<PAGE>
                                                                     Exhibit 4.2





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





                                Tom Brown, Inc.,

                                    as Issuer

                                       to

                        ________________________________,

                                   as Trustee

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

                                SENIOR INDENTURE

                         Dated as of ____________, 200__

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










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


<PAGE>
                                TABLE OF CONTENTS

                                   ----------

<Table>
<Caption>
                                                                            PAGE
                                                                            ----
<S>                                                                        <C>
PARTIES...................................................................... 1
RECITALS OF THE COMPANY...................................................... 1
</Table>

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS

                             OF GENERAL APPLICATION

<Table>
<S>            <C>                                                          <C>
Section 101.    Definitions..................................................  1
Section 102.    Compliance Certificates and Opinions.........................  6
Section 103.    Form of Documents Delivered to Trustee.......................  7
Section 104.    Acts of Holders; Record Dates................................  7
Section 105.    Notices, Etc., to Trustee and Company........................  9
Section 106.    Notice to Holders; Waiver....................................  9
Section 107.    Conflict with Trust Indenture Act............................  9
Section 108.    Effect of Headings and Table of Contents .................... 10
Section 109.    Successors and Assigns....................................... 10
Section 110.    Separability Clause.......................................... 10
Section 111.    Benefits of Indenture........................................ 10
Section 112.    Governing Law................................................ 10
Section 113.    Legal Holidays............................................... 10
</Table>

                                  ARTICLE TWO

                                 SECURITY FORMS

<Table>
<S>             <C>                                                          <C>
Section 201.    Forms Generally.............................................. 10
Section 202.    Form of Face of Security..................................... 11
Section 203.    Form of Reverse of Security.................................. 12
Section 204.    [Intentionally Omitted]...................................... 15
Section 205.    Form of Legend for Global Securities......................... 15
Section 206.    Form of Trustee's Certificate of Authentication.............. 16
</Table>

                                 ARTICLE THREE

                                 THE SECURITIES

<Table>
<S>             <C>                                                          <C>
Section 301.    Amount Unlimited; Issuable in Series......................... 16
Section 302.    Denominations................................................ 18
Section 303.    Execution, Authentication, Delivery and Dating............... 18
Section 304.    Temporary Securities......................................... 20
Section 305.    Registration, Registration of Transfer and Exchange.......... 20
Section 306.    Mutilated, Destroyed, Lost and Stolen Securities............. 21
Section 307.    Payment of Interest; Interest Rights Preserved............... 22
Section 308.    Persons Deemed Owners........................................ 23
Section 309.    Cancellation................................................. 23
Section 310.    Computation of Interest...................................... 23
</Table>

                                       i
<PAGE>

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

<Table>
<S>            <C>                                                           <C>
Section 401    Satisfaction and Discharge of Indenture........................24
Section 402    Application of Trust Money.....................................25
</Table>

                                  ARTICLE FIVE

                                    REMEDIES

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

                                  ARTICLE SIX

                                  THE TRUSTEE

<Table>
<S>            <C>                                                           <C>
Section 601    Certain Duties and Responsibilities............................31
Section 602    Notice of Defaults.............................................31
Section 603    Certain Rights of Trustee......................................31
Section 604    Not Responsible for Recitals or Issuance of Securities.........32
Section 605    May Hold Securities............................................32
Section 606    Money Held in Trust............................................32
Section 607    Compensation and Reimbursement................................ 33
Section 608    Conflicting Interests..........................................33
Section 609    Corporate Trustee Required; Eligibility........................33
Section 610    Resignation and Removal; Appointment of Successor..............34
Section 611    Acceptance of Appointment by Successor.........................35
Section 612    Merger, Conversion, Consolidation or Succession to Business....36
Section 613    Preferential Collection of Claims Against Company..............36
Section 614    Appointment of Authenticating Agent............................36
</Table>

                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

<Table>
<S>           <C>                                                            <C>
Section 701    Company to Furnish Trustee Names and Addresses of Holders......37
Section 702    Preservation of Information; Communications to Holders.........38
Section 703    Reports by Trustee.............................................38
Section 704    Reports by Company.............................................38
</Table>

                                       ii
<PAGE>
                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

<Table>
<S>            <C>                                                           <C>
Section 801    Company May Consolidate, Etc., Only on Certain Terms.......... 38
Section 802    Successor Substituted......................................... 39
</Table>
                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES
<Table>
<S>            <C>                                                           <C>
Section 901    Supplemental Indentures Without Consent of Holders............ 39
Section 902    Supplemental Indentures With Consent of Holders............... 40
Section 903    Execution of Supplemental Indentures.......................... 41
Section 904    Effect of Supplemental Indentures............................. 41
Section 905    Conformity with Trust Indenture Act........................... 42
Section 906    Reference in Securities to Supplemental Indentures............ 42
</Table>
                                  ARTICLE TEN

                                   COVENANTS

<Table>
<S>            <C>                                                           <C>
Section 1001    Payment of Principal, Premium and Interest................... 42
Section 1002    Maintenance of Office or Agency.............................. 42
Section 1003    Money for Securities Payments to Be Held in Trust............ 43
Section 1004    Statement by Officers as to Default.......................... 43
Section 1005    Existence.................................................... 44
Section 1006    Maintenance of Properties.................................... 44
Section 1007    Payment of Taxes and Other Claims............................ 44
Section 1008    Maintenance of Insurance..................................... 44
Section 1009    Waiver of Certain Covenants.................................. 44
</Table>
                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

<Table>
<S>            <C>                                                           <C>
Section 1101    Applicability of Article..................................... 45
Section 1102    Election to Redeem; Notice to Trustee........................ 45
Section 1103    Selection by Trustee of Securities to Be Redeemed............ 45
Section 1104    Notice of Redemption......................................... 46
Section 1105    Deposit of Redemption Price.................................. 47
Section 1106    Securities Payable on Redemption Date........................ 47
Section 1107    Securities Redeemed in Part.................................. 47
</Table>

                                      iii

<PAGE>
                                 ARTICLE TWELVE

                            [INTENTIONALLY OMITTED]
                                ARTICLE THIRTEEN

                            [INTENTIONALLY OMITTED]
                                ARTICLE FOURTEEN

                            [INTENTIONALLY OMITTED]
                                ARTICLE FIFTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

<Table>
<S>            <C>                                                           <C>
Section 1501    Company's Option to Effect Defeasance or Covenant Defeasance. 48
Section 1502    Defeasance and Discharge..................................... 48
Section 1503    Covenant Defeasance.......................................... 48
Section 1504    Conditions to Defeasance or Covenant Defeasance.............. 49
Section 1505    Deposited Money and U.S. Government Obligations to Be Held
                 in Trust; Miscellaneous Provisions.......................... 50
Section 1506    Reinstatement................................................ 51
</Table>
                                ARTICLE SIXTEEN

                                 SINKING FUNDS

<Table>
<S>            <C>                                                           <C>
Section 1601    Applicability of Article..................................... 51
Section 1602    Satisfaction of Sinking Fund Payments with Securities........ 51
Section 1603    Redemption of Securities for Sinking Fund.................... 52
</Table>

                                       iv
<PAGE>

                                 TOM BROWN, INC.

    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>                                               <C>
ss.310      (a)(1)............................................... 609
            (a)(2)............................................... 609
            (a)(3)............................................... Not Applicable
            (a)(4)............................................... Not Applicable
            (b).................................................. 608
               .................................................. 610
ss.311      (a).................................................. 613
            (b).................................................. 613
ss.312      (a).................................................. 701
               .................................................. 702
            (b).................................................. 702
            (c).................................................. 702
ss.313      (a).................................................. 703
            (b).................................................. 703
            (c).................................................. 703
            (d).................................................. 703
ss.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
ss.315      (a).................................................. 601
            (b).................................................. 602
            (c).................................................. 601
            (d).................................................. 601
            (e).................................................. 514
ss.316      (a).................................................. 101
            (a)(1)(A)............................................ 502
               .................................................. 512
            (a)(1)(B)............................................ 513
            (a)(2)............................................... Not Applicable
            (b).................................................. 508
            (c).................................................. 104
ss.317      (a)(1)............................................... 503
            (a)(2)............................................... 504
            (b).................................................. 1003
ss.318      (a).................................................. 107
</Table>
--------------------------
NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.

                                       v
<PAGE>
                                                                    Exhibit 4.2


               INDENTURE, dated as of ____________, 200__, between Tom Brown,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), 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.

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

               NOW, THEREFORE, THIS INDENTURE WITNESSETH:

               For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually 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

                    (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.

<PAGE>

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

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

               "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.


                                       2
<PAGE>

               "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.

               "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).

               "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.

               "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 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.

                                       3
<PAGE>


               "Opinion of Counsel" means a written opinion of counsel for the
Company, and who shall be acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company.


               "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, 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.

                                       4
<PAGE>

               "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.

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

               "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



                                       5
<PAGE>

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.

               "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 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 to the Trustee to
take any action under any provision of this Indenture, the Company 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 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

                                       6
<PAGE>

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

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

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

Section 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. 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 and
the Company, if made in the manner provided in this Section.

               The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him 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.

                                       7
<PAGE>

               Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

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



                                       8
<PAGE>

this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

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

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

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

                    (1) the Trustee by any Holder or by the Company 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 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 the Company 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 .

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



                                       9
<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
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 or the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

Section 112.   Governing Law

               This Indenture 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 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



                                       10
<PAGE>

marks of identification and such legends or endorsements placed thereon as may
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 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, Inc.

           ...........................................................

No.__________                                                     $__________

               Tom Brown, Inc., a corporation duly organized and existing under
the laws of Delaware (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.



                                       11
<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, Inc.


                                           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 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 Trustee 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 $________________].

               [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 __________, 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,


                                       12
<PAGE>

<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 Otherwise Than
          Redemption Through Operation       Through Operation of the
  Year       of the Sinking Fund                   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.]

               [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].]



                                       13
<PAGE>

               [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.]

               [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 and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company 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 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.

                                       14
<PAGE>

               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 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.   Reserved.

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
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.

                                       15
<PAGE>


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) [intentionally omitted];

                    (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);

                    (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;



                                       16
<PAGE>

                    (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;

                    (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;



                                       17
<PAGE>

                    (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 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.

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.

                                       18
<PAGE>

               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.

               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.

                                       19
<PAGE>

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 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.

                                       20
<PAGE>

               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.

                    (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



                                       21
<PAGE>

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.

               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 may elect to make payment of any Defaulted
               Interest to the Persons in whose names the Securities of such
               series (or their respective Predecessor Securities) are
               registered at the close of business on a Special Record Date for
               the payment of such Defaulted Interest, which shall be fixed in
               the following manner. The Company shall notify the Trustee in
               writing of the amount of Defaulted Interest proposed to be paid
               on each Security of such series and the date of the proposed
               payment, and at the same time the Company shall deposit with the
               Trustee an amount of money equal to the aggregate amount proposed
               to be paid in respect of such Defaulted Interest or shall make
               arrangements satisfactory to the Trustee for such deposit prior
               to the date of the proposed payment, such money when deposited to
               be held in trust for the benefit of the Persons entitled to such
               Defaulted Interest as in this Clause provided. Thereupon the
               Trustee shall fix a Special Record Date for the payment of such
               Defaulted Interest which shall be not more than 15 days and not
               less than 10 days prior to the date of the proposed payment and
               not less than 10 days after the receipt by the Trustee of the
               notice of the proposed



                                       22
<PAGE>

               payment. The Trustee shall promptly notify the Company of such
               Special Record Date and, in the name and at the expense of the
               Company, shall cause notice of the proposed payment of such
               Defaulted Interest and the Special Record Date therefor to be
               given to each Holder of Securities of such series in the manner
               set forth in Section 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 may make payment of any Defaulted Interest
               on the Securities of any series in any other lawful manner not
               inconsistent with the requirements of any securities exchange on
               which such Securities may be listed, and upon such notice as may
               be required by such exchange, if, after notice given by the
               Company to the Trustee of the proposed payment pursuant to this
               Clause, such manner of payment shall be deemed practicable by the
               Trustee.

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

Section 308.   Persons Deemed Owners.

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

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.



                                       23
<PAGE>

                                  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

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

                               (1)  have become due and payable, or

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

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

               and the Company, in the case of (i), (ii) or (iii) above, has
               deposited or caused to be deposited with the Trustee as trust
               funds in trust 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 has paid or caused to be paid all other sums
               payable hereunder by the Company; and

                    (3) the Company 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.



                                       24
<PAGE>

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 voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

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

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

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

                    (5) default 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



                                       25
<PAGE>

               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 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 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



                                       26
<PAGE>

Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

                    (1) the Company 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

                        (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 covenants 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 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.



                                       27
<PAGE>

Section 504.   Trustee May File Proofs of Claim.

               In case of any judicial proceeding relative to the Company or any
other obligor upon the Securities, or the property or creditors of the Company
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.

               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: 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


                                       28
<PAGE>
                    (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

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

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

Section 508.   Unconditional Right of Holders to Receive Principal, Premium and
               Interest.

               Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption or 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 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



                                       29
<PAGE>

assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

Section 511.   Delay or Omission Not Waiver.

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

Section 512.   Control by Holders.

               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.



                                       30
<PAGE>

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

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

                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601.   Certain Duties and Responsibilities.

               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




                                       31
<PAGE>

               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 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 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 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.



                                       32
<PAGE>

Section 607.   Compensation and Reimbursement.

               The Company 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 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.



                                       33
<PAGE>

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. 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.

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

               If at any time:

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

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

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

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 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 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 or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a


                                       34
<PAGE>

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.

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

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

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



                                       35
<PAGE>

               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 succession to the Company 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 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 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 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.



                                       36
<PAGE>

               An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 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 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.



                                       37
<PAGE>

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.

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

               Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of 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.

               The Company 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, and shall expressly



                                       38
<PAGE>

               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
               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; and

                    (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.

Section 802.   Successor 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.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.   Supplemental Indentures Without Consent of Holders.

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

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

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



                                       39
<PAGE>

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

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

                    (5) to add to, change or eliminate any of the provisions of
               this Indenture in respect of one or more series of Securities,
               provided that any such addition, change or elimination (A) shall
               neither (i) apply to any 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 and the Trustee, the Company, when
authorized by a Board Resolution and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,


                    (1) change the Stated Maturity of the principal of, or any
               installment of principal of or interest on, any Security, or
               reduce the principal amount thereof or the rate of interest
               thereon 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



                                       40
<PAGE>

               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 the conversion of
               the Securities, 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
               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); or

                    (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.

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.



                                       41
<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 shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and 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.

               The Company covenants and agrees for the benefit of each series
of Securities that it will duly and punctually pay the principal of and any
premium and interest 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 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.



                                       42
<PAGE>

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

               If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of 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 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, 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 on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in 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.

Section 1004.  Statement by Officers as to Default.

               (a) The Company 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 is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or



                                       43
<PAGE>

requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

               (b) The Company shall deliver to the Trustee, as soon as possible
and in any event within five days after the Company 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 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.

Section 1009.  Waiver of Certain Covenants.

               Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with



                                       44
<PAGE>

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, 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.

                                 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 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 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.



                                       45
<PAGE>

               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

                    (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, at the Company's request, by
the Trustee in the name and at the expense of the Company and shall be
irrevocable.



                                       46
<PAGE>

Section 1105.  Deposit of Redemption Price.

               On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 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 upon delivery of a Company Request to the
Trustee or such Paying Agent, or, if then held by the Company, 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 shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest 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.



                                       47
<PAGE>

                                 ARTICLE TWELVE

                             [INTENTIONALLY OMITTED]

                                ARTICLE THIRTEEN

                             [INTENTIONALLY OMITTED]

                                ARTICLE FOURTEEN

                             [INTENTIONALLY OMITTED]

                                 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 shall be deemed to have been discharged from its obligations, 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 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



                                       48
<PAGE>

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, 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)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

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 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



                                       49
<PAGE>

               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.

                    (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 is a party or
               by which it is bound.

                    (8) [intentionally omitted]

                    (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 of 1940.

                    (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



                                       50
<PAGE>

become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the
extent required by law.

               The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government
Obligations 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



                                       51
<PAGE>

required to be made pursuant to the terms of such Securities as and to the
extent provided for by the terms of such Securities, provided that the
Securities to be so credited have not been previously so credited. The
Securities to be so credited shall be received and credited for such purpose by
the Trustee at the Redemption Price, as specified in the Securities so to be
redeemed, for redemption through operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly.

Section 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.



                                       52
<PAGE>

               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, Inc.


                               By ___________________________________















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