Company or the
Guarantor, as the case may be, which has, at the time of determination, an
aggregate principal amount outstanding of at least $[Insert amount] that is
specifically designated in the instrument evidencing such Senior Debt and is
designated in a notice delivered by the Company or the Guarantor, as applicable,
to the holders or a representative of the Holders of such Senior Debt and the
Trustee as "Designated Senior Debt" of the Company or the Guarantor, as the case
may be.

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

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

         "Expiration Date" has the meaning specified in Section 104.

         "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 205 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

         "Guarantee" means an unconditional guarantee of the Securities given by
the Guarantor pursuant to the terms of this Indenture.

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

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

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

         "Insolvency or Liquidation Proceeding" has the meaning specified in
Section 607.

                                       3

<PAGE>

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

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

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

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

         "Notice of Default" means a written notice of the kind specified in
Section 501(4).

         "Officer's Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, of
the Company or the Guarantor, as applicable, and delivered to the Trustee. The
officer signing the Company's Officer's Certificate given pursuant to Section
1004 shall be the principal executive, financial or accounting officer of the
Company.

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

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

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

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

                  (3)      Securities as to which Defeasance has been effected
         pursuant to Section 1502; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice,

                                       4

<PAGE>

consent, waiver or other action hereunder as of any date, (A) the principal
amount of an Original Issue Discount Security which shall be deemed to be
Outstanding shall be the amount of the principal thereof which would be due and
payable as of such date upon acceleration of the Maturity thereof to such date
pursuant to Section 502, (B) if, as of such date, the principal amount payable
at the Stated Maturity of a Security is not determinable, the principal amount
of such Security which shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 301, (C) the principal amount
of a Security denominated in one or more foreign currencies or currency units
which shall be deemed to be Outstanding shall be the U.S. dollar equivalent,
determined as of such date in the manner provided as contemplated by Section
301, of the principal amount of such Security (or, in the case of a Security
described in Clause (A) or (B) above, of the amount determined as provided in
such Clause), and (D) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

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

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

         "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

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

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

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

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

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

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

                                       5

<PAGE>

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

         "Senior Debt" when used with respect to the Company means the principal
of (and premium, if any) and interest (including all interest accruing
subsequent to the commencement of any bankruptcy or similar proceeding, whether
or not a claim for post-petition interest is allowable as a claim in any such
proceeding) on, and all fees and other amounts payable in connection with, the
following, whether direct or indirect, absolute or contingent, secured or
unsecured, due or to become due, outstanding on the date of the Indenture or
thereafter created, incurred or assumed: (a) indebtedness of the Company for
money borrowed or evidenced by credit or loan agreement, bonds, debentures,
notes or similar instruments, (b) all obligations of the Company evidenced by a
note or similar instrument or written agreement given in connection with the
acquisition of any businesses, properties or assets, including securities, (c)
obligations of the Company as lessee under leases capitalized on the balance
sheet of the lessee under generally accepted accounting principles, (d)
obligations of the Company under interest rate and currency swaps, caps, floors,
collars, hedge agreements, forward contracts, or similar agreements or
arrangements intended to protect the Company against fluctuations in interest or
currency exchange rates or commodity prices, (e) all reimbursement obligations
of the Company with respect to letters of credit, banker's acceptances or
similar facilities issued for the account of the Company, (f) indebtedness of
others of the kinds described in the preceding clauses (a), (b), (c), (d) and
(e) that the Company has assumed, guaranteed or otherwise assured the payment
thereof, directly or indirectly and/or (g) deferrals, renewals, extensions and
refundings of, or bonds, debentures, notes or other evidences of indebtedness
issued in exchange for, or amendments, modifications or supplements to, or
covenants and other obligations of the Company in connection with, the
indebtedness described in the preceding clauses (a) through (f) whether or not
there is any notice to or consent of the Holders of the Securities; except (i)
indebtedness and advances among the Company and its Subsidiaries; and (ii) any
particular indebtedness, deferral, renewal, extension or refunding, if it is
expressly stated in the governing terms or in the assumption thereof that the
indebtedness involved is not Senior Debt. "Senior Debt" of any Guarantor has a
correlative meaning; provided, however that clause (i) above shall be deemed to
refer to indebtedness of any Guarantor to the Company or any Subsidiary of the
Company.

         "Significant Subsidiary" means, at any date of determination, any
Subsidiary that represents 10% or more of the Company's total consolidated
assets at the end of the most recent fiscal quarter for which financial
information is available or 10% or more of the Company's consolidated net
revenues or consolidated operating income for the most recent four quarters for
which financial information is available.

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

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

         "Subsidiary" of any Person means (1) a corporation more than 50% of the
combined voting power of the outstanding Voting Stock of which is owned,
directly or indirectly, by such Person or by one or more other Subsidiaries of
such Person or by such Person and one or more Subsidiaries thereof or (2) any
other Person (other than a corporation) in which such Person, or one or more
other Subsidiaries of such Person or such Person and one or more other
Subsidiaries thereof, directly or indirectly, has at least a majority ownership
and power to direct the policies, management and affairs thereof.

                                       6

<PAGE>

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

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

         "U.S. Government Obligation" has the meaning specified in Section 1504.

         "Vice President", when used with respect to the Company, the Guarantor
or the Trustee, means any vice president, whether or not designated by a number
or a word or words added before or after the title "vice president".

         "Voting Stock" of any Person means Capital Stock of such Person which
ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

         "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

         Section 102.      Compliance Certificates and Opinions.

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

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include,

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

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

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

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

                                       7

<PAGE>

         Section 103.      Form of Documents Delivered to Trustee.

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

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

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

         Section 104.      Acts of Holders; Record Dates.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company or the
Guarantor. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee, the Company and the Guarantor, if made in the manner provided in
this Section.

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

         The ownership of Securities shall be proved by the Security Register.

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security

                                       8

<PAGE>

issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done, omitted or suffered to be done by the
Trustee, the Company or the Guarantor in reliance thereon, whether or not
notation of such action is made upon such Security.

         The Company or the Guarantor may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series
entitled to give, make or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made or taken by Holders of Securities of such series, provided
that the Company or the Guarantor may not set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in the next
paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other
Holders, shall be entitled to take the relevant action, whether or not such
Holders remain Holders after such record date, provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company or the Guarantor from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company or the Guarantor, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section
106.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company and the Guarantor in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.

         With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the

                                       9

<PAGE>

180th day after such record date as the Expiration Date with respect thereto,
subject to its right to change the Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than
the 180th day after the applicable record date.

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

         Section 105.      Notices, Etc., to Trustee, Company and Guarantor.

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

                  (1)      the Trustee by any Holder or by the Company or the
         Guarantor shall be sufficient for every purpose hereunder if made,
         given, furnished or filed in writing to or with the Trustee at its
         Corporate Trust Office, Attention: Corporate Finance Trust Services, or

                  (2)      the Company or the Guarantor by the Trustee or by any
         Holder shall be sufficient for every purpose hereunder (unless
         otherwise herein expressly provided) if in writing and mailed,
         first-class postage prepaid, in the case of either the Company or the
         Guarantor addressed to it at the address of its principal office
         specified in the first paragraph of this instrument or at any other
         address previously furnished in writing to the Trustee by the Company
         or the Guarantor, as applicable.

         Section 106.      Notice to Holders; Waiver.

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

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

         Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

         Section 107.      Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall

                                       10

<PAGE>

control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act which may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

         Section 108.      Effect of Headings and Table of Contents.

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

         Section 109.      Successors and Assigns.

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

         Section 110.      Separability Clause.

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

         Section 111.      Benefits of Indenture.

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

         Section 112.      Governing Law.

         This Indenture, the Guarantee and the Securities shall be governed by
and construed in accordance with the law of the State of New York.

         Section 113.      Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date, purchase
date or Stated Maturity of any Security shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or of
the Securities (other than a provision of any Security which specifically states
that such provision shall apply in lieu of this Section)) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date or purchase date, or at the Stated Maturity.

                                  ARTICLE TWO

                                 SECURITY FORMS

         Section 201.      Forms Generally.

         The Securities of each series and the Guarantee shall be in
substantially the form set forth in this Article, or in such other form as shall
be established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may

                                       11

<PAGE>

be required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities as evidenced by their execution thereof. If the form
of Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company or the Guarantor, as
applicable, and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 303 for the authentication and delivery of
such Securities.

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

         Section 202.      Form of Face of Security.

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

                        Tom Brown Resources Funding Corp.

                      ____________________________________

No. _______________                                                    $________

         Tom Brown Resources Funding Corp., an unlimited liability company
organized under the laws of Nova Scotia, Canada (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
_________________________, or registered assigns, the principal sum of
______________________________ Dollars on _________________________ [if the
Security is to bear interest prior to Maturity, insert-- , and to pay interest
thereon from _______________ or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on
__________________ and ____________ in each year, commencing _____________, at
the rate of _______% per annum, until the principal hereof is paid or made
available for payment, provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
....% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the __________ or ___________ (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture].

         [If the Security is not to bear interest prior to Maturity, insert --
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ______% per annum (to the extent that the payment
of such interest shall be legally enforceable), from the dates such amounts are
due until they are paid or made available for payment.

                                       12

<PAGE>

Interest on any overdue principal or premium shall be payable on demand. Any
such interest on overdue principal or premium which is not paid on demand shall
bear interest at the rate of ______% per annum (to the extent that the payment
of such interest on interest shall be legally enforceable), from the date of
such demand until the amount so demanded is paid or made available for payment.
Interest on any overdue interest shall be payable on demand.]

         Payment of the principal of (and premium, if any) and [if applicable,
insert _______ any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in _________, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                           Tom Brown Resources Funding Corp.

                                           By __________________________________

         Section 203.      Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ____________, 200__ (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company, Tom Brown, Inc., a corporation organized under
the laws of the State of Delaware, as guarantor (herein called the "Guarantor")
and _______________________________, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Guarantor, the Trustee, the holders of Senior Debt and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert -- , limited in aggregate principal
amount to $____________].

         All payments made by the Company under or with respect to the
Securities of this series and by the Guarantor under or with respect to the
Guarantee (the Issuer and the Guarantor being referred to for purposes of this
section "Additional Amounts" individually as an "Obligor" and collectively as
the "Obligors") will be made free and clear of, and without withholding or
deduction for or on account of, any present or future tax, duty, levy, impost,
assessment or other governmental charge imposed or levied by or on behalf of the
Government of Canada or of any province or territory thereof or by any authority
or

                                       13

<PAGE>

agency therein or thereof having power to tax (or the jurisdiction of
incorporation of any successor of any Obligor) (hereunder "Taxes"), unless the
applicable Obligor or any successor, as the case may be, is required to withhold
or deduct Taxes by law or by the interpretation or administration thereof by the
relevant governmental authority or agency. If any Obligor or any successor, as
the case may be, is so required to withhold or deduct any amount for or on
account of Taxes from any payment made under or with respect to the Securities
or the Guarantee, such Obligor will pay such additional amounts ("Additional
Amounts") as may be necessary so that the net amount received by each Holder
(including Additional Amounts) after such withholding or deduction will not be
less than the amount the Holder would have received if such Taxes had not been
withheld or deducted; provided that no Additional Amounts will be payable with
respect to a payment made to a Holder (an "Excluded Holder") in respect of a
beneficial owner (i) with which the Company does not deal at arm's length
(within the meaning of the Income Tax Act (Canada)) at the time of making such
payment or (ii) which is subject to such Taxes by reason of its being connected
with Canada or any province or territory thereof otherwise than by the mere
acquisition, holding or disposition of the Securities or the receipt of payments
thereunder. The Obligors will also (i) make such withholding or deduction and
(ii) remit the full amount deducted or withheld to the relevant government
authority in accordance with applicable law. The Obligors will furnish to the
Holders, within 30 days after the date the payment of any Taxes is due pursuant
to applicable law, certified copies of tax receipts evidencing such payment. The
Obligors will, jointly and severally, indemnify and hold harmless each Holder
(other than an Excluded Holder) and upon written request reimburse each such
Holder for the amount of (i) any Taxes so levied or imposed and paid by such
Holder as a result of payments made under or with respect to the Securities or
the Guarantee, (ii) any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto, and (iii) any Taxes imposed with
respect to any reimbursement under (i) or (ii) so that the net amount received
by such Holder after such reimbursement will not be less than the net amount the
Holder would have received if Taxes on such reimbursement had not been imposed.

         At least 30 days prior to each date on which any payment under or with
respect to the Securities is due and payable, if the Company will be obligated
to pay Additional Amounts with respect to such payment, the Company will deliver
to the Trustee an Officers' Certificate stating the fact that such Additional
Amounts will be payable, the amounts so payable and will set forth such other
information necessary to enable such Trustee to pay such Additional Amounts to
Holders on the payment date. Whenever this Indenture mentions, in any context,
the payment of principal (and premium, if any), redemption price, interest or
any other amount payable under or with respect to any Security, such mention
shall be deemed to include mention of the payment of Additional Amounts to the
extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof.

         The Company will pay any present or future stamp, court or documentary
taxes or any other excise or property taxes, charges or similar levies that
arise in any jurisdiction from the execution, delivery, enforcement or
registration of the Securities or any other document or instrument in relation
thereto, or the receipt of any payments with respect to the Securities,
excluding such taxes, charges or similar levies imposed by any jurisdiction
outside of Canada, the jurisdiction of incorporation of any successor of the
Company or any jurisdiction in which a paying agent is located, and has agreed
to indemnify the Holders for any such taxes paid by such Holders.

         The foregoing obligations shall survive any termination, defeasance or
discharge of the Indenture and the payment of all amounts owing under or with
respect to this Security and the Guarantee.

         [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert--
(1) on _________________ in any year commencing with the year ____________ and
ending with the year ________ through operation of the sinking fund for this
series at a Redemption Price equal to 100% of the principal amount, and (2)] at
any time [if applicable, insert -- on or after _________,

                                       14

<PAGE>

20__], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If
redeemed [if applicable, insert -- on or before _________________, ____%, and if
redeemed] during the 12-month period beginning _________________.. of the years
indicated,

<TABLE>
<CAPTION>
      Year                 Redemption Price                  Year                  Redemption Price
      ----                 ----------------                  ----                  -----------------
<S>                        <C>                               <C>                   <C>
</TABLE>

and thereafter at a Redemption Price equal to _______% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ____________ in
any year commencing with the year _____ and ending with the year _______ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ____________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ____________ of the years indicated,

<TABLE>
<CAPTION>
                         Redemption Price For                  Redemption Price For Redemption
                     Redemption Through Operation             Otherwise Than Through Operation
 Year                     of the Sinking Fund                         of the Sinking Fund
 ----                ------------------------------           --------------------------------
<S>                  <C>                                      <C>
</TABLE>

and thereafter at a Redemption Price equal to _______% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

         [If applicable, insert -- Notwithstanding the foregoing, the Company
may not, prior to ________________, redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than _______% per annum.]

         The Securities of this series will also be subject to redemption as a
whole, but not in part, at the option of the Company at any time, on not less
than 30 nor more than 60 days' prior written notice, at 100% of the principal
amount thereof, plus accrued and unpaid interest thereon (if any) to the
redemption date, in the event that any Obligor (as defined in paragraph 2 above)
has become, or would become, obligated to pay, on the next day on which any
amount would be payable with respect to the Securities,

                                       15

<PAGE>

any Additional Amounts as a result of a change in the laws (including any
regulations promulgated thereunder)of Canada (or any political subdivision or
taxing authority thereof or therein), or any change in any official position
regarding the application or interpretation of such laws or regulations, which
change is announced or becomes effective on or after the issuance date of the
Securities; provided, however, that (a) no such notice of redemption shall be
given earlier than 60 days prior to the earliest date on which such Obligor
would be obligated to pay such Additional Amounts if a payment of the Securities
were then due, and (b) at the time any such redemption notice is given, such
obligation to pay Additional Amounts must remain in effect. Prior to any
redemption of the Securities, the Company shall deliver to the Trustee or any
paying agent an Officer's Certificate stating that the Company is entitled to
effect such redemption and setting forth a statement of facts showing that the
conditions precedent to the right of redemption have occurred.

         [If applicable, insert -- The sinking fund for this series provides for
the redemption on _______________ in each year beginning with the year
______________ and ending with the year __________ of [if applicable, insert --
not less than $__________ ("mandatory sinking fund") and not more than]
$___________ aggregate principal amount of Securities of this series. Securities
of this series acquired or redeemed by the Company otherwise than through [if
applicable, insert -- mandatory] sinking fund payments may be credited against
subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise
required to be made [if applicable, insert -- , in the inverse order in which
they become due].]

         [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Debt of the Company, and this Security is issued
subject to the provisions of the Indenture with respect thereto. In addition,
the Guarantee is subordinated to Senior Debt of the Guarantor. Each Holder of
this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.

         [If applicable, insert -- The Indenture contains provisions for
Defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

         [If the Security is not an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

         [If the Security is an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company or the Guarantor and the rights of the

                                       16

<PAGE>

Holders of the Securities of each series to be affected under the Indenture at
any time by the Company, the Guarantor and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company or
the Guarantor with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $________ and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is

                                       17

<PAGE>

registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         Section 204.      Form of Guarantee.

                                    GUARANTEE

         For value received, the Guarantor, as principal obligor and not merely
as surety, hereby unconditionally guarantees on an unsecured subordinated basis
to the Holder of this Security and to the Trustee and its successors and assigns
that (a) the principal of, premium thereon (if any) and interest on this
Security will be promptly paid in full when due, subject to any applicable grace
period, whether at maturity, by acceleration, by redemption or otherwise, and
interest on the overdue principal and interest on any overdue interest on this
Security and all other monetary obligations of the Issuer to the Holders or the
Trustee under the Indenture and the Securities will be promptly paid in full or
performed, all in accordance with the terms of the Indenture (all the foregoing
being hereinafter collectively called the "Obligations"). The Guarantor further
agrees that the Obligations may be extended or renewed, in whole or in part,
without notice or further assent from the Company, and that the Company will
remain bound by Article Thirteen of the Indenture notwithstanding any extension
or renewal of any Obligation.

         This Guarantee is subject to Article Thirteen "--Guarantee" and Article
Fourteen "--Subordination of Guarantee" of the Indenture.

         The obligations of the Guarantor to the Holder of this Security and to
the Trustee pursuant to this Guarantee and the Indenture are expressly set forth
in the Indenture to which reference is hereby made for the precise terms of such
obligations.

         This Guarantee is dated the date of the Security upon which it is
endorsed.

         IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed.

                                         Tom Brown, Inc.

                                         By __________________________
                                         Name:
                                         Title:

                                         By __________________________
                                         Name:
                                         Title:

         Section 205.      Form of Legend for Global Securities.

         Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
         HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
         OR A
                                       18

<PAGE>

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

         Section 206.      Form of Trustee's Certificate of Authentication.

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

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

                                                  ______________________________
                                                                      As Trustee

                                                      By _______________________
                                                            Authorized Signatory

                                 ARTICLE THREE

                                 THE SECURITIES

         Section 301.      Amount Unlimited; Issuable in Series.

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

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officer's Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

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

                  (2)      [intentionally omitted];

                  (3)      any change to the subordination provisions which
         applies to the Securities of the series from those contained in Article
         Twelve with respect to the Securities, and the definitions of Senior
         Debt and Designated Senior Debt which shall apply to the Securities of
         the series;

                  (4)      any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
         and except for any Securities which, pursuant to Section 303, are
         deemed never to have been authenticated and delivered hereunder);

                                       19

<PAGE>

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

                  (6)      the date or dates on which the principal of any
         Securities of the series is payable;

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

                  (8)      the place or places where the principal of and any
         premium and interest on any Securities of the series shall be payable;

                  (9)      the period or periods within which, the price or
         prices at which and the terms and conditions upon which any Securities
         of the series may be redeemed, in whole or in part, at the option of
         the Company and, if other than by a Board Resolution, the manner in
         which any election by the Company to redeem the Securities shall be
         evidenced;

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

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

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

                  (13)     if other than the currency of the United States of
         America, the currency, currencies or currency units in which the
         principal of or any premium or interest on any Securities of the series
         shall be payable and the manner of determining the equivalent thereof
         in the currency of the United States of America for any purpose,
         including for purposes of the definition of "Outstanding" in Section
         101;

                  (14)     if the principal of or any premium or interest on any
         Securities of the series is to be payable, at the election of the
         Company or the Holder thereof, in one or more currencies or currency
         units other than that or those in which such Securities are stated to
         be payable, the currency, currencies or currency units in which the
         principal of or any premium or interest on such Securities as to which
         such election is made shall be payable, the periods within which and
         the terms and conditions upon which such election is to be made and the
         amount so payable (or the manner in which such amount shall be
         determined);

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

                                       20

<PAGE>

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

                  (17)     if applicable, that the Securities of the series, in
         whole or any specified part, shall be defeasible pursuant to Section
         1502 or Section 1503 or both such Sections and, if other than by a
         Board Resolution, the manner in which any election by the Company to
         defease such Securities shall be evidenced;

                  (18)     if applicable, that any Securities of the series
         shall be issuable in whole or in part in the form of one or more Global
         Securities and, in such case, the respective Depositories for such
         Global Securities, the form of any legend or legends which shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in Section 205 and any circumstances in addition to or in lieu of
         those set forth in Clause (2) of the last paragraph of Section 305 in
         which any such Global Security may be exchanged in whole or in part for
         Securities registered, and any transfer of such Global Security in
         whole or in part may be registered, in the name or names of Persons
         other than the Depositary for such Global Security or a nominee
         thereof;

                  (19)     any addition to or change in the Events of Default
         which applies to any Securities of the series and any change in the
         right of the Trustee or the requisite Holders of such Securities to
         declare the principal amount thereof due and payable pursuant to
         Section 502;

                  (20)     any addition to or change in the covenants set forth
         in Article Ten which applies to Securities of the series;

                  (21)     whether the Securities of the series will be
         convertible (or cash in lieu thereof) and, if so, the terms and
         conditions upon which such conversion shall be effected including the
         initial conversion price and any adjustments thereto, the conversion
         period and other provisions in addition to or in lieu of those set
         forth herein;

                  (22)     whether the Securities of that series will be issued
         together with other securities as units; and

                  (23)     any other terms of the series (which terms shall not
         be inconsistent with the provisions of this Indenture, except as
         permitted by Section 901(5)).

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

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officer's
Certificate setting forth the terms of the series.

                                       21

<PAGE>

         The Securities shall be subordinated in right of payment to Senior Debt
of the Company as provided in Article Twelve.

         Section 302.      Denominations.

         The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

         Section 303.      Execution, Authentication, Delivery and Dating.

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

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

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

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

                  (3)      that such Securities, when authenticated and
         delivered by the Trustee and issued by the Company in the manner and
         subject to any conditions specified in such Opinion of Counsel, will
         constitute valid and legally binding obligations of the Company
         enforceable in accordance with their terms, subject to bankruptcy,
         insolvency, fraudulent transfer, reorganization, moratorium and similar
         laws of general applicability relating to or affecting creditors'
         rights and to general equity principles.

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

                                       22

<PAGE>

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

         Section 304.      Temporary Securities.

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

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

         Section 305.      Registration, Registration of Transfer and Exchange.

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

         Upon surrender for registration of transfer of any Security of a series
at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new

                                       23

<PAGE>

Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount.

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

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

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

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

         If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of that
series and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103 and
ending at the close of business on the day of such mailing, or (B) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

         The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

                  (1)      Each Global Security authenticated under this
         Indenture shall be registered in the name of the Depositary designated
         for such Global Security or a nominee thereof and delivered to such
         Depositary or a nominee thereof or custodian therefor, and each such
         Global Security shall constitute a single Security for all purposes of
         this Indenture.

                  (2)      Notwithstanding any other provision in this
         Indenture, no Global Security may be exchanged in whole or in part for
         Securities registered, and no transfer of a Global Security in whole or
         in part may be registered, in the name of any Person other than the
         Depositary for such Global Security or a nominee thereof or a successor
         Depositary or a nominee thereof, unless (A) such Depositary (i) has
         notified the Company that it is unwilling or unable to continue as
         Depositary for such Global Security or (ii) has ceased to be a clearing
         agency registered under the Exchange Act, (B) there shall have occurred
         and be continuing an Event of Default with respect to such Global
         Security and the Security Registrar shall have received a written
         request from such Depositary to issue certificated Securities or (C)
         there shall exist such circumstances, if any, in addition to or in lieu
         of the foregoing as have been specified for this purpose as
         contemplated by Section 301.

                                       24

<PAGE>

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

                  (4)      Every Security authenticated and delivered upon
         registration of transfer of, or in exchange for or in lieu of, a Global
         Security or any portion thereof, whether pursuant to this Section,
         Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and
         delivered in the form of, and shall be, a Global Security, unless such
         Security is registered in the name of a Person other than the
         Depositary for such Global Security or a nominee thereof.

         Section 306.      Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable or is to be converted, the Company
in its discretion may, instead of issuing a new Security, pay or authorize the
conversion of such Security (without surrender thereof save in the case of a
mutilated Security).

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

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

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

         Section 307.      Payment of Interest; Interest Rights Preserved.

         Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

                                       25

<PAGE>

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                  (1)      The Company or the Guarantor may elect to make
         payment of any Defaulted Interest to the Persons in whose names the
         Securities of such series (or their respective Predecessor Securities)
         are registered at the close of business on a Special Record Date for
         the payment of such Defaulted Interest, which shall be fixed in the
         following manner. The Company or the Guarantor shall notify the Trustee
         in writing of the amount of Defaulted Interest proposed to be paid on
         each Security of such series and the date of the proposed payment, and
         at the same time the Company or the Guarantor 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 or the Guarantor of such Special Record Date and, in the
         name and at the expense of the Company or the Guarantor, shall cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be given to each Holder of Securities
         of such series in the manner set forth in Section 106, not less than 10
         days prior to such Special Record Date. Notice of the proposed payment
         of such Defaulted Interest and the Special Record Date therefor having
         been so mailed, such Defaulted Interest shall be paid to the Persons in
         whose names the Securities of such series (or their respective
         Predecessor Securities) are registered at the close of business on such
         Special Record Date and shall no longer be payable pursuant to the
         following Clause (2).

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

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

         Section 308.      Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Security is registered as the
owner of such Security for the purpose of receiving payment of principal of and
any premium and (subject to Section 307) any interest on such Security and for
all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                                       26

<PAGE>

         Section 309.      Cancellation.

         All Securities surrendered for payment, redemption, purchase,
conversion, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by a Company Order.

         Section 310.      Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

         Section 311.      Interest Act (Canada).

         For the purposes only of the disclosure required by the Interest Act
(Canada), and without affecting the amount of interest payable to any Holder or
the calculation of interest on any Securities, if any rate of interest on any
Securities is calculated on the basis of a year (the "deemed year") which
contains fewer days than the actual number of days in the calendar year of
calculation, such rate of interest shall be expressed as a yearly rate for the
purposes of the Interst Act (Canada) by multiplying such rate of interest by the
actual number of days in the calendar year of calculation and dividing it by the
number of days in the deemed year.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

         Section 401.      Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                  (1)      either

                                (A)      all Securities theretofore
                           authenticated and delivered (other than (i)
                           Securities which have been destroyed, lost or stolen
                           and which have been replaced, converted or paid as
                           provided in Section 306 and (ii) Securities for whose
                           payment money has theretofore been deposited in trust
                           or segregated and held in trust by the Company and
                           thereafter repaid to the Company or discharged from
                           such trust, as provided in Section 1003) have been
                           delivered to the Trustee for cancellation; or

                                       27

<PAGE>

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

                                    (i)      have become due and payable, or

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

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

              and the Company or the Guarantor, in the case of (i), (ii) or
              (iii) above, has deposited or caused to be deposited with the
              Trustee as trust funds in trust for the purpose money in an amount
              sufficient to pay and discharge the entire indebtedness on such
              Securities not theretofore delivered to the Trustee for
              cancellation, for principal and any premium and interest to the
              date of such deposit (in the case of Securities which have become
              due and payable) or to the Stated Maturity or Redemption Date, as
              the case may be;

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

                  (3)      the Company or the Guarantor has delivered to the
         Trustee an Officer's Certificate and an Opinion of Counsel, each
         stating that all conditions precedent herein provided for relating to
         the satisfaction and discharge of this Indenture have been complied
         with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

         Section 402.      Application of Trust Money.

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

                                  ARTICLE FIVE

                                    REMEDIES

         Section 501.      Events of Default.

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

                                       28

<PAGE>

pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

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

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

                  (3)      the Company and the Guarantor default in the deposit
         of any sinking fund payment, when and as due by the terms of a Security
         of that series; or

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

                  (5)      the Company or the Guarantor defaults in the
         performance, or breach, of the provisions of Article Eight;

                  (6)      [intentionally omitted];

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

                  (8)      the commencement by the Company, any Significant
         Subsidiary or any group of Subsidiaries that together would constitute
         a Significant Subsidiary of a voluntary case or proceeding under any
         applicable Federal or State bankruptcy, insolvency, reorganization or
         other similar law or of any other case or proceeding to be adjudicated
         a bankrupt or insolvent, or the consent by it or them to the entry of a
         decree or order for relief in respect of the Company, any Significant
         Subsidiary or any group of Subsidiaries that together would constitute
         a Significant Subsidiary in an involuntary case or proceeding under any
         applicable Federal or State bankruptcy, insolvency, reorganization or
         other similar law or to the commencement of any bankruptcy or

                                       29

<PAGE>

         insolvency case or proceeding against it or them, or the filing by it
         or them of a petition or answer or consent seeking reorganization or
         relief under any applicable Federal or State law, or the consent by it
         or them to the filing of such petition or to the appointment of or
         taking possession by a custodian, receiver, liquidator, assignee,
         trustee, sequestrator or other similar official of the Company, any
         Significant Subsidiary or any group of Subsidiaries that together would
         constitute a Significant Subsidiary or of any substantial part of its
         or their property, or the making by it or them of an assignment for the
         benefit of creditors, or the admission by it or them in writing of its
         or their inability to pay its or their debts generally as they become
         due, or the taking of corporate action by the Company, any Significant
         Subsidiary or any group of Subsidiaries that together would constitute
         a Significant Subsidiary in furtherance of any such action; or

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

         Section 502.      Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 501(7) or 501(8)) with respect to Securities of any series at the time
Outstanding shall occur and be continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount
Securities, or if the principal amount thereof is not then determinable, such
portion of the principal amount of such Securities, or such other amount in lieu
of such principal amount, as may be specified by the terms thereof) to be due
and payable immediately, by a notice in writing to the Company and the Guarantor
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) shall become immediately due and payable.
If an Event of Default specified in Section 501(7) or 501 (8) with respect to
Securities of any series at the time Outstanding shall occur, the principal
amount of all the Securities of that series (or, if any Securities of that
series are Original Issue Discount Securities, or if the principal amount
thereof is not then determinable, such portion of the principal amount of such
Securities, or such other amount in lieu of such principal amount, as may be
specified by the terms thereof) shall automatically, and without any declaration
or other action on the part of the Trustee or any Holder, become immediately due
and payable.

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

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

                                    (A)      all overdue interest on all
                           Securities of that series,

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

                                    (C)      to the extent that payment of such
                           interest is lawful, interest upon overdue interest at
                           the rate or rates prescribed therefor in such
                           Securities, and

                                       30

<PAGE>

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

and

                  (2)      all Events of Default with respect to Securities of
         that series, other than the non-payment of the principal (or other
         specified amount) of Securities of that series which has become due
         solely by such declaration of acceleration, have been cured or waived
         as provided in Section 513.

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

         Section 503.      Collection of Indebtedness and Suits for Enforcement
by Trustee.

         The Company and the Guarantor covenant that if

                  (1)      default is made in the payment of any interest on any
         Security when such interest becomes due and payable and such default
         continues for a period of 30 days, or

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

the Company or the Guarantor will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and any premium and interest and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal and premium and on any overdue interest, at the rate or
rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

         Section 504.      Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company or the
Guarantor or any other obligor upon the Securities, or the property or creditors
of the Company or the Guarantor or any other obligor upon the Securities, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 607.

                                       31

<PAGE>

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

         Section 505.      Trustee May Enforce Claims Without Possession of
Securities.

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

         Section 506.      Application of Money Collected.

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

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

                  SECOND: Subject to Article Twelve and Article Fourteen, to the
         payment of the amounts then due and unpaid for principal of and any
         premium and interest on the Securities in respect of which or for the
         benefit of which such money has been collected, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on such Securities for principal and any premium and interest,
         respectively.

         Section 507.      Limitation on Suits.

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

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

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

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

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

                                       32

<PAGE>

                  (5)      no direction inconsistent with such written request
         has been given to the Trustee during such 60-day period by the Holders
         of a majority in principal amount of the Outstanding Securities of that
         series;

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

         Section 508.      Unconditional Right of Holders to Receive Principal,
Premium and Interest and Additional Amounts, if any.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 307)
interest and Additional Amounts (as defined in Section 1010 of this Indenture),
if any, on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption or offer by the Company to purchase the
Securities pursuant to the terms of this Indenture, on the Redemption Date or
purchase date, as applicable), and to institute suit for the enforcement of any
such payment or for the enforcement of any such right to convert, and such
rights shall not be impaired without the consent of such Holder.

         Section 509.      Restoration of Rights and Remedies.

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

         Section 510.      Rights and Remedies Cumulative.

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

         Section 511.      Delay or Omission Not Waiver.

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

                                       33

<PAGE>

         Section 512.      Control by Holders.

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

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

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

         Section 513.      Waiver of Past Defaults.

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

                  (1)      in the payment of the principal of or any premium or
         interest on any Security of such series (including any Security which
         is required to have been purchased by the Company pursuant to an offer
         to purchase by the Company made pursuant to the terms of this
         Indenture), or

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

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

         Section 514.      Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company or the Guarantor.

         Section 515.      Waiver of Usury, Stay or Extension Laws.

         The Company and the Guarantor covenant (to the extent that they may
lawfully do so) that they will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company and
the Guarantor (to the extent that they may lawfully do so) hereby expressly
waives all benefit or advantage of any such law and covenant that they 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.

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<PAGE>

                                   ARTICLE SIX

                                   THE TRUSTEE

         Section 601.      Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
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 602.      Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

         Section 603.      Certain Rights of Trustee.

         Subject to the provisions of Section 601:

                  (1)      the Trustee may 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, other evidence of indebtedness or other
         paper or document believed by it to be genuine and to have been signed
         or presented by the proper party or parties;

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

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

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

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

                                       35

<PAGE>

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

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

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

         Section 604.      Not Responsible for Recitals or Issuance of
Securities.

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

         Section 605.      May Hold Securities.

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

         Section 606.      Money Held in Trust.

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

         Section 607.      Compensation and Reimbursement.

         The Company and the Guarantor each agrees

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

                  (2)      except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all expenses, disbursements
         and advances incurred or made by the Trustee in accordance with any
         provision of this Indenture (including the compensation and the
         expenses

                                       36

<PAGE>

         and disbursements of its agents and counsel), except any such expense,
         disbursement or advance as may be attributable to its gross negligence
         or bad faith; and

                  (3)      to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without gross
         negligence or bad faith on its part, arising out of or in connection
         with the acceptance or administration of the trust or trusts hereunder,
         including the costs and expenses of defending itself against any claim
         or liability in connection with the exercise or performance of any of
         its powers or duties hereunder. When the Trustee incurs expenses or
         renders services after the occurrence of an Event of Default specified
         in paragraph (7) or (8) of Section 501 of this Indenture, such expenses
         and the compensation for such services are intended to constitute
         expenses of administration under any Insolvency or Liquidation
         Proceeding. For the purposes of this paragraph, "Insolvency or
         Liquidation Proceeding" means, with respect to any Person, (a) an
         insolvency or bankruptcy case or proceeding, or any receivership,
         liquidation, reorganization or similar case or proceeding in connection
         therewith, relative to such Person or its creditors, as such, or its
         assets, or (b) any liquidation, dissolution or other winding-up
         proceeding of such Person, whether voluntary or involuntary and whether
         or not involving insolvency or bankruptcy or (c) any assignment for the
         benefit of creditors or any other marshaling of assets and liabilities
         of such Person.

         Section 608.      Conflicting Interests.

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

         Section 609.      Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such, and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

         Section 610.      Resignation and Removal; Appointment of Successor.

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

         The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company and the
Guarantor. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

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<PAGE>

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

         If at any time:

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

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

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

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

         If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company, the Guarantor and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the successor
Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company, the Guarantor or the Holders and accepted appointment
in the manner required by Section 611, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

         The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

                                       38

<PAGE>

         Section 611.      Acceptance of Appointment by Successor.

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

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

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

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

         Section 612.      Merger, Conversion, Consolidation or Succession to
Business.

         Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such Person
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto. As soon as practicable, the successor Trustee shall mail a
notice of its

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<PAGE>

succession to the Company, the Guarantor and the Holders of the Securities then
Outstanding. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

         Section 613.      Preferential Collection of Claims Against Company.

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

         Section 614.      Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer, conversion or partial
redemption thereof or pursuant to Section 306, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and the Guarantor and
shall at all times be a Person organized and doing business under the laws of
the United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee, the Company and to the Guarantor. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent, the Company and to the Guarantor. Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and to the
Guarantor and shall give notice of such appointment in the manner provided in
Section 106 to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally

                                       40

<PAGE>

named as an Authenticating Agent. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

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

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

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

                                          _____________________________________,
                                                                     As Trustee

                                                 By_____________________________
                                                        As Authenticating Agent

                                                 By_____________________________
                                                            Authorized Signatory

                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 701.      Company to Furnish Trustee Names and Addresses of
Holders

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

                  (1)      semi-annually, not later than March 1 and September 1
         in each year, a list, in such form as the Trustee may reasonably
         require, of the names and addresses of the Holders of Securities of
         each series as of the preceding February 15 or August 15, as the case
         may be, and

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

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

         Section 702.      Preservation of Information; Communications to
Holders.

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

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<PAGE>

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

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

         Section 703.      Reports by Trustee.

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

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

         Section 704.      Reports by Company and the Guarantor.

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

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         Section 801.      Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not, in a single transaction or a series of related
transactions, consolidate with or merge into any other Person or permit any
other Person to consolidate with or merge into the Company or transfer, convey,
sell, lease or otherwise dispose of all or substantially all of its assets,
unless:

                  (1)      in a transaction in which the Company does not
         survive or in which the Company transfers, conveys, sells, leases or
         otherwise disposes of all or substantially all of its assets, the
         successor entity (for purposes of this Article Eight, a "Successor
         Company") shall be a corporation, partnership, trust or other entity
         organized and validly existing under the laws of the United States of
         America, any State thereof or the District of Columbia or under the
         laws of Canada or any province or territory thereof, and shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, the due
         and punctual payment of the principal of and any premium and interest
         on all the Securities and the performance or observance of every
         covenant of this Indenture on the part of the Company to be performed
         or observed;

                  (2)      immediately after giving effect to such transaction
         and treating any indebtedness which becomes an obligation of the
         Company or any Subsidiary as a result of such transaction as

                                       42

<PAGE>

         having been incurred by the Company or such Subsidiary at the time of
         such transaction, no Event of Default, and no event which, after notice
         or lapse of time or both, would become an Event of Default, shall have
         happened and be continuing;

                  (3)      any other conditions provided pursuant to Section 301
         with respect to the Securities of a series are satisfied;

                  (4)      the Company has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger or disposition and, if a supplemental indenture
         is required in connection with such transaction, such supplemental
         indenture comply with this Article and that all conditions precedent
         herein provided for relating to such transaction have been complied
         with;

                  (5)      the Successor Company shall be the Company, the
         Guarantor or a Wholly-Owned Subsidiary of the Guarantor; and

                  (6)      in a transaction in which the Guarantor is not the
         Successor Company, the Guarantor shall have executed and delivered to
         the Trustee, in form satisfactory to the Trustee, a supplemental
         indenture confirming the obligations of the Guarantor to pay the
         principal of and interest on the Securities, pursuant to the Guarantee
         and to perform all covenants of the Guarantor under this Indenture.

         Section 802.      Successor Company Substituted.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any transfer, conveyance, sale, lease or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 801, the Successor Company shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities. If the Successor Company is the Guarantor and the
Guarantor has assumed the obligations of the Company under an Outstanding series
of Securities, and this Indenture in accordance with Section 801 above, all
outstanding Guarantees of such series of Securities shall automatically
terminate and be discharged.

         Section 803.      Guarantor May Consolidate, Etc., Only on Certain
Terms.

         The Guarantor shall not, in a single transaction or a series of related
transactions, consolidate with or merge into any other Person or permit any
other Person to consolidate with or merge into the Guarantor or transfer,
convey, sell, lease or otherwise dispose of all or substantially all of its
assets, unless:

         (1)      in a transaction in which the Guarantor does not survive or in
which the Guarantor transfers, conveys, sells, leases or otherwise disposes of
all or substantially all of its assets, the successor entity (for purposes of
this Article Eight, a "Successor Guarantor") shall be a corporation,
partnership, trust or other entity organized and validly existing under the laws
of the United States of America, any State thereof or the District of Columbia
or under the laws of Canada or any province or territory thereof, and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, the Guarantee and the
performance or observance of every covenant of this Indenture on the part of the
Guarantor to be performed or observed;

                                       43

<PAGE>

         (2)      immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the Guarantor or any
Subsidiary as a result of such transaction as having been incurred by the
Guarantor or such Subsidiary at the time of such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing; and

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

         Section 804.      Successor Guarantor Substituted.

         Upon any consolidation of the Guarantor with, or merger of the
Guarantor into, any other Person or any transfer, conveyance, sale, lease or
other disposition of all or substantially all of the assets of the Guarantor in
accordance with Section 803, the Successor Guarantor shall succeed to, and be
substituted for, and may exercise every right and power of, the Guarantor under
this Indenture with the same effect as if such successor Person had been named
as the Guarantor herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Guarantee.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         Section 901.      Supplemental Indentures Without Consent of Holders.

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

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

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

                  (3)      to add any additional Events of Default for the
         benefit of the Holders of all or any series of Securities (and if such
         additional Events of Default are to be for the benefit of less than all
         series of Securities, stating that such additional Events of Default
         are expressly being included solely for the benefit of such series);

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

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<PAGE>

                  (5)      to add to, change or eliminate any of the provisions
         of this Indenture in respect of one or more series of Securities,
         provided that any such addition, change or elimination (A) shall
         neither (i) apply to any Security of any series created prior to the
         execution of such supplemental indenture and entitled to the benefit of
         such provision nor (ii) modify the rights of the Holder of any such
         Security with respect to such provision or (B) shall become effective
         only when there is no such Security Outstanding; or

                  (6)      to secure the Securities; or

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

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

                  (9)      to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture, provided that such
         action pursuant to this Clause (9) shall not adversely affect the
         interests of the Holders of Securities of any series in any material
         respect.

         Section 902.      Supplemental Indentures With Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture (each such series voting as a separate class), by Act of
said Holders delivered to the Company, the Guarantor and the Trustee, the
Company and the Guarantor, when authorized by Board Resolutions and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

                  (1)      change the Stated Maturity of the principal of, or
         any installment of principal of or interest on, any Security, or reduce
         the principal amount thereof or the rate of interest thereon or any
         premium payable upon the redemption thereof, or reduce the amount of
         the principal of an Original Issue Discount Security or any other
         Security which would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 502, or change
         any Place of Payment where, or the coin or currency in which, any
         Security or any premium or interest thereon is payable, or impair the
         right to institute suit for the enforcement of (a) any such payment on
         or after the Stated Maturity thereof (or, in the case of redemption, on
         or after the Redemption Date or in the case of an offer to purchase
         Securities which has been made pursuant to a covenant contained in this
         Indenture, on or after the applicable purchase date) or (b) any
         conversion right with respect to any Security, or modify the provisions
         of this Indenture with respect to (x) the subordination of the
         Securities or (y) the conversion of the Securities, in either case in a
         manner adverse to the Holders; or

                  (2)      reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the

                                       45

<PAGE>

         consent of whose Holders is required for any waiver (of compliance with
         certain provisions of this Indenture or certain defaults hereunder and
         their consequences) provided for in this Indenture; or

                  (3)      modify any of the provisions of this Section, Section
         513 or Section 1009, except to increase any such percentage or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Security affected thereby; provided, however, that this
         clause shall not be deemed to require the consent of any Holder with
         respect to changes in the references to "the Trustee" and concomitant
         changes in this Section and Section 1009, or the deletion of this
         proviso, in accordance with the requirements of Sections 611 and
         901(8);

                  (4)      following the making of an offer to purchase
         Securities which has been made pursuant to a covenant contained in this
         Indenture, modify the provisions of this Indenture with respect to such
         offer to purchase in a manner adverse to such Holder;

                  (5)      modify Article Thirteen or the definitions used in
         Article Thirteen in a manner which adversely affects the Holders of
         Outstanding Securities in any material respect; or

                  (6)      modify Section 1010 in a manner which adversely
         affects the rights of the Holders of Outstanding Securities to receive
         Additional Amount in any material respect.

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

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

         Section 903.      Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Officer's Certificate and Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

         Section 904.      Effect of Supplemental Indentures.

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

                                       46

<PAGE>

         Section 905.      Conformity with Trust Indenture Act.

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

         Section 906.      Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE TEN

                                    COVENANTS

         Section 1001.     Payment of Principal, Premium and Interest and
Additional Amounts, if any.

         The Company and the Guarantor covenant and agree for the benefit of
each series of Securities that they will duly and punctually pay the principal
of and any premium and interest and Additional Amounts, if any, on the
Securities of that series in accordance with the terms of the Securities and
this Indenture. Principal, premium, if any, and interest shall be considered
paid on the date due if the Paying Agent, if other than the Company or a
Subsidiary thereof, holds as of 11:00 a.m. New York time on the due date money
deposited by the Company or the Guarantor in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due.

         Section 1002.     Maintenance of Office or Agency.

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

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

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<PAGE>

         Section 1003.     Money for Securities Payments to Be Held in Trust.

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

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

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

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

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company or the Guarantor, in trust for the payment of the principal of or
any premium or interest on any Security of any series and remaining unclaimed
for two years after such principal, premium or interest has become due and
payable shall be paid to the Company or the Guarantor on Company Request, or (if
then held by the Company or the Guarantor) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company or the Guarantor for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company or the Guarantor as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company or the Guarantor cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The City of New York, New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company or the Guarantor.

         Section 1004.     Statement by Officers as to Default.

         (a)      The Company and the Guarantor each will deliver to the
Trustee, within 90 days after the end of each fiscal year of the Company ending
after the date hereof, an Officer's Certificate, stating whether or not to the
best knowledge of the signers thereof the Company or the Guarantor, as the case
may be, is in default in the performance and observance of any of the terms,
provisions and conditions of

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<PAGE>

this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company or the Guarantor, as the case may be,
shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.

         (b)      The Company or the Guarantor, as the case may be, shall
deliver to the Trustee, as soon as possible and in any event within five days
after the Company or the Guarantor, as the case may be, becomes aware or should
reasonably become aware of the occurrence of an Event of Default or an event
which, with notice or the lapse of time or both, would constitute an Event of
Default, an Officer's Certificate setting forth the details of such Event of
Default or default, and the action which the Company or the Guarantor, as the
case may be, proposes to take with respect thereto.

         Section 1005.     Existence.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect the existence,
rights (charter and statutory) and franchises of the Company; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

         Section 1006.     Maintenance of Properties.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as 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 of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

         Section 1007.     Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; 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 1008.     Maintenance of Insurance.

         The Company shall, and shall cause its Subsidiaries to, keep at all
times all of their properties which are of an insurable nature insured against
loss or damage with insurers believed by the Company to be responsible to the
extent that property of similar character is usually so insured by corporations
similarly situated and owning like properties in accordance with good business
practice.

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<PAGE>

         Section 1009.     Waiver of Certain Covenants.

         Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company or the Guarantor may, with respect to the
Securities of any series, omit in any particular instance to comply with any
term, provision or condition set forth in any covenant provided pursuant to
Section 301(22), 901(2) or 901(7) for the benefit of the Holders of such series
if before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series shall, by Act of
such Holders and by notice to the Trustee, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

         Section 1010.     Additional Amounts

         All payments made by the Company under or with respect to the
Securities and by the Guarantor under or with respect to the Guarantee (the
Issuer and the Guarantor being referred to for purposes of this section
"Additional Amounts" individually as an "Obligor" and collectively as the
"Obligors") will be made free and clear of, and without withholding or deduction
for or on account of, any present or future tax, duty, levy, impost, assessment
or other governmental charge imposed or levied by or on behalf of the Government
of Canada or of any province or territory thereof or by any authority or agency
therein or thereof having power to tax (or the jurisdiction of incorporation of
any successor of any Obligor) (hereunder "Taxes"), unless the applicable Obligor
or any successor, as the case may be, is required to withhold or deduct Taxes by
law or by the interpretation or administration thereof by the relevant
governmental authority or agency. If any Obligor or any successor, as the case
may be, is so required to withhold or deduct any amount for or on account of
Taxes from any payment made under or with respect to the Securities or the
Guarantee, such Obligor will pay such additional amounts ("Additional Amounts")
as may be necessary so that the net amount received by each Holder (including
Additional Amounts) after such withholding or deduction will not be less than
the amount the Holder would have received if such Taxes had not been withheld or
deducted; provided that no Additional Amounts will be payable with respect to a
payment made to a Holder (an "Excluded Holder") in respect of a beneficial owner
(i) with which the Company does not deal at arm's length (within the meaning of
the Income Tax Act (Canada)) at the time of making such payment or (ii) which is
subject to such Taxes by reason of its being connected with Canada or any
province or territory thereof otherwise than by the mere acquisition, holding or
disposition of the Securities or the receipt of payments thereunder. The
Obligors will also (i) make such withholding or deduction and (ii) remit the
full amount deducted or withheld to the relevant government authority in
accordance with applicable law. The Obligors will furnish to the Holders, within
30 days after the date the payment of any Taxes is due pursuant to applicable
law, certified copies of tax receipts evidencing such payment. The Obligors
will, jointly and severally, indemnify and hold harmless each Holder (other than
an Excluded Holder) and upon written request reimburse each such Holder for the
amount of (i) any Taxes so levied or imposed and paid by such Holder as a result
of payments made under or with respect to the Securities or the Guarantee, (ii)
any liability (including penalties, interest and expenses) arising therefrom or
with respect thereto, and (iii) any Taxes imposed with respect to any
reimbursement under (i) or (ii) so that the net amount received by such Holder
after such reimbursement will not be less than the net amount the Holder would
have received if Taxes on such reimbursement had not been imposed.

         At least 30 days prior to each date on which any payment under or with
respect to the Securities is due and payable, if the Company will be obligated
to pay Additional Amounts with respect to such payment, the Company will deliver
to the Trustee an Officers' Certificate stating the fact that such Additional
Amounts will be payable, the amounts so payable and will set forth such other
information

                                       50

<PAGE>

necessary to enable such Trustee to pay such Additional Amounts to Holders on
the payment date. Whenever this Indenture mentions, in any context, the payment
of principal (and premium, if any), redemption price, interest or any other
amount payable under or with respect to any Security, such mention shall be
deemed to include mention of the payment of Additional Amounts to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof.

         The Company will pay any present or future stamp, court or documentary
taxes or any other excise or property taxes, charges or similar levies that
arise in any jurisdiction from the execution, delivery, enforcement or
registration of the Securities or any other document or instrument in relation
thereto, or the receipt of any payments with respect to the Securities,
excluding such taxes, charges or similar levies imposed by any jurisdiction
outside of Canada, the jurisdiction of incorporation of any successor of the
Company or any jurisdiction in which a paying agent is located, and has agreed
to indemnify the Holders for any such taxes paid by such Holders.

         The foregoing obligations shall survive any termination, defeasance or
discharge of this Indenture and the payment of all amounts owing under or with
respect to the Securities and the Guarantee.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

         Section 1101.     Applicability of Article.

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

         Section 1102.     Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officer's Certificate
evidencing compliance with such restriction.

         Section 1103.     Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption
affects only

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<PAGE>

a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

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

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed. If any Security selected for partial redemption is surrendered for
conversion after such selection, the converted portion of such Security shall be
deemed (so far as may be) to be the portion selected for redemption. Upon any
redemption of less than all the Securities of a series, for purposes of
selection for redemption the Company and the Trustee may treat as Outstanding
Securities surrendered for conversion during the period of 15 days next
preceding the mailing of a notice of redemption, and need not treat as
Outstanding any Security authenticated and delivered during such period in
exchange for the unconverted portion of any Security converted in part during
such period.

         Section 1104.     Notice of Redemption.

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

         All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,

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

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

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

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

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<PAGE>

                  (7)      if applicable, the conversion price then in effect
         and the date on which the right to convert the Securities or portions
         thereof to be redeemed will expire.

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

         Section 1105.     Deposit of Redemption Price.

         On or prior to any Redemption Date, the Company or the Guarantor shall
deposit with the Trustee or with a Paying Agent (or, if the Company or the
Guarantor is acting as Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date. If any
Security called for redemption is converted pursuant hereto, any money deposited
with the Trustee or any Paying Agent or so segregated and held in trust for the
redemption of such Security shall be paid to the Company or the Guarantor upon
delivery of a Company Request to the Trustee or such Paying Agent, or, if then
held by the Company or the Guarantor, shall be discharged from such trust.

         Section 1106.     Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company and the Guarantor shall default in the payment of the Redemption Price
and accrued interest) such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company or the Guarantor at the Redemption
Price, together with accrued interest to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 301, installments of
interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

         Section 1107.     Securities Redeemed in Part.

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

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                                 ARTICLE TWELVE

                           SUBORDINATION OF SECURITIES

         Section 1201.     Applicability of Article.

         Unless otherwise provided with respect to the Securities of any series
in or pursuant to the Board Resolution or supplemental indenture establishing
such series of Securities pursuant to Section 301, the provisions of this
Article shall be applicable to each series of Securities.

         Section 1202.     Securities Subordinate to Senior Debt.

         The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article (subject to the provisions of
Article Four and Article Fifteen), the payment of the principal of (and premium,
if any) and interest on each and all of the Securities of such series are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full of all Senior Debt of the Company.

         No provisions of this Article Twelve shall prevent the occurrence of
any Event of Default.

         Section 1203.     Payment Over of Proceeds Upon Dissolution, Etc.

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, or (b) any liquidation, dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets and liabilities of the Company, then and in any
such event specified in (a), (b) or (c) above (each such event, if any, herein
sometimes referred to as a "Proceeding") the holders of Senior Debt of the
Company shall be entitled to receive payment in full of all amounts due or to
become due on or in respect of all Senior Debt of the Company, or provision
shall be made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Debt of the Company, before the
Holders of the Securities are entitled to receive any payment or distribution of
any kind or character, whether in cash, property or securities (including any
payment or distribution which may be payable or deliverable by reason of the
payment of any other Debt of the Company subordinated to the payment of the
Securities, such payment or distribution being hereinafter referred to as a
"Junior Subordinated Payment"), on account of principal of (or premium, if any)
or interest on the Securities or on account of any purchase or other acquisition
of Securities by the Company or any Subsidiary of the Company (all such
payments, distributions, purchases and acquisitions, other than the payment or
distribution of stock or securities of the Company referred to in the second
succeeding paragraph, herein referred to, individually and collectively, as a
"Securities Payment"), and to that end the holders of Senior Debt of the Company
shall be entitled to receive, for application to the payment thereof, any
Securities Payment which may be payable or deliverable in respect of the
Securities in any such Proceeding.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
Securities Payment before all Senior Debt of the Company is paid in full or
payment thereof provided for in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Debt of the Company, and if such
fact shall, at or prior to the time of such Securities Payment, have been made
known to the Trustee or, as the case may be, such Holder, then and in such event
such Securities Payment shall be paid over or delivered forthwith to the trustee
in

                                       54

<PAGE>

bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of the Company for application
to the payment of all Senior Debt of the Company remaining unpaid, to the extent
necessary to pay all Senior Debt of the Company in full, after giving effect to
any concurrent payment or distribution to or for the holders of Senior Debt of
the Company.

         For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of the Company provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable bankruptcy law or of any other
corporation provided for by such plan of reorganization or readjustment which
stock or securities are subordinated in right of payment to all then outstanding
Senior Debt of the Company to substantially the same extent as the Securities
are so subordinated as provided in this Article. The consolidation of the
Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the conveyance or transfer
of all or substantially all of its properties and assets as an entirety to
another Person upon the terms and conditions set forth in Article Eight shall
not be deemed a Proceeding for the purposes of this Section if the Person formed
by such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer such properties and assets as an entirety, as
the case may be, shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions set forth in Article Eight.

         Section 1204.     No Payment When Senior Debt of the Company in
Default.

         In the event that any Senior Payment Default (as defined below) shall
have occurred and be continuing, then no Securities Payment shall be made unless
and until such Senior Payment Default shall have been cured or waived or shall
have ceased to exist or all amounts then due and payable in respect of Senior
Debt of the Company shall have been paid in full, or provision shall have been
made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt of the Company; provided, however,
that nothing in this Section shall prevent the satisfaction of any sinking fund
payment in accordance with Article Sixteen by delivering and crediting pursuant
to Section 1602 Securities which have been acquired (upon redemption or
otherwise) prior to such Senior Payment Default.

         "Senior Payment Default" means any default in the payment of principal
of (or premium, if any) or interest on any Senior Debt of the Company when due,
whether at the Stated Maturity of any such payment or by declaration of
acceleration, call for redemption or otherwise.

         In the event that any Senior Nonmonetary Default (as defined below)
shall have occurred and be continuing, then, upon the receipt by the Company and
the Guarantor and the Trustee of written notice of such Senior Nonmonetary
Default from any holder, or agent for the holders, of the Designated Senior Debt
which is the subject of such Senior Nonmonetary Default, no Securities Payment
shall be made during the period (the "Payment Blockage Period") commencing on
the date of such receipt of such written notice and ending on the earlier of (i)
the date on which such Senior Nonmonetary Default shall have been cured or
waived or shall have ceased to exist or all Designated Senior Debt the subject
of such Senior Nonmonetary Default shall have been discharged; (ii) the 179th
day after the date of such receipt of such written notice; and (iii) the date on
which the Payment Blockage Period shall have been terminated by written notice
to the Company, the Guarantor and the Trustee from the agent for the Designated
Senior Debt initiating the Payment Blockage Period; provided, however, that
nothing in this Section shall prevent the satisfaction of any sinking fund
payment in accordance with Article Sixteen by delivering and crediting pursuant
to Section 1602 Securities which have been acquired (upon redemption or
otherwise) prior to the date of such receipt of such written notice. No more
than one Payment Blockage Period may be commenced with respect to the Securities
during any 360-day period and there

                                       55

<PAGE>

shall be a period of at least 181 consecutive days in each 360-day period when
no Payment Blockage Period is in effect. For all purposes of this paragraph, no
Senior Payment Default or Senior Nonmonetary Default that existed or was
continuing on the date of commencement of any Payment Blockage Period shall be,
or be made, the basis for the commencement of a subsequent Payment Blockage
Period, whether or not within a period of 360 consecutive days, unless such
Senior Payment Default or Senior Nonmonetary Default shall have been cured for a
period of not less than 90 consecutive days.

         "Senior Nonmonetary Default" means the occurrence or existence and
continuance of any event of default with respect to any Designated Senior Debt,
other than a Senior Payment Default, permitting the holders of such Designated
Senior Debt (or a trustee or agent on behalf of the holders thereof) to declare
such Designated Senior Debt due and payable prior to the date on which it would
otherwise become due and payable.

         In the event that, notwithstanding the foregoing, the Company shall
make any Securities Payment to the Trustee or any Holder prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such Securities Payment, have been made known to the Trustee or, as the
case may be, such Holder, then and in such event such Securities Payment shall
be paid over and delivered forthwith to the Company.

         The provisions of this Section shall not apply to any Securities
Payment with respect to which Section 1203 would be applicable.

         Section 1205.     Payment Permitted If No Default.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any Proceeding referred to in Section 1203 or under the
conditions described in Section 1204, from making Securities Payments, or (b)
the application by the Trustee of any money deposited with it hereunder to
Securities Payments or the retention of such Securities Payment by the Holders,
if, at the time of such application by the Trustee, it did not have knowledge
that such Securities Payment would have been prohibited by the provisions of
this Article.

         Section 1206.     Subrogation to Rights of Holders of Senior Debt of
the Company.

         Subject to the payment in full of all amounts due or to become due on
or in respect of Senior Debt of the Company, or the provision for such payment
in cash or cash equivalents or otherwise in a manner satisfactory to the holders
of Senior Debt of the Company, the Holders of the Securities shall be subrogated
to the rights of the holders of such Senior Debt of the Company to receive
payments and distributions of cash, property and securities applicable to the
Senior Debt of the Company until the principal of (and premium, if any) and
interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior Debt of
the Company of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Debt of the Company by Holders of the Securities or the
Trustee, shall, as among the Company, its creditors other than holders of Senior
Debt of the Company and the Holders of the Securities, be deemed to be a payment
or distribution by the Company to or on account of the Senior Debt of the
Company.

                                       56

<PAGE>

         Section 1207.     Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Debt of the Company on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to
or shall (a) impair, as among the Company, its creditors other than holders of
Senior Debt of the Company and the Holders of the Securities, the obligation of
the Company, which is absolute and unconditional (and which, subject to the
rights under this Article of the holders of Senior Debt of the Company, is
intended to rank equally with all other general obligations of the Company), to
pay to the Holders of the Securities the principal of (and premium, if any) and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the holders of Senior Debt of the Company; or (c) prevent the Trustee or the
Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Debt of the Company to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.

         Section 1208.     Trustee to Effectuate Subordination.

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

         Section 1209.     No Waiver of Subordination Provisions.

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

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt of the Company may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Debt of the Company, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Debt of the Company, or otherwise amend or supplement in any
manner Senior Debt of the Company or any instrument evidencing the same or any
agreement under which Senior Debt of the Company is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt of the Company; (iii) release any Person liable
in any manner for the collection of Senior Debt of the Company; and (iv)
exercise or refrain from exercising any rights against the Company and any other
Person.

         Section 1210.     Notice to Trustee.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received

                                       57

<PAGE>

written notice thereof from the Company or a holder of Senior Debt of the
Company or from any trustee therefor; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Section 601, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this
Section at least three Business Days prior to the date upon which by the terms
hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (and premium, if any) or interest on
any Security), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within three
Business Days prior to such date.

         Subject to the provisions of Section 601, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Debt of the Company (or a trustee therefor) to
establish that such notice has been given by a holder of Senior Debt of the
Company (or a trustee therefor). In the event that the Trustee determines in
good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Debt of the Company to participate in any payment
or distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Debt of the Company held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

         Section 1211.     Reliance on Judicial Order or Certificate of
Liquidating Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 601, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior Debt of
the Company and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article.

         Section 1212.     Trustee Not Fiduciary for Holders of Senior Debt of
the Company.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt of the Company and shall not be liable to any such
holders if it shall in good faith mistakenly pay over or distribute to Holders
of Securities or to the Company or to any other Person cash, property or
securities to which any holders of Senior Debt of the Company shall be entitled
by virtue of this Article or otherwise.

         Section 1213.     Rights of Trustee as Holder of Senior Debt of the
Company; Preservation of Trustee's Rights.

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

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<PAGE>

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

         Section 1214.     Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company or the Guarantor and be then acting hereunder, the
term "Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided,
however, that Section 1213 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

         Section 1215.     Defeasance of this Article Twelve.

         The subordination of the Securities of a series provided by this
Article Twelve is expressly made subject to the provisions for defeasance or
covenant defeasance in Article Fifteen hereof and, anything herein to the
contrary notwithstanding, upon the effectiveness of any such defeasance or
covenant defeasance, the Securities of such series then outstanding shall
thereupon cease to be subordinated pursuant to this Article Twelve.

                                ARTICLE THIRTEEN

                                    GUARANTEE

         The Guarantor hereby unconditionally guarantees to each Holder of a
Security authenticated by the Trustee and to the Trustee and its successors and
assigns that: the principal of, premium thereon (if any) and interest on each
series of Securities will be promptly paid in full when due, subject to any
applicable grace period, whether at maturity, by acceleration, by redemption or
otherwise, and interest on the overdue principal and interest on any overdue
interest on each series of Securities and all other monetary obligations of the
Company to the Holders or the Trustee hereunder or such series of Securities
will be promptly paid in full or performed, all in accordance with the terms
hereof. The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
each series of Securities of this Indenture or any series of Securities, the
absence of any action to enforce the same, any waiver or consent by any Holder
of this Indenture of any series of Securities with respect to any provisions
hereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of the Guarantor. The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that the Guarantee will not be discharged except by complete
performance of the obligations contained in this Indenture and each series of
Securities. If any Holder or the Trustee is required by any court or otherwise
to return to the Company or the Guarantor or any custodian, trustee, liquidator,
or other similar official acting in relation to the Company or the Guarantor,
any amount paid by the Company or Guarantor to the Trustee or such Holder, the
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

         Section 1301.     Execution of Guarantee

         To further evidence the Guarantee to the Holders, the Guarantor hereby
agrees to execute a Guarantee substantially in the form set forth in Section 204
of this Indenture, to be endorsed on and made a part of each Security ordered to
be authenticated and delivered by the Trustee. The Guarantor hereby

                                       59

<PAGE>

agrees that its Guarantee set forth in Section 1301 of this Indenture shall
remain in full force and effect notwithstanding any failure to endorse on each
Security a Guarantee. Each such Guarantee shall be signed on behalf of the
Guarantor by its Chairman of the Board, its President or one of its Vice
Presidents prior to the authentication of the Security on which it is endorsed,
and the delivery of such Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of such Guarantee on behalf of
the Guarantor. Such signature upon the Guarantee may be a manual or facsimile
signature of such officer and may be imprinted or otherwise reproduced on the
Guarantee, and in case such officer who shall have signed the Guarantee shall
cease to be such officer before the Security on which the Guarantee is endorsed
shall have been authenticated and delivered by the Trustee or disposed of by the
Company, the Security nevertheless may be authenticated and delivered or
disposed of as though the Person who signed the Guarantee had not ceased to be
such officer of the Guarantor.

         Section 1302.     Subordination of Subrogation and Other Rights.

         The Guarantor hereby agrees that any claim against the Company that
arises from the payment, performance or enforcement of the Guarantor's
obligations under the Guarantee or this Indenture, including, without
limitation, any right of subrogation, shall be subject and subordinate to, and
no payment with respect to any such claim of the Guarantor shall be made before,
the payment in full in cash of all outstanding Securities of each series in
accordance with the provisions provided therefore in this Indenture.

                                ARTICLE FOURTEEN

                           SUBORDINATION OF GUARANTEE

         Section 1401.     Applicability of Article.

         The provisions of this Article shall be applicable to the Guarantee set
forth in Article Thirteen of this Indenture.

         Section 1402.     Guarantee Subordinate to Senior Debt.

         Each of the Company and the Guarantor covenants and agrees, and each
Holder of a Security, by his acceptance thereof, likewise covenants and agrees,
that, to the extent and in the manner hereinafter set forth in this Article
(subject to the provisions of Article Four and Article Fifteen), the Guarantee
set forth in Article Thirteen of this Indenture is hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Debt of the Guarantor.

         No provisions of this Article Fourteen shall prevent the occurrence of
any Event of Default.

         Section 1403.     Payment Over of Proceeds Upon Dissolution, Etc.

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Guarantor or to its
creditors, as such, or to its assets, or (b) any liquidation, dissolution or
other winding up of the Guarantor, whether voluntary or involuntary and whether
or not involving insolvency or bankruptcy (other than a merger of the Guarantor
into the Company or any Wholly-Owned Subsidiary solely for the purpose of
permitting the Company or Wholly-Owned Subsidiary to assume all obligations in
respect of the Guarantee as if they were the direct obligor with respect thereto
and in which all the assets of the Guarantor are transferred to the Company or
such Wholly-Owned Subsidiary and no material payment or distribution is made),
or (c) any assignment for the benefit of creditors or any other

                                       60

<PAGE>

marshalling of assets and liabilities of the Guarantor, then and in any such
event specified in (a), (b) or (c) above (each such event, if any, herein
sometimes referred to as a "Proceeding") the holders of Senior Debt of the
Guarantor shall be entitled to receive payment in full of all amounts due or to
become due on or in respect of all Senior Debt of the Guarantor, or provision
shall be made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Debt of the Guarantor, before the
Holders of the Securities are entitled to receive any payment or distribution of
any kind or character, whether in cash, property or securities (including any
payment or distribution which may be payable or deliverable by reason of the
payment of any other Debt or Guarantee of the Guarantor subordinated to the
payment of the Guarantee, such payment or distribution being hereinafter
referred to as a "Guarantor Junior Subordinated Payment"), on account of the
Guarantee set forth in Article Thirteen of this Indenture or on account of any
purchase or other acquisition of Securities by the Guarantor or any Subsidiary
of the Guarantor (all such payments, distributions, purchases and acquisitions,
other than the payment or distribution of stock or securities of the Guarantor
referred to in the second succeeding paragraph, herein referred to, individually
and collectively, as a "Guarantee Payment"), and to that end the holders of
Senior Debt of the Guarantor shall be entitled to receive, for application to
the payment thereof, any Guarantee Payment which may be payable or deliverable
in respect of the Securities or the Guarantee in any such Proceeding.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
Guarantee Payment before all Senior Debt of the Guarantor is paid in full or
payment thereof provided for in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Debt of the Guarantor, and if such
fact shall, at or prior to the time of such Guarantee Payment, have been made
known to the Trustee or, as the case may be, such Holder, then and in such event
such Guarantee Payment shall be paid over or delivered forthwith to the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or
other Person making payment or distribution of assets of the Guarantor for
application to the payment of all Senior Debt of the Guarantor remaining unpaid,
to the extent necessary to pay all Senior Debt of the Guarantor in full, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Debt of the Guarantor.

         For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of the Guarantor provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable bankruptcy law or of any other
corporation provided for by such plan of reorganization or readjustment which
stock or securities are subordinated in right of payment to all then outstanding
Senior Debt of the Guarantor to substantially the same extent as the Guarantee
is so subordinated as provided in this Article. The consolidation of the
Guarantor with, or the merger of the Guarantor into, another Person or the
liquidation or dissolution of the Guarantor following the conveyance or transfer
of all or substantially all of its properties and assets as an entirety to
another Person upon the terms and conditions set forth in Article Eight shall
not be deemed a Proceeding for the purposes of this Section if the Person formed
by such consolidation or into which the Guarantor is merged or the Person which
acquires by conveyance or transfer such properties and assets as an entirety, as
the case may be, shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions set forth in Article Eight.

         Section 1404.     No Payment When Senior Debt of the Guarantor in
Default.

         In the event that any Guarantor Senior Payment Default (as defined
below) shall have occurred and be continuing, then no Guarantee Payment shall be
made unless and until such Guarantor Senior Payment Default shall have been
cured or waived or shall have ceased to exist or all amounts then due and
payable in respect of Senior Debt of the Guarantor shall have been paid in full,
or provision shall

                                       61

<PAGE>

have been made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Debt of the Guarantor; provided,
however, that nothing in this Section shall prevent the satisfaction of any
sinking fund payment in accordance with Article Sixteen by delivering and
crediting pursuant to Section 1602 Securities which have been acquired (upon
redemption or otherwise) prior to such Guarantor Senior Payment Default.

         "Guarantor Senior Payment Default" means any default in the payment of
principal of (or premium, if any) or interest on any Senior Debt of the
Guarantor when due, whether at the Stated Maturity of any such payment or by
declaration of acceleration, call for redemption or otherwise.

         In the event that any Guarantor Senior Nonmonetary Default (as defined
below) shall have occurred and be continuing, then, upon the receipt by the
Company or the Guarantor and the Trustee of written notice of such Guarantor
Senior Nonmonetary Default from any holder, or agent for the holders, of the
Designated Senior Debt of the Guarantor which is the subject of such Guarantor
Senior Nonmonetary Default, no Guarantee Payment shall be made during the period
(the "Guarantee Payment Blockage Period") commencing on the date of such receipt
of such written notice and ending on the earlier of (i) the date on which such
Guarantor Senior Nonmonetary Default shall have been cured or waived or shall
have ceased to exist or all Designated Senior Debt of the Guarantor the subject
of such Guarantor Senior Nonmonetary Default shall have been discharged; (ii)
the 179th day after the date of such receipt of such written notice; and (iii)
the date on which the Guarantee Payment Blockage Period shall have been
terminated by written notice to the Company, the Guarantor or the Trustee from
the agent for the Designated Senior Debt of the Guarantor initiating the
Guarantee Payment Blockage Period; provided, however, that nothing in this
Section shall prevent the satisfaction of any sinking fund payment in accordance
with Article Sixteen by delivering and crediting pursuant to Section 1602
Securities which have been acquired (upon redemption or otherwise) prior to the
date of such receipt of such written notice. No more than one Guarantee Payment
Blockage Period may be commenced with respect to the Guarantee during any
360-day period and there shall be a period of at least 181 consecutive days in
each 360-day period when no Guarantee Payment Blockage Period is in effect. For
all purposes of this paragraph, no Guarantor Senior Payment Default or Guarantor
Senior Nonmonetary Default that existed or was continuing on the date of
commencement of any Guarantee Payment Blockage Period shall be, or be made, the
basis for the commencement of a subsequent Guarantee Payment Blockage Period,
whether or not within a period of 360 consecutive days, unless such Guarantor
Senior Payment Default or Guarantor Senior Nonmonetary Default shall have been
cured for a period of not less than 90 consecutive days.

         "Guarantor Senior Nonmonetary Default" means the occurrence or
existence and continuance of any event of default with respect to any Designated
Senior Debt of the Guarantor, other than a Guarantor Senior Payment Default,
permitting the holders of such Designated Senior Debt of the Guarantor (or a
trustee or agent on behalf of the holders thereof) to declare such Designated
Senior Debt due and payable prior to the date on which it would otherwise become
due and payable.

         In the event that, notwithstanding the foregoing, the Guarantor shall
make any Guarantee Payment to the Trustee or any Holder prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such Guarantee Payment, have been made known to the Trustee or, as the
case may be, such Holder, then and in such event such Guarantee Payment shall be
paid over and delivered forthwith to the Guarantor.

         The provisions of this Section shall not apply to any Guarantee Payment
with respect to which Section 1403 would be applicable.

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         Section 1405.     Payment Permitted If No Default.

         Nothing contained in this Article or elsewhere in this Indenture or in
the Guarantee shall prevent (a) the Company or the Guarantor, at any time except
during the pendency of any Proceeding referred to in Section 1403 or under the
conditions described in Section 1404, from making Guarantee Payments, or (b) the
application by the Trustee of any money deposited with it hereunder to Guarantee
Payments or the retention of such Guarantee Payment by the Holders, if, at the
time of such application by the Trustee, it did not have knowledge that such
Guarantee Payment would have been prohibited by the provisions of this Article.

         Section 1406.     Subrogation to Rights of Holders of Senior Debt of
the Guarantor.

         Subject to the payment in full of all amounts due or to become due on
or in respect of Senior Debt of the Guarantor, or the provision for such payment
in cash or cash equivalents or otherwise in a manner satisfactory to the holders
of Senior Debt of the Guarantor, the Holders of the Securities shall be
subrogated to the rights of the holders of such Senior Debt of the Guarantor to
receive payments and distributions of cash, property and securities applicable
to the Senior Debt of the Guarantor until the principal of (and premium, if any)
and interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior Debt of
the Guarantor of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Debt of the Guarantor by Holders of the Securities or the
Trustee, shall, as among the Guarantor, its creditors other than holders of
Senior Debt of the Guarantor and the Holders of the Securities, be deemed to be
a payment or distribution by the Guarantor to or on account of the Senior Debt
of the Guarantor.

         Section 1407.     Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Debt of the Guarantor on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Guarantee is intended to
or shall (a) impair, as among the Guarantor, its creditors other than holders of
Senior Debt of the Guarantor and the Holders of the Securities, the obligation
of the Guarantor, which is absolute and unconditional (and which, subject to the
rights under this Article of the holders of Senior Debt of the Guarantor, is
intended to rank equally with all other general obligations of the Guarantor),
to pay to the Holders of the Securities the principal of (and premium, if any)
and interest on the Securities as and when the same shall become due and payable
in accordance with the terms of the Guarantee; or (b) affect the relative rights
against the Guarantor of the Holders of the Securities and creditors of the
Guarantor other than the holders of Senior Debt of the Guarantor; or (c) prevent
the Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Debt of the
Guarantor to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder.

         Section 1408.     Trustee to Effectuate Subordination.

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

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         Section 1409.     No Waiver of Subordination Provisions.

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

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt of the Guarantor may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Debt of the Guarantor, do any one or more of the following: (i) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Debt of the Guarantor, or otherwise amend or supplement in any
manner Senior Debt of the Guarantor or any instrument evidencing the same or any
agreement under which Senior Debt of the Guarantor is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt of the Guarantor; (iii) release any Person liable
in any manner for the collection of Senior Debt of the Guarantor; and (iv)
exercise or refrain from exercising any rights against the Guarantor and any
other Person.

         Section 1410.     Notice to Trustee.

         The Guarantor shall give prompt written notice to the Trustee of any
fact known to the Guarantor which would prohibit the making of any payment to or
by the Trustee in respect of the Securities. Notwithstanding the provisions of
this Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Guarantee, unless
and until the Trustee shall have received written notice thereof from the
Guarantor or a holder of Senior Debt of the Guarantor or from any trustee
therefor; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 601, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section at least three
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (and premium, if any) or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within three Business Days
prior to such date.

         Subject to the provisions of Section 601, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Debt of the Guarantor (or a trustee therefor)
to establish that such notice has been given by a holder of Senior Debt of the
Guarantor (or a trustee therefor). In the event that the Trustee determines in
good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Debt of the Guarantor to participate in any payment
or distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Debt of the Guarantor held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

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         Section 1411.     Reliance on Judicial Order or Certificate of
Liquidating Agent.

         Upon any payment or distribution of assets of the Guarantor referred to
in this Article, the Trustee, subject to the provisions of Section 601, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior Debt of
the Guarantor and other indebtedness of the Guarantor, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.

         Section 1412.     Trustee Not Fiduciary for Holders of Senior Debt of
the Guarantor.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt of the Guarantor and shall not be liable to any such
holders if it shall in good faith mistakenly pay over or distribute to Holders
of Securities or to the Guarantor or to any other Person cash, property or
securities to which any holders of Senior Debt of the Guarantor shall be
entitled by virtue of this Article or otherwise.

         Section 1413.     Rights of Trustee as Holder of Senior Debt of the
Guarantor; Preservation of Trustee's Rights.

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

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

         Section 1414.     Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company or the Guarantor and be then acting hereunder, the
term "Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided,
however, that Section 1413 shall not apply to the Guarantor or any Affiliate of
the Guarantor if it or such Affiliate acts as Paying Agent.

         Section 1415.     Defeasance of this Article Twelve.

         The subordination of the Guarantee provided by this Article Fourteen is
expressly made subject to the provisions for defeasance or covenant defeasance
in Article Fifteen hereof and, anything herein to the contrary notwithstanding,
upon the effectiveness of any such defeasance or covenant defeasance, the
Securities of such series then outstanding shall thereupon cease to be
subordinated pursuant to this Article Fourteen.

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                                ARTICLE FIFTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

         Section 1501.     Company's Option to Effect Defeasance or Covenant
Defeasance.

         The Company may elect, at its option at any time, to have Section 1502
or Section 1503 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 301 as being defeasible pursuant to
such Section 1502 or 1503, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced in or pursuant
to a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities.

         Section 1502.     Defeasance and Discharge.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company and the Guarantor shall be deemed to have been discharged from their
respective obligations and the provisions of Articles Twelve and Fourteen shall
cease to be effective, with respect to such Securities as provided in this
Section on and after the date the conditions set forth in Section 1504 are
satisfied (hereinafter called "Defeasance"). For this purpose, such Defeasance
means that the Company or the Guarantor shall be deemed to have paid and
discharged the entire indebtedness represented by such Securities and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), subject to
the following which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of such Securities to receive, solely from
the trust fund described in Section 1504 and as more fully set forth in such
Section, payments in respect of the principal of and any premium and interest on
such Securities when payments are due, (2) the Company's obligations with
respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (4)
this Article. Subject to compliance with this Article, the Company may exercise
its option (if any) to have this Section applied to any Securities
notwithstanding the prior exercise of its option (if any) to have Section 1503
applied to such Securities.

         Section 1503.     Covenant Defeasance.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Section 801(3),
Sections 1006 through 1008, inclusive, and any covenants provided pursuant to
Section 301(22), 901(2) or 901(7) for the benefit of the Holders of such
Securities, and (2) the occurrence of any event specified in Sections 501(4)
(with respect to any of Section 801(3), Sections 1006 through 1008, inclusive,
and any such covenants provided pursuant to Section 301(22), 901(2) or 901(7)),
and 501(10) shall be deemed not to be or result in an Event of Default and (3)
the provisions of Articles Twelve and Fourteen shall cease to be effective, in
each case with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1504 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 501(4)) or Article Twelve or Article Fourteen, whether
directly or indirectly by reason of any reference elsewhere herein to any such
Section or Article or by reason of any reference in any such Section or Article
to any other provision herein or in any other document, but the remainder of
this Indenture and such Securities shall be unaffected thereby.

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         Section 1504.     Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
1502 or Section 1503 to any Securities or any series of Securities, as the case
may be:

                  (1)      The Company or the Guarantor shall irrevocably have
         deposited or caused to be deposited with the Trustee (or another
         trustee which satisfies the requirements contemplated by Section 609
         and agrees to comply with the provisions of this Article applicable to
         it) as trust funds in trust for the purpose of making the following
         payments, specifically pledged as security for, and dedicated solely
         to, the benefits of the Holders of such Securities, (A) money in an
         amount, or (B) U.S. Government Obligations which through the scheduled
         payment of principal and interest in respect thereof in accordance with
         their terms will provide, not later than one day before the due date of
         any payment, money in an amount, or (C) a combination thereof, in each
         case sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the Trustee (or any such other qualifying trustee) to pay
         and discharge, the principal of and any premium and interest on such
         Securities on the respective Stated Maturities, in accordance with the
         terms of this Indenture and such Securities. As used herein, "U.S.
         Government Obligation" means (x) any security which is (i) a direct
         obligation of the United States of America for the payment of which the
         full faith and credit of the United States of America is pledged or
         (ii) an obligation of a Person controlled or supervised by and acting
         as an agency or instrumentality of the United States of America the
         payment of which is unconditionally guaranteed as a full faith and
         credit obligation by the United States of America, which, in either
         case (i) or (ii), is not callable or redeemable at the option of the
         issuer thereof, and (y) any depositary receipt issued by a bank (as
         defined in Section 3(a)(2) of the Securities Act) as custodian with
         respect to any U.S. Government Obligation which is specified in Clause
         (x) above and held by such bank for the account of the holder of such
         depositary receipt, or with respect to any specific payment of
         principal of or interest on any U.S. Government Obligation which is so
         specified and held, provided that (except as required by law) such
         custodian is not authorized to make any deduction from the amount
         payable to the holder of such depositary receipt from any amount
         received by the custodian in respect of the U.S. Government Obligation
         or the specific payment of principal or interest evidenced by such
         depositary receipt.

                  (2)      In the event of an election to have Section 1502
         apply to any Securities or any series of Securities, as the case may
         be, the Company shall have delivered to the Trustee an Opinion of
         Counsel stating that (A) the Company has received from, or there has
         been published by, the Internal Revenue Service a ruling or (B) since
         the date of this instrument, there has been a change in the applicable
         Federal income tax law, in either case (A) or (B) to the effect that,
         and based thereon such opinion shall confirm that, the Holders of such
         Securities will not recognize gain or loss for Federal income tax
         purposes as a result of the deposit, Defeasance and discharge to be
         effected with respect to such Securities and will be subject to Federal
         income tax on the same amount, in the same manner and at the same times
         as would be the case if such deposit, Defeasance and discharge were not
         to occur.

                  (3)      In the event of an election to have Section 1503
         apply to any Securities or any series of Securities, as the case may
         be, the Company shall have delivered to the Trustee an Opinion of
         Counsel to the effect that the Holders of such Securities will not
         recognize gain or loss for Federal income tax purposes as a result of
         the deposit and Covenant Defeasance to be effected with respect to such
         Securities and will be subject to Federal income tax on the same
         amount, in the same manner and at the same times as would be the case
         if such deposit and Covenant Defeasance were not to occur.

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<PAGE>

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

                  (5)      No event which is, or after notice or lapse of time
         or both would become, an Event of Default with respect to such
         Securities or any other Securities shall have occurred and be
         continuing at the time of such deposit or, with regard to any such
         event specified in Sections 501(7) and (8), at any time on or prior to
         the 121st day after the date of such deposit (it being understood that
         this condition shall not be deemed satisfied until after such 121st
         day).

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

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

                  (8)      At the time of such deposit, (A) no default in the
         payment of any principal of or premium or interest on any Senior Debt
         of the Company shall have occurred and be continuing, (B) no event of
         default with respect to any Senior Debt of the Company shall have
         resulted in such Senior Debt becoming, and continuing to be, due and
         payable prior to the date on which it would otherwise have become due
         and payable (unless payment of such Senior Debt has been made or duly
         provided for), and (C) no other event of default with respect to any
         Senior Debt of the Company shall have occurred and be continuing
         permitting (after notice or lapse of time or both) the holders of such
         Senior Debt (or a trustee on behalf of such holders) to declare such
         Senior Debt due and payable prior to the date on which it would
         otherwise have become due and payable.

                  (9)      The Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that such deposit shall not cause
         either the Trustee or the trust so created to be subject to the
         Investment Company Act.

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

         Section 1505.     Deposited Money and U.S. Government Obligations to
Be Held in Trust; Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1506, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1504 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law. Money and U.S. Government
Obligations so held in trust shall not be subject to the provisions of Article
Twelve or Article Fourteen.

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<PAGE>

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1504 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1504 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

         Section 1506.     Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1502 or 1503 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1505 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

                                ARTICLE SIXTEEN

                                 SINKING FUNDS

         Section 1601.     Applicability of Article.

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

         The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment". If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 1602.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

         Section 1602.     Satisfaction of Sinking Fund Payments with
Securities.

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

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Redemption Price, as specified in the Securities so to be redeemed, for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.

         Section 1603.     Redemption of Securities for Sinking Fund.

         Not less than 35 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officer's Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1602 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 32 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

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

                                    Tom Brown Resources Funding Corp.

                                     By:________________________________________
                                            Name:
                                            Title:

                                     Tom Brown, Inc.

                                     By:________________________________________
                                            Name:
                                            Title:

                                     [Insert name of Trustee], as Trustee

                                     By:________________________________________
                                            Name:
                                            Title:

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