<PAGE>
                                                                     EXHIBIT 4.3


                                 GREY WOLF, INC.

                                       AND

                                   [TRUSTEE],
                                     TRUSTEE

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

                                    INDENTURE

                                   DATED AS OF


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

                             SENIOR DEBT SECURITIES









<PAGE>

                                 GREY WOLF, INC.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                   AND INDENTURE DATED AS OF _________________

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

<Table>
<Caption>
SECTION OF TRUST                                              SECTION(S) OF
INDENTURE ACT OF 1939                                          OF INDENTURE
---------------------                                         --------------
<S>                                                           <C>
Section 310 (a)(1)........................................................609
            (a)(2)........................................................609
            (a)(3).............................................Not Applicable
            (a)(4).............................................Not Applicable
            (b)......................................................608, 610
Section 311 (a)...........................................................613
            (b)...........................................................613
            (c)................................................Not Applicable
Section 312 (a)......................................................701, 702
            (b)...........................................................702
            (c)...........................................................702
Section 313 (a)...........................................................703
            (b)...........................................................703
            (c)...........................................................703
            (d)...........................................................703
Section 314 (a)......................................................704, 105
            (b)................................................Not Applicable
            (c)(1)........................................................102
            (c)(2)........................................................102
            (c)(3).............................................Not Applicable
            (d)................................................Not Applicable
            (e)...........................................................102
Section 315 (a)...........................................................601
            (b)...........................................................602
            (c)...........................................................601
            (d)...........................................................601
            (d)(1)..................................................603(a)(8)
            (d)(2)........................................................601
            (d)(3)........................................................601
            (e)...........................................................514
Section 316 (a)(1)(A).....................................................512
            (a)(1)(B).....................................................513
            (a)(2).............................................Not Applicable
            (a)(last sentence)............................................101
            (b)...........................................................508
Section 317 (a)(1)........................................................503
            (a)(2)........................................................504
            (b)..........................................................1003
Section 318 (a)...........................................................107
</Table>

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

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

                                       1

<PAGE>


                                 TRUST INDENTURE


                                TABLE OF CONTENTS


<Table>
<Caption>
                                                                                                               PAGE
<S>                                                                                                            <C>
ARTICLE ONE DEFINITIONS ..........................................................................................1
   Section 101.          Definitions..............................................................................1
   Section 102.          Compliance Certificates and Opinions.....................................................7
   Section 103.          Form of Documents Delivered to Trustee...................................................8
   Section 104.          Acts of Holders; Record Dates............................................................8
   Section 105.          Notices, Etc, to Trustee and Company....................................................10
   Section 106.          Notice to Holders; Waiver...............................................................10
   Section 107.          Conflict with Trust Indenture Act.......................................................11
   Section 108.          Effect of Headings and Table of Contents................................................11
   Section 109.          Successors and Assigns..................................................................11
   Section 110.          Separability Clause.....................................................................11
   Section 111.          Benefits of Indenture...................................................................11
   Section 112.          Governing Law...........................................................................11
   Section 113.          Legal Holidays..........................................................................12
   Section 114.          Language of Notices, Etc................................................................12
   Section 115.          Submission to Jurisdiction..............................................................12
   Section 116.          Corporate Obligation....................................................................12

ARTICLE TWO SECURITY FORMS.......................................................................................12
   Section 201.          Forms Generally.........................................................................12
   Section 202.          Form of Legend for Global Securities....................................................13
   Section 203.          Form of Trustee's Certificate of Authentication.........................................13
   Section 204.          Securities in Global Form...............................................................14

ARTICLE THREE THE SECURITIES.....................................................................................14
   Section 301.          Amount Unlimited; Issuable In Series....................................................14
   Section 302.          Denominations...........................................................................18
   Section 303.          Execution, Authentication, Delivery and Dating..........................................18
   Section 304.          Temporary Securities....................................................................19
   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..........................................21
   Section 308.          Persons Deemed Owners...................................................................23
   Section 309.          Cancellation............................................................................23
   Section 310.          Computation of Interest.................................................................23
   Section 311.          CUSIP Numbers...........................................................................23

ARTICLE FOUR SATISFACTION AND DISCHARGE..........................................................................24
   Section 401.          Satisfaction and Discharge of Indenture.................................................24
   Section 402.          Application of Trust Money..............................................................25
</Table>


                                       i
<PAGE>

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

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

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..................................................40
   Section 701.          Company to Furnish Trustee Names and Addresses of Holders...............................40
   Section 702.          Preservation of Information; Communications to Holders..................................40
   Section 703.          Reports by Trustee......................................................................41
   Section 704.          Reports by Company......................................................................41

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...............................................41
   Section 801.          Company May Consolidate, Etc., Only on Certain Terms....................................41
   Section 802.          Successor Substituted...................................................................42
</Table>


                                       ii
<PAGE>


<Table>
<Caption>
                                                                                                               PAGE
<S>                                                                                                            <C>
ARTICLE NINE SUPPLEMENTAL INDENTURES.............................................................................43
   Section 901.          Supplemental Indentures Without Consent of Holders......................................43
   Section 902.          Supplemental Indentures With Consent of Holders.........................................44
   Section 903.          Execution of Supplemental Indentures....................................................45
   Section 904.          Effect of Supplemental Indentures.......................................................45
   Section 905.          Conformity with Trust Indenture Act.....................................................45
   Section 906.          Reference in Securities to Supplemental Indentures......................................45

ARTICLE TEN COVENANTS............................................................................................45
   Section 1001.         Payment of Principal, Premium and Interest..............................................45
   Section 1002.         Maintenance of Office or Agency.........................................................46
   Section 1003.         Money for Securities Payments to Be Held in Trust.......................................46
   Section 1004.         Statement by Officers as to Default.....................................................47
   Section 1005.         Existence...............................................................................47
   Section 1006.         Waiver of Certain Covenants.............................................................48
   Section 1007.         Additional Amounts......................................................................48

ARTICLE ELEVEN REDEMPTION OF SECURITIES..........................................................................49
   Section 1101.         Applicability of Article................................................................49
   Section 1102.         Election to Redeem; Notice to Trustee...................................................49
   Section 1103.         Selection by Trustee of Securities to Be Redeemed.......................................49
   Section 1104.         Notice of Redemption....................................................................50
   Section 1105.         Deposit of Redemption Price.............................................................51
   Section 1106.         Securities Payable on Redemption Date...................................................51
   Section 1107.         Securities Redeemed in Part.............................................................51
   Section 1108.         Purchase of Securities..................................................................51

ARTICLE TWELVE SINKING FUNDS.....................................................................................52
   Section 1201.         Applicability of Article................................................................52
   Section 1202.         Satisfaction of Sinking Fund Payments with Securities...................................52
   Section 1203.         Redemption of Securities for Sinking Fund...............................................52

ARTICLE THIRTEEN LEGAL DEFEASANCE AND COVENANT DEFEASANCE........................................................53
   Section 1301.         Company's Option to Effect Legal Defeasance or Covenant Defeasance......................53
   Section 1302.         Legal Defeasance and Discharge..........................................................53
   Section 1303.         Covenant Defeasance.....................................................................53
   Section 1304.         Conditions to Legal Defeasance or Covenant Defeasance...................................54
   Section 1305.         Deposited Money and Government Obligations to be Held in Trust; Other
                         Miscellaneous Provisions................................................................55
   Section 1306.         Reinstatement...........................................................................56
   Section 1307.         Deposited Money and Government Obligations to be Held in Trust..........................56

ARTICLE FOURTEEN MEETING OF HOLDERS OF SECURITIES................................................................56
   Section 1401.         Purposes for which Meetings may be Called...............................................56
   Section 1402.         Call, Notice and Place of Meetings......................................................56
</Table>

                                      iii
<PAGE>


<Table>
<Caption>
                                                                                                               PAGE
<S>                                                                                                            <C>
   Section 1403.         Persons entitled to Vote at Meetings....................................................57
   Section 1404.         Quorum; Action..........................................................................57
   Section 1405.         Determination of Voting Rights; Conduct and Adjournment of Meetings.....................58
   Section 1406.         Counting Votes and Recording Action of Meetings.........................................59
</Table>

                                       iv

<PAGE>

         INDENTURE, dated as of _______________, 200__, between Grey Wolf, Inc.,
a corporation duly organized and existing under the laws of the State of Texas
(herein called the "COMPANY"), having its principal office at 10370 Richmond
Avenue, Suite 600, Houston, Texas 77042, and [ ], 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"), which may be convertible into or exchangeable for any securities
of any Persons (including the Company), to be issued in one or more series as in
this Indenture provided.

         All things necessary to make this Indenture a valid and legally binding
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

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 United States generally
         accepted accounting principles, the term "GENERALLY ACCEPTED ACCOUNTING
         PRINCIPLES" with respect to any computation required or permitted
         hereunder shall mean such accounting principles as are generally
         accepted as consistently applied by the Company at the date of such
         computation;

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


                                       1
<PAGE>


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

         Certain terms, used principally in ARTICLE SIX and ARTICLE THIRTEEN,
are defined in those Articles.

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

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

         "AUTHENTICATING AGENT" means any Person authorized by the Trustee
pursuant to SECTION 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "AUTHORIZED NEWSPAPER" means a newspaper, in the English language or in
an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in each place in connection with which the term is
used or in the financial community of each such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day.

         "BOARD OF DIRECTORS" means either the board of directors of the Company
or any duly authorized committee of that board.

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

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

         "COMMISSION" means the United States 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 the United States
Securities and Exchange Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

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



                                       2
<PAGE>

         "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 by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

         "CORPORATE TRUST OFFICE" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which as of the date hereof is located at.

         "CORPORATION" means a corporation, association, company, joint-stock
company or business trust.

         "COVENANT DEFEASANCE" has the meaning specified in SECTION 1303.

         "DEFAULTED INTEREST" has the meaning specified in SECTION 307.

         "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 United States 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 202 (or such
legend as may be specified as contemplated by SECTION 301 for such Securities).

         "GOVERNMENT OBLIGATION" has the meaning specified in SECTION 1304.

         "HOLDER" means the Person in whose name the 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.

         "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.


                                       3
<PAGE>


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

         "LEGAL DEFEASANCE" has the meaning specified in SECTION 1302.

         "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).

         "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officers' Certificate given pursuant to SECTION 1004 shall be the
principal executive, financial or accounting officer of the Company.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for or an employee of 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 legal defeasance has been effected
         pursuant to SECTION 1302; and

                  (4) Securities that have been paid pursuant to SECTION 1001 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


                                       4
<PAGE>


         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 or
         whether a quorum is present at a meeting of Holders of Securities, (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 that 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
         that 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, or upon any such determination as to the presence of a quorum,
         only Securities that a Responsible Officer of the Trustee actually
         knows to be so owned shall be so disregarded. Securities so owned that
         have been pledged in good faith may be regarded as Outstanding if the
         pledgee establishes to the satisfaction of the Trustee the pledgee's
         right so to act with respect to such Securities and that the pledgee is
         not the Company or any other obligor upon the Securities or any
         Affiliate of the Company or of such other obligor.

         "PAYING AGENT" means any Person, which may include the Company,
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, limited
liability company, 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 specified in accordance with SECTION 301 where
the principal of and any premium and interest on the Securities of that series
are payable.

         "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.


                                       5
<PAGE>


         "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.

         "RESPONSIBLE OFFICER", when used with respect to the Trustee, means any
vice president, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer, the controller or any assistant controller or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject and who shall have responsibility for the administration of this
Indenture.

         "SECURITIES" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture provided, however, that if at any time there is more than
one Person acting as Trustee under this Indenture, "Securities" with respect to
the Indenture as to which such Person is Trustee shall have the meaning stated
in the first recital of this Indenture and shall more particularly mean
Securities authenticated and delivered under this Indenture, exclusive, however,
of Securities of any series as to which such Person is not Trustee.

         "SECURITIES ACT" means the United States 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.

         "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" means a corporation, limited liability company, limited
partnership, or other entity more than 50% of the outstanding voting stock of
which is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries. For the
purposes of this definition, "voting stock" means the equity interest that
ordinarily has voting power for the election of directors, managers, trustees or
general partners of an entity, or persons performing similar functions, whether
at all times or only so long as no senior class of equity interest has such
voting power by reason of any contingency.


                                       6
<PAGE>


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

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

         "UNITED STATES ALIEN" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

         "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".

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
Officers' 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 (except for certificates
provided for in SECTION 1004) shall include,

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

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

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

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


                                       7
<PAGE>

Section 103. Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons 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. 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, and 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 principal amount and serial numbers of Securities held by any
Person, and the date of holding the same, shall be proved by the Security
Register.


                                       8
<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


                                       9
<PAGE>


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

         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 (which may be via facsimile) to or with the Trustee at
         its Corporate Trust Office, Attention: Corporate Trust Administration,
         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, to the Company addressed to it at the address of its principal
         office specified in the first paragraph of this instrument, Attention:
         Chief Financial Officer, or at any other address previously furnished
         in writing to the Trustee by the Company.

Section 106. Notice to Holders; Waiver.

         Except as otherwise expressly provided herein, where this Indenture
provides for notice of any event to Holders of Securities, such notice shall be
sufficiently given to Holders of Securities if in writing and mailed,
first-class postage prepaid, to each Holder of a Security affected by such
event, at the address of such Holder 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 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 to
Holders of Securities by mail, then such


                                       10
<PAGE>


notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder. In any case where notice
to Holders of Securities is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder of a
Security shall affect the sufficiency of such notice with respect to other
Holders.

         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 of Securities 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.

Section 107. Conflict with Trust Indenture Act.

         This Indenture shall incorporate and be governed by the provisions of
the Trust Indenture Act that are required to be part of and to govern indentures
qualified under the Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with a provision of the Trust Indenture Act that is
required under such Act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the former 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 or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 111. Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, and the Holders of Securities, 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.


                                       11
<PAGE>


Section 113. Legal Holidays.

         In any case where any Interest Payment Date, Redemption 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 or
Redemption Date, or at the Stated Maturity.

Section 114. Language of Notices, Etc.

         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 115. Submission to Jurisdiction.

         The Company irrevocably submits to the non-exclusive jurisdiction of
any federal or state court in the City, County and State of New York, United
States, and any appellate court from any thereof, in any legal suit, action or
proceeding based on or arising under the Securities or this Indenture and agrees
that all claims in respect of such suit or proceeding may be determined in any
such court. The Company irrevocably waives to the fullest extent permitted by
law, any objection to any such suit, including actions, suits or proceedings
relating to the securities laws of the United States of America or any state
thereof, in such courts whether on the grounds of venue, residence or domicile
or the defense of an inconvenient forum or objections to personal jurisdiction
with respect to the maintenance of such legal suit, action or proceeding. The
Company agrees that the final judgment in any such suit, action or proceeding
brought in such court shall be conclusive and binding upon the Company and may
be enforced in any court to the jurisdiction of which the Company is subject by
a suit upon such judgment.

Section 116. Corporate Obligation.

         No recourse may be taken, directly or indirectly, against any
incorporator, subscriber to the capital stock, stockholder, officer, director or
employee of the Company or the Trustee or of any predecessor or successor of the
Company or the Trustee with respect to the Company's obligations on the
Securities or the obligations of the Company or the Trustee under this Indenture
or any certificate or other writing delivered in connection herewith.

                                  ARTICLE TWO

                                 SECURITY FORMS

Section 201. Forms Generally.

         The Securities of each series shall be in substantially the former
forms as shall be established by or pursuant to a Board Resolution or in one or
more indentures supplemental


                                       12
<PAGE>


hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with 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 (or any such temporary global Security).

         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 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.

Section 203. 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.

                                          [NAME OF TRUSTEE],
                                          As Trustee

                                          By:
                                             -----------------------------------
                                                Authorized Signatory
Dated:                           "
       --------------------------



                                       13
<PAGE>

Section 204. Securities in Global Form.

         If Securities of or within a series are issuable in global form, as
specified as contemplated by SECTION 301, then any such Security shall represent
such of the Outstanding Securities of such series as shall be specified therein
and may provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and that the aggregate amount of
Outstanding Securities represented thereby may from time to time be reduced to
reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
the Company Order to be delivered to the Trustee pursuant to SECTION 303 or
SECTION 304. Subject to the provisions of SECTION 303 and, if applicable,
SECTION 304, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to SECTION 303 or SECTION 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with SECTION 102 and need not be accompanied by an Opinion of
Counsel.

         The provisions of the last sentence of SECTION 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global from together with written instructions (which need not
comply with SECTION 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of SECTION 303.

         Notwithstanding the provisions of SECTION 307, unless otherwise
specified as contemplated by SECTION 301, payment of principal of and any
premium and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.

                                 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 Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

                  (1) the title of the Securities of the series, including CUSIP
         numbers, if applicable (which shall distinguish the Securities of the
         series from Securities of any other series);


                                       14
<PAGE>


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

                  (3) the Trustees, Authenticating Agents, Paying Agents,
         Security Registrars or other agents with respect to the series;

                  (4) the Person to whom any interest on any 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, the
         extent to which, or the manner in which, any interest payable on a
         temporary global Security on an Interest Payment Date will be paid if
         other than in the manner provided in SECTION 304;

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

                  (6) the ability to issue additional Securities in the same
         series;

                  (7) the price or prices at which the Securities will be sold;

                  (8) the right, if any, to extend the interest payment periods
         and the duration of any such deferral period, including the maximum
         consecutive period during which interest payment periods may be
         extended;

                  (9) provisions, if any, granting special rights to holders of
         the Securities upon the occurrence of specified events;

                  (10) the terms, if any, upon which Holders may convert or
         exchange (or upon which the Company may require Holders to convert or
         exchange) the Securities of the series into or for the common stock,
         preferred stock or other securities or property of the Company or of
         another Person (or upon which the Securities of the series shall
         automatically convert or be exchanged into or for such other securities
         or property);

                  (11) the rate or rates at which the Securities of the series
         shall bear interest, if any, which may be fixed or variable, or the
         method by which such rate shall be determined, the date or dates from
         which any such interest shall accrue, or the method by which such date
         or dates will be determined, the Interest Payment Dates on which any
         such interest shall be payable, and the Regular Record Date for the
         interest payable on any Securities on any Interest Payment Date;

                  (12) in the case of Original Issue Discount Securities, the
         rate of accretion of principal, which may be fixed or variable, or the
         method of determining such rate, and the date or dates from which
         principal will accrete or the method by which such date or dates will
         be determined;


                                       15
<PAGE>


                  (13) the place or places where, subject to the provisions of
         SECTION 1002, the principal of and any premium, if any, and interest,
         if any, on Securities of the series shall be payable, where any
         Securities of the series may be surrendered for registration of
         transfer, where Securities of the series may be surrendered for
         exchange, where Securities of the series that are convertible or
         exchangeable may be surrendered for conversion or exchange, as
         applicable, and notices and demands to or upon the Company in respect
         of the Securities of the series and this Indenture may be served;

                  (14) 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;

                  (15) 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, repaid or purchased, in whole or in part, pursuant to such
         obligation;

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

                  (17) whether the amount of payments of principal (or premium,
         if any) or interest, if any, on the Securities of the series may be
         determined with reference to an index, formula or other method (which
         index, formula or method may be based, without limitation, on one or
         more currencies, commodities, equity indices or other indices), and the
         manner in which such amounts shall be determined;

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

                  (19) 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);

                  (20) 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
<PAGE>


                  (21) the collateral, if any, securing the Securities of the
         series, and the guarantors, if any, who will guarantee the Securities
         of the series, or the methods of determining such collateral, if any,
         and such guarantors, if any;

                  (22) 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);

                  (23) if applicable, that the Securities of the series, in
         whole or any specified part, shall be defeasible pursuant to SECTION
         1302 OR SECTION 1303 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;

                  (24) if applicable, that any Securities of the series shall be
         issuable in whole or in part in the form of one or more Global
         Securities and, in such case, the respective Depositaries for such
         Global Securities, the form of any legend or legends which shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in SECTION 202 and any circumstances in addition to or in lieu of
         those set forth in the legend set forth in SECTION 202 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 name of Persons other
         than the Depositary for such Global Security or a nominee thereof;

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

                  (26) any addition to or change in the covenants set forth in
         ARTICLE TEN which applies to Securities of the series, including any
         limitation on the Company's ability to incur debt, redeem stock or sell
         its assets;

                  (27) whether, under what circumstances and the currency in
         which the Company will pay additional amounts as contemplated by
         SECTION 1009 on the Securities of the series to any Holder who is not a
         United States Person(s) (including any modification to the definition
         of such term) in respect of any tax, assessment or governmental charge
         and, if so, whether the Company will have the option to redeem such
         Securities rather than pay such additional amounts (and the terms of
         any such option);

                  (28) provisions, if any, granting special rights to holders of
         Securities of the series upon the occurrence of specified events; and


                                       17
<PAGE>


                  (29) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture, except as permitted
         by SECTION 901 OR 902);

All Securities of such series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution or supplemental indenture referred to above and (subject to SECTION
303) set forth, or determined in the manner provided, in the Officers'
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 Officers'
Certificate setting forth the terms of the series.

Section 302. Denominations.

         Unless otherwise provided as contemplated by SECTION 301 with respect
to the Securities of any series, any Securities of such series, other than
Securities issued in global form (which may be of any denomination), 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 attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities 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
forms 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 forms of such Securities have been established by
         or pursuant to Board Resolution as permitted by SECTION 201, that such
         form have 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


                                       18
<PAGE>


                  (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 principles of equity.

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 that is not reasonably acceptable to the Trustee.

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

         Each Security shall be dated the date of its authentication.

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

Section 304. Temporary Securities.

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

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of that 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


                                       19
<PAGE>


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 like aggregate principal
amount and tenor.

         Until exchanged in full as hereinafter provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder.

Section 305. Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at an office or agency to be
maintained by the Company in accordance with SECTION 1002 a register (being the
combined register of the Security Registrar and all transfer agents designated
pursuant to SECTION 1002 for the purpose of registration of transfer of
Securities and 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 the registration of
transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR"
for the purpose of registering Securities and transfers of Securities as herein
provided.

         Except as otherwise may be provided in SECTION 203 or as may be
provided as contemplated by SECTION 301, upon surrender for registration of
transfer of any Security of a series at the office or agency of the Company
maintained pursuant to SECTION 1002 for such purpose 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 that the Holder making the exchange is
entitled to receive.

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

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or


                                       20
<PAGE>


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 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 any selection of Securities of that series to be
redeemed and ending at the close of business on the day of the mailing of the
relevant notice of redemption.

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

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

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

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

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

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

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

Section 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


                                       21
<PAGE>


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 (a "SPECIAL RECORD DATE")
         for the payment of such Defaulted Interest, which shall be fixed in the
         following manner. The Company shall notify the Trustee in writing of
         the amount of Defaulted Interest proposed to be paid on each Security
         of such series and the date of the proposed payment, and at the same
         time the Company shall deposit with the Trustee an amount of money
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit prior to the date of the proposed payment,
         such money when deposited to be held in trust for the benefit of the
         Persons entitled to such Defaulted Interest as in this Clause provided.
         Thereupon the Trustee shall fix a Special Record Date for the payment
         of such Defaulted Interest which shall be not more than 15 days and not
         less than 10 days prior to the date of the proposed payment and not
         less than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be given to each Holder of
         Securities of such series in the manner set forth in SECTION 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 and SECTION 305, 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.


                                       22
<PAGE>


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 305 AND 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, 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 or in the Trustee's customary manner, which manner shall be communicated
in writing to the Company.

Section 310. Computation of Interest.

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

Section 311. CUSIP Numbers.

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


                                       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 any right to receive additional
amounts, as provided in SECTION 1009), 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 Securities which have been destroyed,
                  lost or stolen and which have been replaced or paid as
                  provided in SECTION 306 and 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:

                                    (i) have become due and payable, or

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

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

                  and the Company, 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 such 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


                                       24
<PAGE>


                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture 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 such satisfaction and discharge.

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 and (if so established
         as contemplated by SECTION 301 in respect of that series), in the case
         of technical or administrative difficulties only if such default
         persists for a period of five days; 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 90 days


                                       25
<PAGE>


         after there has been given, by registered or certified mail, to the
         Company by the Trustee or to the Company and the Trustee by the Holders
         of at least 25% in principal amount of the Outstanding Securities of
         that series a written notice specifying such default or breach and
         requiring it to be remedied and stating that such notice is a "NOTICE
         OF DEFAULT" hereunder; or

                  (5) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company in an
         involuntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or (B) a
         decree or order adjudging the Company a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under any applicable Federal or State law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company or of any substantial part of its property, or
         ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order for relief or any such other
         decree or order unstayed and in effect for a period of 90 consecutive
         days; or

                  (6) the commencement by the Company of a voluntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or of any other case or
         proceeding to be adjudicated a bankrupt or insolvent, of the consent by
         it to the entry of a decree or order for relief in respect of the
         Company in an involuntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or to the commencement of any bankruptcy or insolvency case
         or proceeding against it, or the filing by it of a petition or answer
         or consent seeking reorganization or relief under any applicable
         Federal or State law, or the consent by it to the filing of such
         petition or to the appointment of or taking possession by a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company or of any substantial part of its property, or
         the making by it of an assignment for the benefit of creditors, or the
         admission by it in writing of its inability to pay its debts generally
         as they become due; or

                  (7) 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(5) OR 501(6)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) 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(5)
OR 501(6) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue


                                       26
<PAGE>


Discount Securities, such portion of the principal amount of such Securities as
may be specified by the terms thereof) shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable.

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


                                       27
<PAGE>


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 reasonable compensation, expenses,
disbursements and advances, of the Trustee, its agents and counsel.

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

         If an Event of Default with respect to 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 reasonably
necessary to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

Section 504. Trustee May File Proofs of Claim.

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

                  (1) to file and prove a claim for the whole amount of
         principal (or lesser amount in the case of Original Issue Discount
         Securities) (and premium, if any) and interest and any Additional
         Amounts owing and unpaid in respect of the Securities and to file such
         other papers or documents as may be necessary or advisable in order to
         have the claims of the Trustee (including any claim for the reasonable
         compensation, expenses, disbursements and advances of the Trustee, its
         agents and counsel) and of the Holders allowed in such judicial
         proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation,


                                       28
<PAGE>


expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under SECTION 607.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or compensation 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 proceedings; provided, however,
that the Trustee may be 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 reasonable 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;

                  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; and

                  THIRD: To the Company.

Section 507. Limitation on Suits.

         Subject to SECTION 508, no Holder of any Security of any series shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

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


                                       29
<PAGE>


                  (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 indemnity satisfactory to it against the costs, expenses and
         liabilities to be incurred in compliance with such request;

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

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

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 SECTIONS 305
AND 307) interest on such Security on the respective Stated Maturities expressed
in such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, 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 assertion or employment of any
right or remedy


                                       30
<PAGE>


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.

         With respect to the Securities of any Series, 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, 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, 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.

         All parties to this Indenture agree and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed that in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, a court
may require any party litigant in such suit to file an undertaking


                                       31
<PAGE>


to pay the costs of such suit, and may assess costs including reasonable
attorneys' fees and expenses 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.

Section 515. Waiver of Stay or Extension Laws.

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

                                  ARTICLE SIX

                                   THE TRUSTEE

Section 601. Certain Duties and Responsibilities.

         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 conclusively rely and shall be fully
         protected in acting or refraining from acting upon any resolution,
         certificate, statement, instrument, opinion,


                                       32
<PAGE>


         report, notice, request, direction, consent, order, bond, debenture,
         note, other evidence of indebtedness or other paper or document
         (whether in its original or facsimile form) believed by it to be
         genuine and to have been signed or presented by the proper party or
         parties;

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

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

                  (4) the Trustee may consult with counsel of its own selection
         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 satisfactory to it 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;

                  (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;

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

                  (9) the Trustee shall not be deemed to have notice of any
         default or Event of Default unless a Responsible Officer of the Trustee
         has actual knowledge thereof or unless written notice of any event
         which is in fact such a default is received by the Trustee at the
         Corporate Trust Office of the Trustee, and such notice references the
         Securities and this Indenture; and


                                       33
<PAGE>


                  (10) the rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and each agent, custodian
         and the Person employed to act 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.

Section 607. Compensation and Reimbursement.

         The Company agrees

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

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as shall be determined to have been caused by its own negligence or bad
         faith; and

                  (3) to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability claim, damage or expense incurred without
         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


                                       34
<PAGE>


         liability in connection with the exercise or performance of any of its
         powers or duties hereunder.

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 the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series.

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 and has its Corporate Trust Office
or another office customarily used as a place of payment of securities in New
York, New York. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section and to the extent permitted by
the Trust Indenture Act, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee with respect to the
Securities of any series shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

Section 610. Resignation and Removal; Appointment of Successor.

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

         The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by SECTION 611 shall
not have been delivered to the resigning 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:


                                       35
<PAGE>


                  (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 of Securities of such series and accepted appointment in the manner
required by SECTION 611, any Holder who has been a bona tide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

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


                                       36
<PAGE>


Section 611. Acceptance of Appointment by Successor.

         In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company 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.

         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.


                                       37
<PAGE>


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

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

Section 613. Preferential Collection of Claims Against Company.

         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 SECTION 311 of the Trust Indenture Act, but only to the extent
therein specified, regarding the collection of claims against the Company (or
any such other obligor). For purposes of SECTION 311(b)(4) AND (6) of such Act,
the following terms shall mean:

                           (a) "CASH TRANSACTION" means any transaction in which
                  full payment for goods or securities sold is made within seven
                  days after delivery of the goods or securities in currency or
                  in checks or other orders drawn upon banks or bankers and
                  payable upon demand; and

                           (b) "SELF-LIQUIDATING PAPER" means any draft, bill of
                  exchange, acceptance or obligation which is made, drawn,
                  negotiated or incurred by the Company for the purpose of
                  financing the purchase, processing, manufacturing, shipment,
                  storage or sale of goods, wares or merchandise and which is
                  secured by documents evidencing title to, possession of, or a
                  lien upon, the goods, wares or merchandise or the receivables
                  or proceeds arising from the sale of the goods, wares or
                  merchandise previously constituting the security, provided the
                  security is received by the Trustee simultaneously with the
                  creation of the creditor relationship with the Company arising
                  from the making, drawing, negotiating or incurring of the
                  draft, bill of exchange, acceptance or obligation.

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 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. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, and a copy of such instrument shall be promptly furnished to the
Company. Wherever reference is made in this

                                       38
<PAGE>

Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as 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 corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and 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.



                                       39
<PAGE>

                                          [Name of Trustee],
                                          As Trustee


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

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

         If all of the Securities of a series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested by the Company in writing (which writing
need not comply with SECTION 102 and need not be accompanied by an Opinion of
Counsel), shall appoint in accordance with this Section an Authenticating Agent
having an office in a Place of Payment designated by the Company with respect to
such series of Securities.

                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

         With respect to each series of the Securities, the Company will furnish
or cause to be furnished to the Trustee

                  (1) semi-annually, not later than 15 days after each Regular
         Record Date or in the case of any series of Securities on which
         semi-annual interest is not payable, not more than 15 days after such
         semi-annual dates specified by the Trustee, 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 Regular Record Date or
         such semi-annual date, as the case may be, and

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

provided, that so long as the Trustee is the Security Registrar, the Company
shall not be required to furnish or cause to be furnished such a list to the
Trustee. The Company shall otherwise comply with Section 310(a) of the Trustee
Indenture Act.

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.


                                       40
<PAGE>


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

         Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with SECTION 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under SECTION 702(b).
The Company, the Trustee, the Security Registrar and any other Person shall have
the protection of Section 312(c) of 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,
including Sections 313(a), 313(b), 313(c) and 313(d) of the Trust Indenture Act.

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

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 consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person (other than a direct or indirect wholly-owned subsidiary
of the Company) and the Company shall not permit any Person (other than a direct
or indirect wholly-owned subsidiary of the Company) to consolidate with or merge
into the Company, unless:

                  (1) the Company is the surviving corporation or, in case the
         Company shall consolidate with or merge into another Person or convey,
         transfer or lease its properties


                                       41
<PAGE>

         and assets substantially as an entirety to any Person, the Person
         formed by such consolidation or into which the Company is merged or the
         Person which acquires by conveyance or transfer, or which leases, the
         properties and assets of the Company substantially as an entirety shall
         be a corporation, limited liability company, partnership or trust,
         organized and validly existing under the laws of the United States of
         America, any State thereof or the District of Columbia and shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee, in form reasonably satisfactory to the
         Trustee, the due and punctual payment of the principal of and any
         premium and interest (including all additional amounts, if any payable
         pursuant to SECTION 1009) 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) if, as a result of any such consolidation or merger or
         such conveyance, transfer or lease, properties or assets of the Company
         would become subject to a mortgage, pledge, lien, security interest or
         other encumbrance which would not be permitted by this Indenture, the
         Company or such successor Person, as the case may be, shall take such
         steps as shall be necessary effectively to secure the Securities
         equally and ratably with (or prior to) all indebtedness secured
         thereby; and

                  (4) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease 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 conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
SECTION 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.


                                       42
<PAGE>

                                  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 reasonably 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 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, 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

                  (5) to secure the Securities; or

                  (6) to establish the form or terms of Securities of any series
         as permitted by SECTIONS 201 AND 301; or

                  (7) 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

                  (8) 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,


                                       43
<PAGE>


         provided that such action 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
aggregate principal amount of the Outstanding Securities of each series affected
by such supplemental indenture, 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 change any obligation of the
         Company to pay additional amounts pursuant to SECTION 1009 (except as
         contemplated by SECTIONS 801 AND 802 and permitted by SECTION 901(1)),
         or reduce the amount of the principal of an Original Issue Discount
         Security or any other Security which would be due and payable upon a
         declaration of acceleration of the Maturity thereof pursuant to SECTION
         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 any such
         payment on or after the Stated Maturity thereof (or, in the case of
         redemption, on or after the Redemption Date), 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) change any obligation of the Company to maintain an office
         or agency in the places and for the purposes specified in SECTION 1002,
         or

                  (4) 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 1008, or deletion of this proviso, in accordance with the
         requirements of SECTIONS 611 AND 901(7).

         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


                                       44
<PAGE>


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 of Securities under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

Section 903. Execution of Supplemental Indentures.

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

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 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 Holders 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.


                                       45
<PAGE>


Section 1002. Maintenance of Office or Agency.

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

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 or interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure 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 the principal and any premium or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

         The Company will cause each Paying Agent 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.


                                       46
<PAGE>


         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 and any 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 an Authorized Newspaper in
each Place of Payment, 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.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, 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 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. The Company shall deliver to the Trustee, as soon
as reasonably approachable and in any event within 20 days after the Company
becomes aware of the occurrence of any Event of Default or an event which, with
notice or the lapse of time or both, would constitute an Event of Default, an
Officers' Certificate setting forth the details of such Event of Default or
default.

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 its existence,
rights (charter and statutory) and franchises; 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 ability of the
Company to make payments hereunder.


                                       47
<PAGE>


Section 1006. Waiver of Certain Covenants.

         Except as otherwise specified as contemplated by SECTION 301 for
Securities of such series and as contemplated by SECTION 508, the Company may,
with respect to the Securities of any series, omit in any particular instance to
comply with any term, provision or condition set forth in this Indenture for the
benefit of the Holders of such series if before the time for such compliance the
Holders of at least 50% 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.

Section 1007. Additional Amounts.

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

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


                                       48
<PAGE>


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

Section 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 portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series or of the principal amount
of global securities of such series. If less than all of the Securities of such
series and of a specified tenor are to be redeemed, the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee, from the Outstanding Securities of such 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.


                                       49
<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.

Section 1104. Notice of Redemption.

         Notice of redemption shall be given in the manner provided in SECTION
106 to the Holders of Securities to be redeemed not less than 30 nor more than
60 days prior to the Redemption Date.

         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 such Securities are 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) applicable CUSIP numbers, if any.

         A notice of redemption published as contemplated by SECTION 106 need
not identify particular registered Securities to be redeemed.

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


                                       50
<PAGE>


Section 1105. Deposit of Redemption Price.

         Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in SECTION 1003) an amount of
money sufficient to pay the Redemption Price of, 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.

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 interests on Securities whose
Stated Maturity is on or prior to the Redemption Date shall 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.

Section 1108. Purchase of Securities.

         Unless otherwise specified as contemplated by SECTION 301, the Company
and any Affiliate of the Company may at any time purchase or otherwise acquire
Securities in the open market or by private agreement. Such acquisition shall
not operate as or be deemed for any purpose to be a redemption of the
indebtedness represented by such Securities. Any Securities purchase or acquired
by the Company may be delivered to the Trustee and, upon such delivery, the
indebtedness represented thereby shall be deemed to be satisfied. SECTION 309
shall apply to all Securities so delivered.


                                       51
<PAGE>

                                 ARTICLE TWELVE

                                  SINKING FUNDS

Section 1201. 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 1202.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

Section 1202. Satisfaction of Sinking Fund Payments with Securities.

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

Section 1203. Redemption of Securities for Sinking Fund.

         Not less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
SECTION 1202 and will also deliver to the Trustee any Securities to be so
delivered. The Trustee shall select any Securities to be redeemed upon such
sinking fund payment date in the manner specified in SECTION 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in SECTION 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in SECTIONS 1106 AND 1107.


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<PAGE>


                                ARTICLE THIRTEEN

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 1301. Company's Option to Effect Legal Defeasance or Covenant
Defeasance.

         The Company may at its option, at any time elect to have either SECTION
1302 OR SECTION 1303 applied to the Outstanding Securities of any series upon
compliance with the conditions set forth below in this ARTICLE THIRTEEN.

Section 1302. Legal Defeasance and Discharge.

         Upon the Company's exercise of the option provided in SECTION 1301
applicable to this Section, the Company shall be deemed to have been discharged
from its obligations with respect to the Outstanding Securities of any series on
the date the conditions set forth below are satisfied (hereinafter, "LEGAL
DEFEASANCE"). For this purpose, such legal defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Securities of such series and to have satisfied all its other
obligations under the Securities of such series and this Indenture insofar as
the Securities of such series are concerned (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of the Securities of such series to
receive, solely from the trust fund described in SECTION 1304 and as more fully
set forth in such Section, payments in respect of the principal of and any
premium and interest on the Securities of such series when such payments are
due, (B) the Company's obligations with respect to such Securities under
SECTIONS 304, 305, 306, 1002 AND 1003, (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (D) this ARTICLE THIRTEEN. Subject
to compliance with this Article Thirteen, the Company may exercise its option
under this SECTION 1302 notwithstanding the prior exercise of its option under
SECTION 1303.

Section 1303. Covenant Defeasance.

         Upon the Company's exercise of the option provided in SECTION 1301
applicable to this Section, (i) the Company shall be released from its
obligations with respect to the Securities of such series under SECTION 801,
SECTIONS 1005 THROUGH 1007, inclusive, and any covenants provided pursuant to
SECTION 301 for the benefit of the Holders of such Securities (to the extent so
provided pursuant to SECTION 301) and (ii) the occurrence of an event specified
in SECTIONS 501(3) OR (4) shall not be deemed to be an Event of Default on and
after the date the conditions set forth below are satisfied (hereinafter,
"COVENANT DEFEASANCE"). For this purpose, such covenant defeasance means that
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 Section or clause
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or clause or by reason of any reference in any such Section or
clause to any other provision herein or in any other document, but the remainder
of this Indenture and such Securities shall be unaffected thereby.


                                       53
<PAGE>


Section 1304. Conditions to Legal Defeasance or Covenant Defeasance.

         The following shall be the conditions to application of either SECTION
1302 or SECTION 1303 to the then Outstanding Securities of any series:

                  (1) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of SECTION 609 who shall agree to comply with the
         provisions of this Article Thirteen 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 benefit of the
         Holders of the Securities of such series, (A) money in an amount, or
         (B) 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, sufficient,
         in the opinion of a nationally recognized firm of independent public
         accountants or a nationally recognized investment banking firm
         expressed in a written certification thereof delivered to the Trustee,
         (if such firms at such time customarily deliver such certificates, and,
         if not, such certification may be from the principal financial officer
         of the Company), to pay and discharge, and which shall be applied by
         the Trustee (or other qualifying trustee) to pay and discharge, the
         principal of, premium, if any, and each installment of interest on the
         Securities on the Stated Maturity of such principal or installment of
         interest in accordance with the terms of this Indenture and of the
         Securities of such series. For this purpose, "GOVERNMENT OBLIGATIONS"
         means, with respect to any series of Securities, securities that are
         (x) direct obligations of the government that issued the currency in
         which such series is denominated (or, if such series is denominated in
         euro, the direct obligations of any government that is a member of the
         European Monetary Union) for the payment of which its full faith and
         credit is pledged or (y) obligations of a Person controlled or
         supervised by and acting as an agency or instrumentality of such
         government the payment of which is unconditionally guaranteed as a full
         faith and credit obligation by such government, which, in either case,
         are not callable or redeemable at the option of the issuer thereof and
         shall also include a depositary receipt issued by a bank (as defined in
         Section 3(a)(2) of the Securities Act) as custodian with respect to any
         Government Obligation where the relevant government is the United
         States of America or a specific payment of principal of or interest on
         any such Government Obligation held by such custodian for the account
         of the holder of such depositary receipt, 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 depository receipt from
         any amount received by the custodian in respect of the such Government
         Obligation or the specific payment of principal of or interest on such
         Government Obligation evidenced by such depository receipt.

                  (2) In the event of an election to have SECTION 1302 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 (x) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling, or (y) since the
         date of this Indenture there has been a change in the applicable
         Federal income tax law, in either case to the effect that, and based
         thereon such opinion shall confirm that, the Holders of the Outstanding
         Securities of such series will not recognize gain or loss for Federal
         income


                                       54
<PAGE>


         tax purposes as a result of such deposit, defeasance and discharge and
         will be subject to Federal income tax on the same amount, in the same
         manner and at the same times as would have been the case if such
         deposit, defeasance and discharge had not occurred.

                  (3) In the event of an election to have SECTION 1303 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 the Outstanding Securities of such
         series will not recognize gain or loss for Federal income tax purposes
         as a result of such deposit and covenant defeasance and will be subject
         to Federal income tax on the same amount, in the same manner and at the
         same times as would have been the case if such deposit and covenant
         defeasance had not occurred.

                  (4) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, together stating that
         all conditions precedent provided for relating to either the legal
         defeasance under SECTION 1302 or the covenant defeasance under SECTION
         1303 (as the case may be) have been complied with.

                  (5) Such legal defeasance or covenant defeasance shall not
         result in the trust arising from such deposit constituting an
         investment company as defined in the Investment Company Act, or such
         trust shall be qualified under such act or exempt from regulation
         thereunder.

Section 1305. Deposited Money and Government Obligations to be Held in Trust;
Other Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of SECTION 1003, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee (solely for purposes of this Section
and SECTION 1306, the Trustee and any such other trustee are referred to
collectively, for purposes of this SECTION 1305, as the "TRUSTEE") pursuant to
SECTION 1304 in respect of the Securities of such series shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Securities
of such series 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 Holders of the Securities of such series, of all
sums due and to become due thereon in respect of principal (and premium, if any)
and interest, but such money 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 Government Obligations deposited
pursuant to SECTION 1304 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 the Outstanding Securities.

         Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations held by it as provided in SECTION
1304 which, in the opinion of a nationally recognized firm of independent public
accountants (or the principal financial officer of the Company, as appropriate)
expressed in a written certification thereof delivered to the Trustee,


                                       55
<PAGE>


are in excess of the amount thereof which would then be required to be deposited
to effect an equivalent legal defeasance or covenant defeasance.

Section 1306. Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with SECTION 1302 OR 1303 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to this ARTICLE THIRTEEN until such time as the Trustee or

         Paying Agent is permitted to apply all such money in accordance with
SECTION 1302 or 1303; provided, however, that if the Company makes any payment
of principal of (and premium, if any) or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of the Securities of such series to receive such payment from the
money held by the Trustee or the Paying Agent.

Section 1307. Deposited Money and Government Obligations to be Held in Trust.

         Subject to the provisions of the last paragraph of SECTION 1003, all
money and Government Obligations (or other property as may be provided pursuant
to SECTION 301) (including the proceeds thereof) deposited with the Trustee
pursuant to SECTION 1304 in respect of any Securities of any series 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 Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, if
any, but such money need not be segregated from other funds except as provided
herein and except to the extent required by law.

                                ARTICLE FOURTEEN

                        MEETING OF HOLDERS OF SECURITIES

Section 1401. Purposes for which Meetings may be Called.

         A meeting of Holders of Securities of any or all series of Securities
may be called at any time and from time to time pursuant to this Article to
make, give or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be made, given to
taken by Holders of Securities of such series.

Section 1402. Call, Notice and Place of Meetings.

                           (a) The Trustee may at any time call a meeting of
                  Holders of Securities of any series for any purposes specified
                  in SECTION 1401, to be held at any such time and at such place
                  in the Borough of Manhattan, the City of New York, as the
                  Trustee shall determine. Notice of every meeting of Holders of
                  Securities of any series, setting forth the time and the place
                  of such meeting and in general terms the action proposed to be
                  taken at such meeting, shall be given, in


                                       56
<PAGE>

                  the manner provided in SECTION 106, not less than 21 nor more
                  than 180 days prior to the date fixed for the meeting.

                           (b) In case at any time the Company, pursuant to a
                  Board Resolution, or the Holders of at least 10% in principal
                  amount of the Outstanding Securities of any series shall have
                  requested the Trustee to call a meeting of the Holders of
                  Securities of such series for any purpose specified in SECTION
                  1401, by written request setting forth in reasonable detail
                  the action proposed to be taken at the meeting, and the
                  Trustee shall not have made the first publication of the
                  notice of such meeting within 21 days after receipt of such
                  request or shall not thereafter proceed to cause the meeting
                  to be held as provided herein, then the Company or the Holders
                  of Securities of such series in the amount above specified, as
                  the case may be, may determine the time and the place in the
                  Borough of Manhattan, the City of New York for such meeting
                  and may call such meeting for such purposes by giving notice
                  thereof as provided in subsection (a) of this Section.

Section 1403. Persons entitled to Vote at Meetings.

         Upon the calling of a meeting of Holders with respect to the Securities
of a series all or part of which are represented by a Security, a record date
shall be established for determining Holders of Outstanding Securities of such
series entitled to vote at such meeting, which record date shall be the close of
business on the day the notice of the meeting of Holders is given in accordance
with SECTION 1402. The Holders on such record date, and their designated
proxies, and only such Persons, shall be entitled to vote at such meeting of
Holders. To be entitled to vote at any meeting of Holders, a Person shall (a) be
a Holder of one or more Securities or (b) be a Person appointed by an instrument
in writing as proxy by a Holder of one or more Securities; provided, however,
that in the case of any meeting of Holders with respect to the Securities of a
series all or part of which are represented by a Security, only Holders, or
their designated proxies, of record on the record date established pursuant to
SECTION 1403 hereof shall be entitled to vote at such meeting. The only Persons
who shall be entitled to be present or to speak at any meeting of Holders shall
be the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

Section 1404. Quorum; Action.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than 50% in
principal amount of the Outstanding Securities of a series, the Persons entitled
to vote 50% in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes of the
time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other case
the meeting may be adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a


                                       57
<PAGE>


period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting. Notice of the reconvening of
any adjourned meeting shall be given as provided in SECTION 1402(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

         Except as limited by the proviso to the first paragraph of SECTION 902,
any resolution presented to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted by the affirmative vote of
the Holders of a majority in principal amount of the Outstanding Securities of
that series; provided, however, that, except as limited by the proviso to the
first paragraph of SECTION 902, any resolution with respect to any consent or
waiver which this Indenture expressly provides may be given by the Holders of
not less than 50% in principal amount of the Outstanding Securities of a series
may be adopted at a meeting or an adjourned meeting duly convened and at which a
quorum is present as aforesaid only by the affirmative vote of the Holders of
50% in principal amount of the Outstanding Securities of that series; and
provided, further, that, except as limited by the proviso to the first paragraph
of SECTION 902, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or any adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series.

         Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.

Section 1405. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

                           (a) Notwithstanding any other provisions of this
                  Indenture, the Trustee may make such reasonable regulations as
                  it may deem advisable for any meeting of Holders of Securities
                  of a series in regard to proof of the holding of Securities of
                  such series and of the appointment of proxies and in regard to
                  the appointment and duties of inspectors of votes, the
                  submission and examination of proxies, certificates and other
                  evidence of the right to vote, and such other matters
                  concerning the conduct of the meeting as is shall deem
                  appropriate. Except as otherwise permitted or required by any
                  such regulations, the holding of Securities shall be proved in
                  the manner specified in SECTION 104 and the appointment of any
                  proxy shall be proved in the manner specified in SECTION 104
                  or by having the signature of the person executing the proxy
                  witnessed or guaranteed by any trust company, bank or banker
                  authorized by SECTION 104. Such regulations may provide that
                  written instruments appointing proxies, regular on their face,
                  may be presumed valid and genuine without the proof specified
                  in SECTION 104 or other proof.


                                       58
<PAGE>

                           (b) The Trustee shall, by an instrument in writing,
                  appoint a temporary chairman of the meeting, unless the
                  meeting shall have been called by the Company or by Holders of
                  Securities as provided in SECTION 1402(b), in which case the
                  Company or the Holders of Securities of the series calling the
                  meeting, as the case may be, shall in like manner appoint a
                  temporary chairman. A permanent chairman and a permanent
                  secretary of the meeting shall be elected by vote of the
                  Persons entitled to vote a majority in principal amount of the
                  Outstanding Securities of such series represented at the
                  meeting.

                           (c) At any meeting each Holder of a Security of such
                  series or proxy shall be entitled to one vote for each $1,000
                  principal amount of the Outstanding Securities of such series
                  held or represented by him; provided, however, that no vote
                  shall be cast or counted at any meeting in respect of any
                  Security challenged as not Outstanding and ruled by the
                  chairman of the meeting to be not Outstanding. The chairman of
                  the meeting shall have no right to vote, except as a Holder of
                  a Security of such series or proxy.

                           (d) Any meeting of Holders of Securities of any
                  series duly called pursuant to SECTION 1402 at which a quorum
                  is present may be adjourned from time to time by Persons
                  entitled to vote a majority in principal amount of the
                  Outstanding Securities of such series represented at the
                  meeting; and the meeting may be held as so adjourned without
                  further notice.

Section 1406. Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in SECTION 1402 and, if
applicable, SECTION 1404. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

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


                                       59
<PAGE>


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

                                               GREY WOLF INC.


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



                                               [TRUSTEE]


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


                                       60