<PAGE>

                                                                     EXHIBIT 4.6

                            COMSTOCK RESOURCES, INC.

                                   GUARANTORS
                                  NAMED HEREIN

                                       AND

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.

                                     TRUSTEE

                                    INDENTURE

                          DATED AS OF FEBRUARY 25, 2004

                                 DEBT SECURITIES


<PAGE>

                            COMSTOCK RESOURCES, INC.
         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS
              AMENDED, AND INDENTURE DATED AS OF FEBRUARY 25, 2004

<TABLE>
<CAPTION>
Trust Indenture                                                        Indenture
Act Section                                                              Section

<S>                                                               <C>
Section 310(a)(1)...........................................                 6.9
         (a)(2).............................................                 6.9
         (a)(3).............................................      Not Applicable
         (a)(4).............................................      Not Applicable
         (a)(5).............................................                 6.9
         (b)................................................                 6.8

Section 311.................................................                6.13

Section 312(a)..............................................         7.1, 7.2(a)
         (b)................................................              7.2(b)
         (c)................................................              7.2(c)

Section 313(a)..............................................                 7.3
         (b)................................................                   *
         (c)................................................                   *
         (d)................................................                 7.3

Section 314(a)..............................................                 7.4
         (a)(4).............................................                10.7
         (b)................................................      Not Applicable
         (c)(1).............................................                 1.3
         (c)(2).............................................                 1.3
         (c)(3).............................................      Not Applicable
         (d)................................................      Not Applicable
         (e)................................................                 1.3

Section 315(a)..............................................              6.1(a)
         (b)................................................                 6.2
         (c)................................................              6.1(b)
         (d)................................................              6.1(c)
         (d)(1).............................................           6.1(a)(1)
         (d)(2).............................................           6.1(c)(2)
         (d)(3).............................................           6.1(c)(3)
         (e)................................................                5.14
</TABLE>


<PAGE>

<TABLE>
<S>                                                               <C>
Section 316(a)..............................................            1.1, 1.2
         (a)(1)(A)..........................................           5.2, 5.12
         (a)(1)(B)..........................................                5.13
         (a)(2).............................................      Not Applicable
         (b)................................................                 5.8
         (c)................................................              1.5(f)

Section 317(a)(1)...........................................                 5.3
         (a)(2).............................................                 5.4
         (b)................................................                10.3

Section 318(a)..............................................                 1.8
</TABLE>

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

*Deemed included pursuant to Section 318(c) of the Trust Indenture Act


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                   Page
<S>                                                                                                <C>
ARTICLE I.  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...........................       1
     Section 1.1.   Definitions...............................................................       1
     Section 1.2.   Incorporation by Reference of Trust Indenture Act.........................       9
     Section 1.3.   Compliance Certificates and Opinions......................................      10
     Section 1.4.   Form of Documents Delivered to Trustee....................................      10
     Section 1.5.   Acts of Holders; Record Dates.............................................      11
     Section 1.6.   Notices, Etc., to Trustee, Company and Guarantors.........................      12
     Section 1.7.   Notice to Holders; Waiver.................................................      12
     Section 1.8.   Conflict with Trust Indenture Act.........................................      13
     Section 1.9.   Effect of Headings and Table of Contents..................................      13
     Section 1.10.  Successors and Assigns....................................................      13
     Section 1.11.  Separability Clause.......................................................      13
     Section 1.12.  Benefits of Indenture.....................................................      13
     Section 1.13.  Governing Law.............................................................      14
     Section 1.14.  Legal Holidays............................................................      14
     Section 1.15.  Securities in a Composite Currency, Currency Unit or Foreign
                    Currency..................................................................      15
     Section 1.16.  Payment in Required Currency; Judgment Currency...........................      15
     Section 1.17.  Language of Notices, Etc..................................................      16
     Section 1.18.  Incorporators, Shareholders, Officers and Directors of the Company
                    and the Guarantors Exempt from Individual Liability.......................      16

ARTICLE II.  SECURITY FORMS...................................................................      16
     Section 2.1.   Forms Generally...........................................................      16
     Section 2.2.   Form of Face of Security..................................................      17
     Section 2.3.   Form of Reverse of Security...............................................      19
     Section 2.4.   Global Securities.........................................................      25
     Section 2.5.   Form of Trustee's Certificate of Authentication...........................      26

ARTICLE III.  THE SECURITIES..................................................................      26
     Section 3.1.   Amount Unlimited; Issuable in Series......................................      26
     Section 3.2.   Denominations.............................................................      29
     Section 3.3.   Execution, Authentication, Delivery and Dating............................      29
     Section 3.4.   Temporary Securities......................................................      31
     Section 3.5.   Registration, Registration of Transfer and Exchange.......................      31
     Section 3.6.   Mutilated, Destroyed, Lost and Stolen Securities..........................      34
     Section 3.7.   Payment of Interest; Interest Rights Preserved............................      35
     Section 3.8.   Persons Deemed Owners.....................................................      36
     Section 3.9.   Cancellation..............................................................      36
     Section 3.10.  Computation of Interest...................................................      37
     Section 3.11.  CUSIP or CINS Numbers.....................................................      37
</TABLE>


                                        i
<PAGE>

<TABLE>
<S>                                                                                                 <C>
ARTICLE IV.  SATISFACTION AND DISCHARGE.......................................................      37
     Section 4.1.   Satisfaction and Discharge of Indenture...................................      37
     Section 4.2.   Application of Trust Money................................................      38

ARTICLE V.  REMEDIES..........................................................................      39
     Section 5.1.   Events of Default.........................................................      39
     Section 5.2.   Acceleration of Maturity; Rescission and Annulment........................      40
     Section 5.3.   Collection of Indebtedness and Suits for Enforcement by Trustee...........      41
     Section 5.4.   Trustee May File Proofs of Claim..........................................      41
     Section 5.5.   Trustee May Enforce Claims Without Possession of Securities...............      42
     Section 5.6.   Application of Money Collected............................................      42
     Section 5.7.   Limitation on Suits.......................................................      43
     Section 5.8.   Unconditional Right of Holders to Receive Principal, Premium and
                    Interest..................................................................      43
     Section 5.9.   Restoration of Rights and Remedies........................................      44
     Section 5.10.  Rights and Remedies Cumulative............................................      44
     Section 5.11.  Delay or Omission Not Waiver..............................................      44
     Section 5.12.  Control by Holders........................................................      44
     Section 5.13.  Waiver of Past Defaults...................................................      45
     Section 5.14.  Undertaking for Costs.....................................................      45
     Section 5.15.  Waiver of Stay or Extension Laws..........................................      45

ARTICLE VI.  THE TRUSTEE......................................................................      46
     Section 6.1.   Certain Duties and Responsibilities.......................................      46
     Section 6.2.   Notice of Defaults........................................................      47
     Section 6.3.   Certain Rights of Trustee.................................................      47
     Section 6.4.   Not Responsible for Recitals or Issuance of Securities....................      48
     Section 6.5.   May Hold Securities.......................................................      49
     Section 6.6.   Money Held in Trust.......................................................      49
     Section 6.7.   Compensation and Reimbursement............................................      49
     Section 6.8.   Disqualification; Conflicting Interests...................................      50
     Section 6.9.   Corporate Trustee Required; Eligibility...................................      50
     Section 6.10.  Resignation and Removal; Appointment of Successor.........................      50
     Section 6.11.  Acceptance of Appointment by Successor....................................      52
     Section 6.12.  Merger, Conversion, Consolidation or Succession to Business...............      53
     Section 6.13.  Preferential Collection of Claims Against Company.........................      53
     Section 6.14.  Appointment of Authenticating Agent.......................................      53

ARTICLE VII.  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...............................      55
     Section 7.1.   Company to Furnish Trustee Names and Addresses of Holders.................      55
     Section 7.2.   Preservation of Information; Communications to Holders....................      55
     Section 7.3.   Reports by Trustee........................................................      56
     Section 7.4.   Reports by Company........................................................      57

ARTICLE VIII.  CONSOLIDATION, AMALGAMATION, MERGER AND SALE...................................      57
     Section 8.1.   Company May Consolidate, Etc., Only on Certain Terms......................      57
     Section 8.2.   Successor Substituted.....................................................      58
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                                                                                                 <C>
ARTICLE IX.  SUPPLEMENTAL INDENTURES..........................................................      58
     Section 9.1.   Supplemental Indentures Without Consent of Holders........................      58
     Section 9.2.   Supplemental Indentures with Consent of Holders...........................      60
     Section 9.3.   Execution of Supplemental Indentures......................................      61
     Section 9.4.   Effect of Supplemental Indentures.........................................      61
     Section 9.5.   Conformity with Trust Indenture Act.......................................      61
     Section 9.6.   Reference in Securities to Supplemental Indentures........................      61

ARTICLE X.  COVENANTS.........................................................................      62
     Section 10.1.  Payment of Principal, Premium and Interest................................      62
     Section 10.2.  Maintenance of Office or Agency...........................................      62
     Section 10.3.  Money for Securities Payments to Be Held in Trust.........................      62
     Section 10.4.  Existence.................................................................      64
     Section 10.5.  Statement by Officers as to Default.......................................      64
     Section 10.6.  Waiver of Certain Covenants...............................................      64
     Section 10.7.  Additional Amounts........................................................      64

ARTICLE XI.  REDEMPTION OF SECURITIES.........................................................      65
     Section 11.1.  Applicability of Article..................................................      65
     Section 11.2.  Election to Redeem; Notice to Trustee.....................................      65
     Section 11.3.  Selection by Trustee of Securities to Be Redeemed.........................      66
     Section 11.4.  Notice of Redemption......................................................      66
     Section 11.5.  Deposit of Redemption Price...............................................      67
     Section 11.6.  Securities Payable on Redemption Date.....................................      67
     Section 11.7.  Securities Redeemed in Part...............................................      68

ARTICLE XII.  SINKING FUNDS...................................................................      68
     Section 12.1.  Applicability of Article..................................................      68
     Section 12.2.  Satisfaction of Sinking Fund Payments with Securities.....................      68
     Section 12.3.  Redemption of Securities for Sinking Fund.................................      69

ARTICLE XIII.  DEFEASANCE.....................................................................      69
     Section 13.1.  Applicability of Article..................................................      69
     Section 13.2.  Legal Defeasance..........................................................      69
     Section 13.3.  Covenant Defeasance.......................................................      71
     Section 13.4.  Deposited Money and U.S. Government Obligations to be Held in
                    Trust.....................................................................      72
     Section 13.5.  Repayment to Company; Qualifying Trustee..................................      73

ARTICLE XIV.  GUARANTEE OF SECURITIES.........................................................      73
     Section 14.1.  Unconditional Guarantee...................................................      73
     Section 14.2.  Execution and Delivery of Notation of Guarantee...........................      76
     Section 14.3.  Reports by Guarantor......................................................      76
     Section 14.4.  Subordination of Guarantees...............................................      76

ARTICLE XV.  SUBORDINATION OF SECURITIES......................................................      77
     Section 15.1.  Securities Subordinated to Senior Debt....................................      77
</TABLE>


                                       iii
<PAGE>

<TABLE>
<S>                                                                                                 <C>
     Section 15.2.  Distribution on Dissolution, Liquidation and Reorganization;
                    Subrogation of Securities.................................................      78
     Section 15.3.  Payments on Securities Permitted..........................................      79
     Section 15.4.  Authorization of Holders of Securities to Trustee to Effect
                    Subordination.............................................................      80
     Section 15.5.  Notices to Trustee........................................................      80
     Section 15.6.  Trustee as Holder of Senior Debt..........................................      81
     Section 15.7.  Modification of Terms of Senior Debt......................................      81
</TABLE>


                                       iv
<PAGE>

                                     PARTIES

      INDENTURE, dated as of February 25, 2004, among COMSTOCK RESOURCES, INC.,
a corporation duly organized and existing under the laws of the State of Nevada
(herein called the "Company"), having an office at 5300 Town and Country Blvd.,
Suite 500, Frisco, Texas 75034, the GUARANTORS (as defined hereinafter) and THE
BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee (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
subordinated debentures, notes or other evidences of indebtedness (herein called
the "Securities"), which may but are not required to be guaranteed by the
Guarantors, to be issued in one or more series as in this Indenture provided.
The Company directly or indirectly owns 100% of the capital stock of the
Guarantors.

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

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

      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 covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:

                                   ARTICLE I.

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

      Section 1.1. Definitions.

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

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

      (2)   all terms used in this Indenture that are defined in the Trust
            Indenture Act, defined by a Trust Indenture Act reference to another
            statute or defined by a Commission rule under the Trust Indenture
            Act have the meanings so assigned to them;

      (3)   all accounting terms not otherwise defined herein have the meanings
            assigned to them in accordance with GAAP;


                                       1
<PAGE>

      (4)   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;

      (5)   the words "Article" and "Section" refer to an Article and Section,
            respectively, of this Indenture; and

      (6)   the word "includes" and its derivatives means "includes, but is not
            limited to" and corresponding derivative definitions.

      Certain terms, used principally in Article Six, are defined in that
Article.

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

      "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 to act
on behalf of the Trustee to authenticate Securities.

      "Banking Day" means, in respect of any city, any date on which commercial
banks are open for business in that city.

      "Bankruptcy Law" means any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law.

      "Board of Directors" means either the board of directors of the Company or
of a Guarantor, as applicable, or any duly authorized committee of that board to
which the powers of that board have been lawfully delegated.

      "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company, the principal financial officer of the
Company or a Guarantor, any other authorized officer of the Company or a
Guarantor, or a person duly authorized by any of them, in each case as
applicable, 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. Where any provision of this Indenture refers to action to be taken
pursuant to a Board Resolution (including the establishment of any series of the
Securities and the forms and terms thereof), such action may be taken by any
committee, officer or employee of the Company or a Guarantor, as applicable,
authorized to take such action by the Board of Directors as evidenced by a Board
Resolution.


                                       2
<PAGE>

      "Business Day", when used with respect to any Place of Payment or other
location, means, except as otherwise provided as contemplated by Section 3.1
with respect to any series of Securities, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that
Place of Payment or other location are authorized or obligated by law, executive
order or regulation to close.

      "CINS" means CUSIP International Numbering System.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or, if at
any time after the execution of this instrument such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

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

      "Company Request" or "Company Order" means, in the case of the Company, a
written request or order signed in the name of the Company by its Chairman of
the Board, its Chief Executive Officer, its President, any of its Vice
Presidents or any other duly authorized officer of the Company or any person
duly authorized by any of them, and delivered to the Trustee and, in the case of
a Guarantor, a written request or order signed in the name of such Guarantor by
its Chairman of the Board, its Chief Executive Officer, its President, any of
its Vice Presidents or any other duly authorized officer of such Guarantor or
any person duly authorized by any of them, and delivered to the Trustee.

      "Consolidated Net Worth" means, at any date of determination, the amount
of total shareholders' equity shown in most recent consolidated statement of
financial position of the Company, including any preferred stock not reflected
as a liability on such consolidated statement of financial position.

      "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered
and which, at the date hereof, is located at 600 North Pearl Street, Suite 420,
Dallas, Texas 75201.

      "corporation" includes corporations, companies, associations,
partnerships, limited partnerships, limited liability companies, joint-stock
companies and trusts.

      "covenant defeasance" has the meaning specified in Section 13.3.

      "CUSIP" means the Committee on Uniform Securities Identification
Procedures.

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


                                       3
<PAGE>

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

      "Default" means, with respect to a series of Securities, any event that
is, or after notice or lapse of time or both would be, an Event of Default.

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

      "defeasance" has the meaning specified in Section 13.2.

      "Definitive Security" means a security other than a Global Security or a
temporary Security.

      "Depositary" means, with respect to the Securities of any series issuable
or issued 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 3.1, until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter shall mean or include each Person which is a
Depositary hereunder, and if at any time there is more than one such Person,
shall be a collective reference to such Persons.

      "Dollar" or "$" means the coin or currency of the United States of
America, which at the time of payment is legal tender for the payment of public
and private debts.

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

      "Foreign Currency" means a currency used by the government of a country
other than the United States of America.

      "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect from time to time.

      "Global Security" means a Security in global form that evidences all or
part of a series of Securities and is authenticated and delivered to, and
registered in the name of, the Depositary for the Securities of such series or
its nominee.

      "Guarantee" has the meaning specified in Section 14.1.

      "Guarantor" means (i) Comstock Oil & Gas, Inc., a corporation duly
organized and existing under the laws of the State of Nevada, (ii) Comstock Oil
& Gas-Louisiana, LLC, a limited liability company duly organized and existing
under the laws of the State of Nevada, (iii)


                                       4
<PAGE>

Comstock Offshore, LLC, a limited liability company duly organized and existing
under the laws of the State of Nevada, (iv) Comstock Oil & Gas Holdings, Inc., a
corporation duly organized and existing under the laws of the State of Nevada
and (v) any Person that becomes a successor guarantor pursuant to the applicable
provisions of this Indenture.

      "Guarantor Senior Debt" means, unless otherwise provided with respect to
the Securities of a series as contemplated by Section 3.1, (1) all Debt of a
Guarantor, whether currently outstanding or hereafter issued, unless, by the
terms of the instrument creating or evidencing such Debt, it is provided that
such Debt is not superior in right of payment to the Guarantee or to other Debt
which is pari passu with or subordinated to the Guarantee, and (2) any
modifications, refunding, deferrals, renewals or extensions of any such Debt or
securities, notes or other evidence of Debt issued in exchange for such Debt;
provided that in no event shall "Guarantor Senior Debt" include (a) Debt of a
Guarantor owed or owing to any Subsidiary of such Guarantor or any officer,
director or employee of such Guarantor or any Subsidiary of such Guarantor, (b)
Debt to trade creditors or (c) any liability for taxes owed or owing by a
Guarantor.

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

      "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument, and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be part of and govern
this instrument and any such supplemental indenture, respectively. The term
"Indenture" also shall include the terms of particular series of Securities
established as contemplated by Section 3.1.

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

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

      "Judgment Currency" has the meaning specified in Section 1.16.

      "Lien" means any mortgage, pledge, security interest, charge, lien or
other encumbrance of any kind, whether or not filed, recorded or perfected under
applicable law.

      "mandatory sinking fund payment" has the meaning specified in Section
12.1.

      "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 5.1(3) or Section 5.1(4).


                                       5
<PAGE>

      "Officer's Certificate" means, in the case of the Company, a certificate
signed by the Chairman of the Board, the Chief Executive Officer, the President,
any Vice President or any other duly authorized officer of the Company, or a
person duly authorized by any of them, and delivered to the Trustee and, in the
case of a Guarantor, a certificate signed by the Chairman of the Board, the
Chief Executive Officer, the President, any Vice President or any other duly
authorized officer of such Guarantor, or a person duly authorized by any of
them, and delivered to the Trustee.

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

      "optional sinking fund payment" has the meaning specified in Section 12.1.

      "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 5.2.

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

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

            (ii) 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, however, 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;

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

            (iv) Securities, except to the extent provided in Section 13.2 and
      13.3, with respect to which the Company has effected defeasance or
      covenant defeasance as provided in Article Thirteen, which defeasance or
      covenant defeasance then continues in effect; provided, however, that in
      determining whether the Holders of the requisite principal amount of the
      Outstanding Securities have given any request, demand, authorization,
      direction, notice, consent or waiver hereunder, (A) the principal amount
      of an Original Issue Discount Security that shall be deemed to be
      Outstanding shall be the


                                       6
<PAGE>

      amount of the principal thereof that would be due and payable as of the
      date of such determination upon acceleration of the Maturity thereof on
      such date pursuant to Section 5.2, (B) the principal amount of a Security
      denominated in one or more currencies or currency units other than U.S.
      dollars shall be the U.S. dollar equivalent of such currencies or currency
      units, determined in the manner provided as contemplated by Section 3.1 on
      the date of original issuance of such Security or by Section 1.15, if not
      otherwise so provided pursuant to Section 3.1, of the principal amount
      (or, in the case of an Original Issue Discount Security, the U.S. dollar
      equivalent (as so determined) on the date of original issuance of such
      Security of the amount determined as provided in Clause (A) above) of such
      Security, and (C) Securities owned by the Company, any Guarantor 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 or waiver, only Securities which the Trustee knows to be so owned
      shall be so disregarded. Securities so owned as described in Clause (C) of
      the immediately preceding sentence which have been pledged in good faith
      may be regarded as Outstanding if the pledgee establishes to the
      satisfaction of the Trustee the pledgee's right so to act with respect to
      such Securities and that the pledgee is not the Company, a Guarantor or
      any other obligor upon the Securities or any Affiliate of the Company or
      of such other obligor.

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

      "Periodic Offering" means an offering of Securities of a series from time
to time, the specific terms of which Securities, including, without limitation,
the rate or rates of interest or formula for determining the rate or rates of
interest thereon, if any, the Stated Maturity or Stated Maturities thereof, the
original issue date or dates thereof, the redemption provisions, if any, with
respect thereto, and any other terms specified as contemplated by Section 3.1
with respect thereto, are to be determined by the Company upon the issuance of
such Securities.

      "Person" means any individual, corporation, company, limited liability
company, partnership, limited partnership, joint venture, association,
joint-stock company, trust, other entity, 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, unless otherwise specifically provided for with respect to such
series as contemplated by Section 3.1, the office or agency of the Company in
the City of New York and such other place or places where, subject to the
provisions of Section 10.2, the principal of and any premium and interest on the
Securities of that series are payable as contemplated by Section 3.1.

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


                                       7
<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 3.1.

      "Required Currency" has the meaning specified in Section 1.16.

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

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

      "Senior Debt" means (1) all Debt of the Company, whether currently
outstanding or hereafter issued, unless, by the terms of the instrument creating
or evidencing such Debt, it is provided that such Debt is not superior in right
of payment to the Securities, and (2) any modifications, refunding, deferrals,
renewals or extensions of any such Debt or securities, notes or other evidence
of Debt issued in exchange for such Debt; provided that in no event shall
"Senior Debt" include (a) Debt of the Company owed or owing to any Subsidiary of
the Company or any officer, director or employee of the Company or any
Subsidiary of the Company, (b) Debt to trade creditors or (c) any liability for
taxes owned or owing by the Company.

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

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

      "Subsidiary" means (i) a corporation 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
or (ii) any partnership or similar business organization more than 50% of the
ownership interests having ordinary voting power of which shall at the time be
so owned. For the purposes of this definition, "voting stock" means capital
stock or equity interests which ordinarily have voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

      "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


                                       8
<PAGE>

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.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
as in force at the date as of which this instrument was executed, except as
provided in Section 9.5; provided, however, that if 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.

      "U.S. Person" shall have the meaning assigned to such term in Section
7701(a)(30) of the Internal Revenue Code of 1986, as amended.

      "U.S. Government Obligations" means securities which are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged, or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, each of which are not callable or redeemable at the option of the
issuer thereof.

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

      Section 1.2. Incorporation by Reference of Trust Indenture Act.

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

      "commission" means the Commission.

      "indenture securities" means the Securities.

      "indenture security holder" means a Holder.

      "indenture to be qualified" means this Indenture.

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

      "obligor" on the indenture securities means the Company, the Guarantor (if
applicable) or any other obligor on the indenture securities.

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


                                       9
<PAGE>

      Section 1.3. Compliance Certificates and Opinions.

      Upon any application or request by the Company or a Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company or
such Guarantor, as the case may be, shall furnish to the Trustee an Officer's
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished except as required under Section 314(c) of the Trust Indenture Act.

      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 10.5) 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.

      Section 1.4. Form of Documents Delivered to Trustee.

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

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


                                       10
<PAGE>

may be, unless such counsel knows 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 1.5. Acts of Holders; Record Dates.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed (either physically or by means of a facsimile or an electronic
transmission, provided that such electronic transmission is transmitted through
the facilities of a Depositary) by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company or the
Guarantors. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 315 of the Trust Indenture
Act) conclusive in favor of the Trustee, the Company and, if applicable, the
Guarantors, if made in the manner provided in this Section.

      (b) 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.

      (c) The ownership, principal amount and serial numbers of Securities held
by any Person, and the date of commencement of such Person's holding of same,
shall be proved by the Security Register.

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

      (e) Without limiting the foregoing, a Holder entitled to give or take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the


                                       11
<PAGE>

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
different part of such principal amount.

      (f) The Company may set any day as the record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to give
or take any request, demand, authorization, direction, notice, consent, waiver
or other Act provided or permitted by this Indenture to be given or taken by
Holders of Securities of such series, but the Company shall have no obligation
to do so. With regard to any record date set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record date (or
their duly appointed agents), and only such Persons, shall be entitled to give
or take the relevant action, whether or not such Holders remain Holders after
such record date.

      Section 1.6. Notices, Etc., to Trustee, Company and Guarantors.

      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, a Guarantor or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Division,

      (2) the Company by the Trustee, a Guarantor 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 to the attention of the Corporate Secretary, or at
any other address previously furnished in writing to the Trustee by the Company,
or

      (3) a Guarantor by the Company, 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 such
Guarantor addressed to it at 5300 Town & Country Blvd., Suite 500, Frisco, Texas
75034 to the attention of the Corporate Secretary, or at any other address
previously furnished in writing to the Trustee by the Guarantor.

      Section 1.7. Notice to Holders; Waiver.

      Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Any notice mailed to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such Holder,
whether or not such Holder actually receives such notice.


                                       12
<PAGE>

      Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

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

      Section 1.8. Conflict with 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 latter provision shall be deemed to
apply to this Indenture as so modified or excluded, as the case may be.

      Section 1.9. Effect of Headings and Table of Contents.

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

      Section 1.10. Successors and Assigns.

      All covenants and agreements in this Indenture by each of the Company and
the Guarantors shall bind their respective successors and assigns, whether so
expressed or not.

      Section 1.11. Separability Clause.

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

      Section 1.12. Benefits of Indenture.

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


                                       13
<PAGE>

      Section 1.13. Governing Law.

      THIS INDENTURE, THE SECURITIES AND THE GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

      To the fullest extent permitted by applicable law, each of the Company and
the Guarantors hereby irrevocably submits to the jurisdiction of any Federal or
state court located in the Borough of Manhattan in The City of New York, New
York in any suit, action or proceeding based on or arising out of or relating to
this Indenture, any Securities or, if applicable, the Guarantee and irrevocably
agrees that all claims in respect of such suit or proceeding may be determined
in any such court. Each of the Company and the Guarantors irrevocably waives, to
the fullest extent permitted by law, any objection which it may have to the
laying of the venue of any such suit, action or proceeding brought in an
inconvenient forum. Each of the Company and the Guarantors hereby irrevocably
designates and appoints The Bank of New York Trust Company, N.A., New York, New
York (the "Process Agent") as its authorized agent for purposes of this Section
1.13, it being understood that the designation and appointment of the Process
Agent as such authorized agent shall become effective immediately without any
further action on the part of the Company or a Guarantor, as the case may be.
Each of the Company and the Guarantors further agrees that, unless otherwise
required by law, service of process upon the Process Agent and written notice of
said service to the Company or a Guarantor, as the case may be, mailed by
prepaid registered first class mail or delivered to the Process Agent at its
principal office, shall be deemed in every respect effective service of process
upon the Company or such Guarantor, as the case may be, in any such suit or
proceeding. Each of the Company and the Guarantors further agrees to take any
and all action, including the execution and filing of any and all such documents
and instruments as may be necessary, to continue such designation and
appointment of the Process Agent in full force and effect so long as the Company
or such Guarantor, as the case may be, has any outstanding obligations under
this Indenture. To the extent the Company or a Guarantor, as the case may be,
has or hereafter may acquire any immunity from jurisdiction of any court or from
any legal process (whether through service of notice, attachment prior to
judgment, attachment in aid of execution, executor or otherwise) with respect to
itself or its property, each of the Company and such Guarantor hereby
irrevocably waives such immunity in respect of its obligations under this
Indenture to the extent permitted by law.

      Section 1.14. 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
or, if applicable, the Guarantee (other than a provision of the Securities of
any series or, if applicable, the Guarantee that specifically states that such
provision shall apply in lieu of this Section 1.14)) payment of interest or
principal and any premium 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, provided that


                                       14
<PAGE>

no interest shall accrue for the period from and after such Interest Payment
Date, Redemption Date or Stated Maturity, as the case may be.

      Section 1.15. Securities in a Composite Currency, Currency Unit or Foreign
Currency.

      Unless otherwise specified in an Officer's Certificate delivered pursuant
to Section 3.1 of this Indenture with respect to a particular series of
Securities, whenever for purposes of this Indenture any action may be taken by
the Holders of a specified percentage in aggregate principal amount of
Securities of all series or all series affected by a particular action at the
time Outstanding and, at such time, there are Outstanding Securities of any
series which are denominated in a coin, currency or currencies other than
Dollars (including, but not limited to, any composite currency, currency units
or Foreign Currency), then the principal amount of Securities of such series
which shall be deemed to be Outstanding for the purpose of taking such action
shall be that amount of Dollars that could be obtained for such amount at the
Market Exchange Rate. For purposes of this Section 1.15, the term "Market
Exchange Rate" shall mean the noon Dollar buying rate in The City of New York
for cable transfers of such currency or currencies as published by the Federal
Reserve Bank of New York, as of the most recent available date. If such Market
Exchange Rate is not so available for any reason with respect to such currency,
the Trustee shall use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations or rates of exchange from one or more major banks
in The City of New York or in the country of issue of the currency in question,
which for purposes of euros shall be Brussels, Belgium, or such other quotations
or rates of exchange as the Trustee shall deem appropriate. The provisions of
this paragraph shall apply in determining the equivalent principal amount in
respect of Securities of a series denominated in a currency other than Dollars
in connection with any action taken by Holders of Securities pursuant to the
terms of this Indenture.

      All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Holders.

      Section 1.16. Payment in Required Currency; Judgment Currency.

      Each of the Company and the Guarantors agrees, to the fullest extent that
it may effectively do so under applicable law, that (a) if for the purpose of
obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of or interest on the Securities of any series (the
"Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the day on which
final unappealable judgment is entered, unless such day is not a Banking Day,
then, to the extent permitted by applicable law, the rate of exchange used shall
be the rate at which in accordance with normal banking procedures the Trustee
could purchase in The City of New York the Required Currency with the Judgment
Currency on the Banking Day next preceding the day on which final unappealable
judgment is entered and (b) its obligations under this Indenture to make
payments


                                       15
<PAGE>

in the Required Currency (i) shall not be discharged or satisfied by any tender,
or any recovery pursuant to any judgment (whether or not entered in accordance
with subclause (a)), in any currency other than the Required Currency, except to
the extent that such tender or recovery shall result in the actual receipt, by
the payee, of the full amount of the Required Currency expressed to be payable
in respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture.

      Section 1.17. Language of Notices, Etc.

      Any request, demand, authorization, direction, notice, consent, waiver or
Act 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 1.18. Incorporators, Shareholders, Officers and Directors of the
                    Company and the Guarantors Exempt from Individual Liability.

      No recourse under or upon any obligation, covenant or agreement of or
contained in this Indenture or of or contained in any Security or, if
applicable, the Guarantee, or for any claim based thereon or otherwise in
respect thereof, or in any Security or, if applicable, the Guarantee, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, shareholder, member, officer, manager or director, as such,
past, present or future, of the Company, any Guarantor or any successor Person,
either directly or through the Company, any Guarantor or any successor Person,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a part of the consideration for, the execution of this
Indenture and the issue of the Securities.

                                   ARTICLE II.

                                 SECURITY FORMS

      Section 2.1. Forms Generally.

      The Securities of each series and, if applicable, the notation thereon
relating to the Guarantee, shall be in substantially the form set forth in this
Article Two, or in such other form or forms as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities and, if applicable, the Guarantee, as
evidenced by their execution thereof.


                                       16
<PAGE>

      The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution
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 an authorized officer or other authorized person on behalf
of the Company and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 3.3 for the authentication and delivery of
such Securities.

      The forms of Global Securities of any series shall have such provisions
and legends as are customary for Securities of such series in global form,
including without limitation any legend required by the Depositary for the
Securities of such series.

      Section 2.2. Form of Face of Security.

      [If the Security is an Original Issue Discount Security, insert-FOR
PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS
AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS ______, THE ISSUE DATE IS
___________, 20__ [AND] [,] THE YIELD TO MATURITY IS ________________[,] [AND
THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS ____________ AND THE
METHOD USED TO DETERMINE THE YIELD THEREFOR IS __________]]

      [Insert any other legend required by the United States Internal Revenue
Code or the regulations thereunder.]

      [If a Global Security,-insert legend required by Section 2.4 of the
Indenture] [If applicable, insert - UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]


                                       17
<PAGE>

                            COMSTOCK RESOURCES, INC.

                               [TITLE OF SECURITY]

                              No ______ U.S. $_____
                             [CUSIP No. __________]

      COMSTOCK RESOURCES, INC., a company duly incorporated under the laws of
the State of Nevada (herein called the "Company ", which term includes any
successor or resulting Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to __________________________________, or
registered assigns, the principal sum of __________________________________
United States Dollars on ________________ [If the Security is to bear interest
prior to Maturity, insert-, and to pay interest thereon from __________________
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on _____ and _____ in each year, commencing
_____, at the rate of ___% per annum, until the principal hereof is paid or made
available for payment [if applicable, insert-, and at the rate of ___% per annum
on any overdue principal and premium and on any installment of interest (to the
extent that the payment of such interest shall be legally enforceable)]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the _____________ or _____________ (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture].

      [If the Security is not to bear interest prior to Maturity, insert-The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of ___% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of ___% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]


                                       18
<PAGE>

      [If a Global Security, insert-Payment of the principal of (and premium, if
any) and [if applicable, insert-any such] interest on this Security will be made
by transfer of immediately available funds to a bank account in ___________
designated by the Holder in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts [state other currency].]

      [If a Definitive Security, insert-Payment of the principal of (and
premium, if any) and [if applicable, insert-any such] interest on this Security
will be made at the office or agency of the Company maintained for that purpose
in _______________, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts]
[state other currency] [or subject to any laws or regulations applicable thereto
and to the right of the Company (as provided in the Indenture) to rescind the
designation of any such Paying Agent, at the [main] offices of ________________
in _____________, or at such other offices or agencies as the Company may
designate, by [United States Dollar] [state other currency] check drawn on, or
transfer to a [United States Dollar] account maintained by the payee with, a
bank in The City of New York (so long as the applicable Paying Agency has
received proper transfer instructions in writing at least ___ days prior to the
payment date)] [if applicable, insert-; provided, however, that payment of
interest may be made at the option of the Company by [United States Dollar]
[state other currency] check mailed to the addresses of the Persons entitled
thereto as such addresses shall appear in the Security Register] [or by transfer
to a [United States Dollar] [state other currency] account maintained by the
payee with a bank in The City of New York [state other Place of Payment] (so
long as the applicable Paying Agent has received proper transfer instructions in
writing by the Record Date prior to the applicable Interest Payment Date)].]

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

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

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

         Dated:

                                            COMSTOCK RESOURCES, INC.

                                            By:_________________________________

      Section 2.3. Form of Reverse of Security.

      This Security is one of a duly authorized issue of subordinated securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of February 25, 2004 (herein called
the "Indenture"), between the Company, the


                                       19
<PAGE>

Guarantors and The Bank of New York Trust Company, N.A., as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement, of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Guarantors, the Trustee and
the Holders of the Securities and of the terms upon which the Securities are,
and are to be, authenticated and delivered. As provided in the Indenture, the
Securities may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different sinking, purchase or
analogous funds, if any, may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided or permitted. This
Security is one of the series designated on the face hereof [, limited in
aggregate principal amount to $_______].

      This security is the general, unsecured, subordinated obligation of the
Company [if applicable, insert-and is guaranteed pursuant to a guarantee (the
"Guarantee") by [insert name of each Guarantor] (the "Guarantors"). The
Guarantee is the general, unsecured, subordinated obligation of each Guarantor.]

      [If applicable, insert-The Securities of this series are subject to
redemption upon not less than _____ days' notice by mail, [if applicable,
insert, -(1) on __________ in any year commencing with the year _______ and
ending with the year _______ through operation of the sinking fund for this
series at a Redemption Price equal to 100% of the principal amount, and (2) ] at
any time [on or after __________, 20___], as a whole or in part, at the election
of the Company, at the following Redemption Prices (expressed as percentages of
the principal amount): If redeemed [on or before __________, ____%, and if
redeemed] during the 12-month period beginning ______ of the years indicated,

<TABLE>
<CAPTION>
YEAR          REDEMPTION PRICE          YEAR            REDEMPTION PRICE
<S>           <C>                       <C>             <C>

_____         _________________         _____           _________________

_____         _________________         _____           _________________

_____         _________________         _____           _________________
</TABLE>

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

      [If applicable, insert-The Securities of this series are subject to
redemption upon not less than ____ nor more than ____ days' notice by mail, (1)
on ________ in any year commencing with the year _____ and ending with the year
_____ through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and (2) at


                                       20
<PAGE>

anytime [on or after __________], as a whole or in part, at the election of the
Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning
__________ of the years indicated,

<TABLE>
<CAPTION>
                                                     REDEMPTION PRICE FOR
                  REDEMPTION PRICE FOR             REDEMPTION OTHERWISE THAN
                   REDEMPTION THROUGH              THROUGH OPERATION OF THE
YEAR          OPERATION OF THE SINKING FUND              SINKING FUND
<S>           <C>                                  <C>

_____                  ___________                        ___________

_____                  ___________                        ___________

_____                  ___________                        ___________
</TABLE>

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

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

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

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

      [If applicable, insert-The Securities of this series are not redeemable
prior to Stated Maturity.]

      [If the Security is not an Original Issue Discount Security,-If an Event
of Default with respect to Securities of


                                       21
<PAGE>

this series shall occur and be continuing, the principal of the Securities of
this series may be declared due and payable in the manner and with the effect
provided in the Indenture.]

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

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company [If applicable, insert-and the Guarantors] and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any time
by the Company [If applicable, insert-and the Guarantors] and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
[If applicable, insert-and the Guarantors] with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

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

      [If a Global Security, insert-This Global Security or portion hereof may
not be exchanged for Definitive Securities of this series except in the limited
circumstances provided in the Indenture. The holders of beneficial interests in
this Global Security will not be entitled to receive physical delivery of
Definitive Securities except as described in the Indenture and will not be
considered the Holders thereof for any purpose under the Indenture.]

      [If a Definitive Security, insert-As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is
registerable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in [if
applicable, insert-any place where the principal of and any premium and interest
on this Security are payable] [if applicable, insert-The City of New York [, or,
subject to any laws or regulations applicable thereto and to the right of the
Company (limited as provided in the Indenture) to rescind the designation of any
such transfer agent, at the [main] offices of ______


                                       22
<PAGE>

in ______ or at such other offices or agencies as the Company may designate]],
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.]

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

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

      Prior to due presentment of this Security for registration of transfer,
the Company, [If applicable, insert-any Guarantor,] the Trustee and any agent of
the Company [If applicable, insert-, a Guarantor] or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and none of the Company, [If
applicable, insert-the Guarantors,] the Trustee nor any such agent shall be
affected by notice to the contrary.

      This Security is subordinated in right of payment to Senior Debt [If
applicable, insert-and the Guarantee is subordinated in right of payment to
Guarantor Senior Debt], to the extent and in the manner provided in the
Indenture.

      No recourse under or upon any obligation, covenant or agreement of or
contained in the Indenture or of or contained in any Security, [If applicable,
insert-, or the Guarantee endorsed thereon,] or for any claim based thereon or
otherwise in respect thereof, or in any Security [If applicable, insert-or in
the Guarantee], or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, shareholder, member, officer,
manager or director, as such, past, present or future, of the Company [If
applicable, insert-or any Guarantor] or of any successor Person, either directly
or through the Company [If applicable, insert-or any Guarantor] or any successor
Person, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment, penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released by
the acceptance hereof and as a condition of, and as part of the consideration
for, the Securities and the execution of the Indenture.

      The Indenture provides that the Company [If applicable, insert-and the
Guarantors] (a) will be discharged from any and all obligations in respect of
the Securities (except for certain obligations described in the Indenture), or
(b) need not comply with certain restrictive covenants of the Indenture, in each
case if the Company [If applicable, insert-or a Guarantor] deposits, in trust,
with the Trustee money or U.S. Government Obligations (or a combination thereof)
which


                                       23
<PAGE>

through the payment of interest thereon and principal thereof in accordance with
their terms will provide money, in an amount sufficient to pay all the principal
of and interest on the Securities, but such money need not be segregated from
other funds except to the extent required by law. Except as otherwise defined
herein, all terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

      [If a Definitive Security, insert as a separate page-

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________ (Please Print or Typewrite Name
and Address of Assignee) the within instrument of COMSTOCK RESOURCES, INC. and
does hereby irrevocably constitute and appoint ___________________ Attorney to
transfer said instrument on the books of the within-named Company, with full
power of substitution in the premises.

      Please Insert Social Security or Other Identifying Number of Assignee:

_______________________________     _____________________________

Dated:_________________________     _____________________________
                                             (Signature)

      NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.]

      [If a Security to which Article Fourteen has been made applicable, insert
the following Form of Notation on such Security relating to the Guarantee--

      Each of the Guarantors (which term includes any successor Person in such
capacity under the Indenture), has fully, unconditionally and absolutely
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, the due and punctual payment of the principal of,
and premium, if any, and interest on the Securities and all other amounts due
and payable under the Indenture and the Securities by the Company.

      The obligations of the Guarantors to the Holders of Securities and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article Fourteen of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Guarantee.

                                          Guarantors:

                                          [NAME OF EACH GUARANTOR]

                                          By:  __________________________

                                          Name:__________________________


                                       24
<PAGE>

      Section 2.4. Global Securities.

      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 TRANSFERRED TO, OR REGISTERED OR
      EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN
      THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE
      REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
      INDENTURE.

      EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER
      OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL
      SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

      If Securities of a series are issuable in whole or in part in the form of
one or more Global Securities, as specified as contemplated by Section 3.1,
then, notwithstanding clause (9) of Section 3.1 and the provisions of Section
3.2, any Global 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 or increased, as the case
may be, to reflect exchanges. Any endorsement of a Global Security to reflect
the amount, or any reduction or increase in the amount, of Outstanding
Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
a Company Order. Subject to the provisions of Sections 3.3, 3.4 and 3.5, the
Trustee shall deliver and redeliver any Global Security in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. Any instructions by the Company with respect to
endorsement or delivery or redelivery of a Global Security shall be in a Company
Order (which need not comply with Section 1.3 and need not be accompanied by an
Opinion of Counsel).

      The provisions of the last sentence of Section 3.3 shall apply to any
Security represented by a Global Security if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Global Security
together with a Company Order (which need not comply with Section 1.3 and need
not be accompanied by an Opinion of Counsel) with regard to the reduction or
increase, as the case may be, in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 3.3.


                                       25
<PAGE>

      Section 2.5. Form of Trustee's Certificate of Authentication.

      The Trustee's certificate(s) 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.

                                                THE BANK OF NEW YORK TRUST
                                                COMPANY, N.A., as Trustee

                                                By:___________________________
                                                    Authorized Officer

                                  ARTICLE III.

                                 THE SECURITIES

      Section 3.1. 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 set forth, or determined
in the manner provided, in an Officer's Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of any
series,

      (1) the title of the Securities of the series (which shall distinguish the
Securities of the series from all other Securities and which may be part of a
series of Securities previously issued);

      (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 Sections
3.4, 3.5, 3.6, 9.6 or 11.7 and except for any Securities which, pursuant to
Section 3.3, are deemed never to have been authenticated and delivered
hereunder);

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

      (4) the date or dates on which the principal of the Securities of the
series is payable or the method of determination thereof;


                                       26
<PAGE>

      (5) the rate or rates at which the Securities of the series shall bear
interest, if any, or the formula, method or provision pursuant to which such
rate or rates are determined, the date or dates from which such interest shall
accrue or the method of determination thereof, the Interest Payment Dates on
which such interest shall be payable and the Regular Record Date for the
interest payable on any Interest Payment Date;

      (6) the place or places where, subject to the provisions of Section 10.2,
the principal of and any premium and interest on Securities of the series shall
be payable, Securities of the series may be surrendered for registration of
transfer, Securities of the series may be surrendered for exchange and notices,
and demands to or upon the Company in respect of the Securities of the series
and this Indenture may be served;

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

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

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

      (10) whether payment of principal of and premium, if any, and interest, if
any, on the Securities of the series shall be without deduction for taxes,
assessments or governmental charges paid by Holders of the series;

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

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

      (13) if and as applicable, that the 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 Depositary or Depositaries for such Global Security or Global
Securities and any circumstances other than those set forth in Section 3.5 in
which any such Global Security may be transferred to, and registered and
exchanged for Securities registered in the name of, a Person other than the
Depositary for such Global Security or a nominee thereof and in which any such
transfer may be registered;


                                       27
<PAGE>

      (14) any deletions from, modifications of or additions to the Events of
Default set forth in Section 5.1 or the covenants of the Company set forth in
Article Ten with respect to the Securities of such series;

      (15) whether and under what circumstances the Company will pay additional
amounts on the Securities of the series held by a Person who is not a U.S.
person in respect of any tax, assessment or governmental charge withheld or
deducted and, if so, whether the Company will have the option to redeem the
Securities of the series rather than pay such additional amounts;

      (16) if the Securities of the series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Security of such
series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions;

      (17) if the Securities of the series are to be convertible into or
exchangeable for any other security or property of the Company, including,
without limitation, securities of another Person held by the Company or its
Affiliates and, if so, the terms thereof;

      (18) if other than as provided in Sections 13.2 and 13.3, the means of
defeasance or covenant defeasance as may be specified for the Securities of the
Series;

      (19) if other than the Trustee, the identity of the initial Security
Registrar and any initial Paying Agent;

      (20) whether the Securities of the series will be guaranteed pursuant to
the Guarantee, any modifications to the terms of Article Fourteen applicable to
the Securities of such series and the applicability of any other guarantees; and

      (21) any other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture).

      All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 3.3) set forth, or
determined in the manner provided, in the Officer's Certificate referred to
above or in any such indenture supplemental hereto.

      All Securities of any one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened, without the consent of the
Holders, for increases in the aggregate principal amount of such series of
Securities and issuances of additional Securities of such series or for the
establishment of additional terms with respect to the Securities of such series.

      If any of the terms of the series are established by action taken by or
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by an authorized officer or other authorized person on behalf
of the Company and, if applicable, the Guarantors


                                       28
<PAGE>

and delivered to the Trustee at or prior to the delivery of the Officer's
Certificate setting forth, or providing the manner for determining, the terms of
the series.

      With respect to Securities of a series subject to a Periodic Offering,
such Board Resolution or Officer's Certificate may provide general terms for
Securities of such series and provide either that the specific terms of
particular Securities of such series shall be specified in a Company Order or
that such terms shall be determined by the Company and, if applicable, the
Guarantors or one or more agents thereof designated in an Officer's Certificate,
in accordance with a Company Order.

      Section 3.2. Denominations.

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

      Section 3.3. Execution, Authentication, Delivery and Dating.

      The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Chief Executive Officer, its President, its Chief Financial
Officer or any of its Vice Presidents and need not be attested. The signature of
any of these officers on the Securities may be manual or facsimile. Any
Guarantee endorsed on the Securities shall be executed on behalf of the
applicable Guarantor by its Chairman of the Board, its Chief Executive Officer,
its President, its Chief Financial Officer or any of its Vice Presidents and
need not be attested.

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

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided,
however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the
receipt by the Trustee of oral or electronic instructions from the Company or
its duly authorized agents, thereafter promptly confirmed in writing) acceptable
to the Trustee as may be specified by or pursuant to a Company Order delivered
to the Trustee prior to the time of the first authentication of Securities of
such series. If the forms or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive such documents as it may reasonably
request.


                                       29
<PAGE>

The Trustee shall also be entitled to receive, and (subject to Section 6.1)
shall be fully protected in relying upon, an Opinion of Counsel stating,

      (a) if the form or forms of such Securities has been established in or
pursuant to a Board Resolution as permitted by Section 2.1, that each such form
has been established in conformity with the provisions of this Indenture;

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

      (c) that such Securities when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions and
assumptions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company and, if applicable, the Guarantors,
enforceable in accordance with their terms, subject to the following
limitations: (i) bankruptcy, insolvency, moratorium, reorganization,
liquidation, fraudulent conveyance or transfer and other similar laws of general
applicability relating to or affecting the enforcement of creditors' rights, or
to general equity principles, (ii) the availability of equitable remedies being
subject to the discretion of the court to which application therefor is made;
and (iii) such other usual and customary matters as shall be specified in such
Opinion of Counsel.

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

      Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of 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.

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

      Each Security shall be dated the date of its authentication.

      No Security, nor any Guarantee endorsed thereon, shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a


                                       30
<PAGE>

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

      Section 3.4. Temporary Securities.

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

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

      Section 3.5. Registration, Registration of Transfer and Exchange.

      The Company shall cause to be kept at the office or agency of the Company
in the Borough of Manhattan, the City of New York or in any other office or
agency of the Company in a Place of Payment required by Section 10.2 a register
(the register maintained in such office being herein sometimes referred to as
the "Security Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities. The Trustee is hereby appointed as the initial
"Security Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided and its corporate trust office, which, at the date
hereof, is located at 101 Barclay Street, New York, New York 10286, is the
initial office or agency in the Borough of Manhattan where the Securities
Register will be maintained. The Company may at any time replace such Security
Registrar, change such office or agency or act as its own Security Registrar.
The Company will


                                       31
<PAGE>

give prompt written notice to the Trustee of any change of the Security
Registrar or of the location of such office or agency.

      Upon surrender for registration of transfer of any Security of any series
at the office or agency maintained pursuant to Section 10.2 for such purpose,
the Company and, if applicable, the Guarantors shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities, with an endorsement of the Guarantee,
if applicable, executed by the Guarantors, of the same series and tenor, of any
authorized denominations and of a like aggregate principal amount.

      At the option of the Holder, Securities of any series (except a Global
Security) may be exchanged for other Securities of the same series and tenor, of
any authorized denominations and of a like 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 and, if applicable,
the Guarantors shall execute and the Trustee shall authenticate and deliver, the
Securities, with an endorsement of the Guarantee, if applicable, executed by the
Guarantors, which the Holder making the exchange is entitled to receive.

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

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

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

      The Company shall not be required (i) to issue, register the transfer of
or exchange Securities of any series during a period beginning at, the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 11.3 and ending
at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

      Notwithstanding any other provisions of this Indenture and except as
otherwise specified with respect to any particular series of Securities as
contemplated by Section 3.1, a Global Security representing all or a portion of
the Securities of a series may not be transferred, except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such


                                       32
<PAGE>

Depositary or any such nominee to a successor Depositary for such series or a
nominee of such successor Depositary. Every Security authenticated and delivered
upon registration of, transfer of, or in exchange for or in lieu of, a Global
Security shall be a Global Security except as provided in the two paragraphs
immediately following.

      If at any time the Depositary for any Securities of a series represented
by one or more Global Securities notifies the Company that it is unwilling or
unable to continue as Depositary for such Securities or if at any time the
Depositary for such Securities shall no longer be eligible to continue as
Depositary under Section 1.1 or ceases to be a clearing agency registered under
the Exchange Act, the Company shall appoint a successor Depositary with respect
to such Securities. If a successor Depositary for such Securities is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company's election pursuant to
Section 3.1 that such Securities be represented by one or more Global Securities
shall no longer be effective and the Company and, if applicable, the Guarantors
will execute and the Trustee, upon receipt of a Company Order for the
authentication and delivery of Definitive Securities of such series, will
authenticate and deliver, Securities, with an endorsement of the Guarantee, if
applicable, executed by the Guarantors, of such series in definitive registered
form without coupons, in any authorized denominations, in an aggregate principal
amount equal to the principal amount of the Global Security or Securities
representing such Securities in exchange for such Global Security or Securities
registered in the names of such Persons as the Depositary shall direct.

      The Company may at any time and in its sole discretion determine that the
Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such event
the Company and, if applicable, the Guarantors will execute and the Trustee,
upon receipt of a Company Order for the authentication and delivery of the
Definitive Securities of such series, will authenticate and deliver, Securities,
with an endorsement of the Guarantee, if applicable, executed by the Guarantors,
of such series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Global Security or Securities representing such Securities in exchange for
such Global Security or Securities registered in the names of such Persons as
the Depositary shall direct.

      If specified by the Company pursuant to Section 3.1 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
Securities of the same series and tenor in definitive registered form on such
terms as are acceptable to the Company and such Depositary. Thereupon, the
Company and, if applicable, the Guarantors shall execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of Securities in
definitive registered form, shall authenticate and deliver, without service
charge,

      (1) to the Person specified by such Depositary a new Security or
Securities, with an endorsement of the Guarantee, if applicable, executed by the
Guarantors, of the same series and tenor, of any authorized denominations as
requested by such Person, in an aggregate principal amount equal to and in
exchange for such Person's beneficial interest in the Global Security; and


                                       33
<PAGE>

      (2) to such Depositary a new Global Security, with an endorsement of the
Guarantee, if applicable, executed by the Guarantors, in a denomination equal to
the difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Securities authenticated and
delivered pursuant to clause (1) above.

      Every Person who takes or holds any beneficial interest in a Global
Security agrees that:

            (a) the Company, the Guarantors (if applicable) and the Trustee may
      deal with the Depositary as sole owner of the Global Security and as the
      authorized representative of such Person;

            (b) such Person's rights in the Global Security shall be exercised
      only through the Depositary and shall be limited to those established by
      law and agreement between such Person and the Depositary and/or direct and
      indirect participants of the Depositary;

            (c) the Depositary and its participants make book-entry transfers of
      beneficial ownership among, and receive and transmit distributions of
      principal and interest on the Global Securities to, such Persons in
      accordance with their own procedures; and

            (d) none of the Company, the Guarantors (if applicable), the
      Trustee, nor any agent of any of them will have any responsibility or
      liability for any aspect of the records relating to or payments made on
      account of beneficial ownership interests of a Global Security or for
      maintaining, supervising or reviewing any records relating to such
      beneficial ownership interests.

      Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

      If any mutilated Security is surrendered to the Trustee, together with, in
proper cases, such security or indemnity as may be required by the Company, the
Guarantors (if applicable) or the Trustee to save each of them and any agent of
any of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security, with an
endorsement of the Guarantee, if applicable, executed by the Guarantors, 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, the Guarantors (if applicable)
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 and, if applicable, the
Guarantors shall execute and upon its request the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security,
with an endorsement of the Guarantee, if applicable, executed by the Guarantors,
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.


                                       34
<PAGE>

      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 and, if applicable, the
Guarantors, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
that series duly issued hereunder.

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

      Section 3.7. Payment of Interest; Interest Rights Preserved.

      Except as otherwise provided as contemplated by Section 3.1 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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

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


                                       35
<PAGE>

proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid,
to each Holder of Securities of such series at his address as it appears in the
Security Register, not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause (2).

      (2) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange, if, after notice given
by the Company to the Trustee of the proposed payment pursuant to this clause,
such manner of payment shall be deemed practicable by the Trustee. Subject to
the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

      Section 3.8. Persons Deemed Owners.

      Except as otherwise provided as contemplated by Section 3.1 with respect
to any series of Securities, prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and, if applicable, the
Guarantors and any agent thereof 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 Sections 3.5
and 3.7) any interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and none of the Company, the Trustee
nor, if applicable, the Guarantors nor any agent of any of them shall be
affected by notice to the contrary.

      No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Company, the
Trustee, and, if applicable, the Guarantors and any agent of thereof as the
owner of such Global Security for all purposes whatsoever.

      Section 3.9. 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 canceled 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
canceled by the Trustee. No Securities shall be


                                       36
<PAGE>

authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities held by the Trustee shall be disposed of in accordance with its
customary practices, and the Trustee shall thereafter deliver to the Company a
certificate with respect to such disposition.

      Section 3.10. Computation of Interest.

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

      Section 3.11. CUSIP or CINS Numbers.

      The Company in issuing the Securities may use "CUSIP" or "CINS" numbers
(if then generally in use, and in addition to the other identification numbers
printed on the Securities), and, if so, the Trustee shall use "CUSIP" or "CINS"
numbers in notices of redemption as a convenience to Holders; provided, however,
that any such notice may state that no representation is made as to the
correctness of such "CUSIP" or "CINS" 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 "CUSIP" or "CINS" numbers.

                                   ARTICLE IV.

                           SATISFACTION AND DISCHARGE

      Section 4.1. Satisfaction and Discharge of Indenture.

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

      (1) either

            (a) all such Securities theretofore authenticated and delivered
      (other than (i) such Securities which have been destroyed, lost or stolen
      and which have been replaced or paid as provided in Section 3.6, and (ii)
      such 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 1.3)
      have been delivered to the Trustee for cancellation; or

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

                  (1) have become due and payable, or


                                       37
<PAGE>

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

                  (3) are to be called for redemption within one year under
                  arrangements satisfactory to the Trustee for the giving of
                  notice of redemption by the Trustee in the name, and at the
                  expense, of the Company, and the Company, in the case of (1),
                  (2) or (3) above, has deposited or caused to be deposited with
                  the Trustee as trust funds in trust for such purpose an amount
                  sufficient to pay and discharge the entire indebtedness on
                  such Securities not theretofore delivered to the Trustee for
                  cancellation, for principal (and premium, if any) 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 with respect to such Securities; and

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

      Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Securities of any series, (x) the obligations of the Company to
the Trustee under Section 6.7, the obligations of the Trustee to any
Authenticating Agent under Section 6.14 and the right of the Trustee to resign
under Section 6.10 shall survive, and (y) if money shall have been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Company and the Trustee under Section 4.2, 6.6 and 10.2 and
the last paragraph of Section 10.3 shall survive.

      Section 4.2. Application of Trust Money.

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


                                       38
<PAGE>

                                   ARTICLE V.

                                    REMEDIES

      Section 5.1. Events of Default.

      "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be 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 (whether or not such payment is prohibited by the provisions
of Article Fifteen hereof); or

      (2) default in the payment of the principal of (or premium, if any, on)
any Security of that series at its Maturity (whether or not such payment is
prohibited by the provisions of Article Fifteen hereof); or

      (3) default in the performance, or breach, of any covenant set forth in
Article X in this Indenture (other than a covenant 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 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

      (4) default in the performance, or breach, of any covenant in this
Indenture (other than a covenant in Article X or any other covenant 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 180 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder; or

      (5) the Company pursuant to or within the meaning of any Bankruptcy Law
(a) commences a voluntary case, (b) consents to the entry of any order for
relief against it in an involuntary case, (c) consents to the appointment of a
Custodian of it or for all or substantially all of its property, or (d) makes a
general assignment for the benefit of its creditors; or


                                       39
<PAGE>

      (6) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that (a) is for relief against the Company in an involuntary
case, (b) appoints a Custodian of the Company or for all or substantially all of
its property, or (c) orders the liquidation of the Company; and the order or
decree remains unstayed and in effect for 90 consecutive days; or

      (7) default in the deposit of any sinking fund payment when due; or

      (8) any other Event of Default provided with respect to Securities of that
series in accordance with Section 3.1.

      Section 5.2. Acceleration of Maturity; Rescission and Annulment.

      If an Event of Default 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 a specified percentage in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all of the Securities of that series 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. Notwithstanding the foregoing, if an Event
of Default specified in clause (5) or (6) of Section 5.1 occurs, the Securities
of any series at the time Outstanding shall be due and payable immediately
without further action or notice.

      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 Five provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

      (1) the Company or, if applicable, one or more of the Guarantors 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


                                       40
<PAGE>

      (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 have
become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 5.13. No such rescission shall affect any subsequent
default or impair any right consequent thereon.

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

      The Company covenants that if:

      (1) default is made in the payment of any installment of interest on any
Security when such interest becomes due and payable and such default continues
for a period of 60 days (whether or not such payment is prohibited by the
provisions of Article Fifteen hereof), or

      (2) default is made in the payment of the principal of (or premium, if
any, on) any Security at the Maturity thereof (whether or not such payment is
prohibited by the provisions of Article Fifteen hereof), the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for
principal and any premium and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and any
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, if applicable, the Guarantors 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, if applicable, the
Guarantors 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 most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

      Section 5.4. Trustee May File Proofs of Claim.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or, if applicable, any Guarantor or
any other obligor upon the Securities, their property or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether


                                       41
<PAGE>

the Trustee shall have made any demand on the Company or, if applicable, the
Guarantors for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

            (i) to file and prove a claim for the whole amount of principal (and
      premium, if any) and interest 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

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

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

      Section 5.5. Trustee May Enforce Claims Without Possession of Securities.

      All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding 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 5.6. Application of Money Collected.

      Any money collected by the Trustee pursuant to this Article Five 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:


                                       42
<PAGE>

      FIRST: To the payment of all amounts due the Trustee under Section 6.7;

      SECOND: Subject to Article Fifteen, 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: The balance, if any, to the Company.

      Section 5.7. Limitation on Suits.

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

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

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

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

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

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

      Section 5.8. 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 3.5 and
3.7) interest on such Security on the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on the


                                       43
<PAGE>

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 5.9. Restoration of Rights and Remedies.

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

      Section 5.10. Rights and Remedies Cumulative.

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

      Section 5.11. Delay or Omission Not Waiver.

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

      Section 5.12. Control by Holders.

      The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series; provided, however, that:

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

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


                                       44
<PAGE>

      (3) subject to the provisions of Section 6.1, the Trustee shall have the
right to decline to follow any such direction if the Trustee in good faith shall
determine that the proceeding so directed would involve the Trustee in personal
liability.

      Section 5.13. 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:

      (1) a continuing default in the payment of the principal of or any premium
or interest on any Security of such series, or

      (2) a default 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 5.14. Undertaking for Costs.

      All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant, other
than the Trustee, in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but (1) the provisions of this Section 5.14 shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Security on or after
the Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

      Section 5.15. Waiver of Stay or Extension Laws.

      Each of the Company and the Guarantors 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 each of the
Company and the Guarantors (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


                                       45
<PAGE>

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 VI.

                                   THE TRUSTEE

      Section 6.1. Certain Duties and Responsibilities.

      (a) Except during the continuance of an Event of Default,

            (1) the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture and as are provided
      by the Trust Indenture Act, and, except for implied covenants or
      obligations under the Trust Indenture Act, no implied covenants or
      obligations shall be read into this Indenture against the Trustee; and

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

      (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

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

            (1) this Subsection shall not be construed to limit the effect of
      Subsection (a) of this Section;

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

            (3) the Trustee shall not be liable with respect to any action taken
      or omitted to be taken by it in good faith in accordance with the
      direction of the Holders of a majority in principal amount of the
      Outstanding Securities of any series, given pursuant to Section 5.12,
      relating to the time, method and place of conducting any proceeding for
      any remedy available to the Trustee, or exercising any trust or power
      conferred upon the Trustee, under this Indenture with respect to the
      Securities of such series; and


                                       46
<PAGE>

            (4) 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.

      (d) 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 6.2. Notice of Defaults.

      Within 90 days after the occurrence of any Default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such Default hereunder known to the Trustee, unless
such Default shall have been cured or waived; provided, however, that, except in
the case of a Default in the payment of the principal of or any premium or
interest on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series; and,
provided, further, that in the case of any Default of the character specified in
Section 5.1(3) with respect to Securities of such series, no such notice to
Holders shall be given until at least 90 days after the occurrence thereof and
that in the case of any Default of the character specified in Section 5.1(4)
with respect to Securities of such series, no such notice to Holders shall be
given until at least 180 days after the occurrence thereof.

      Section 6.3. Certain Rights of Trustee.

      Subject to the provisions of Section 6.1:

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

      (b) any request or direction of the Company or a Guarantor mentioned
herein shall be sufficiently evidenced by a Company Request or Company Order
(other than delivery of any Security to the Trustee for authentication and
delivery pursuant to Section 3.3, which shall be sufficiently evidenced as
provided therein) and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;


                                       47
<PAGE>

      (c) 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) shall be entitled to receive and may, in the
absence of bad faith on its part, rely upon an Officer's Certificate;

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

      (e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

      (f) 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;

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

      (h) the Trustee may request that the Company and, if applicable, the
Guarantors deliver an Officer's Certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officer's Certificate may be signed by
any person authorized to sign an Officer's Certificate, including any person
specified as so authorized in any such certificate previously delivered and not
superseded; and

      (i) the Trustee shall be entitled to the rights and protections afforded
to the Trustee pursuant to this Article Six in acting as a Paying Agent or
Security Registrar hereunder.

      Section 6.4. Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company
or, if applicable, the Guarantors, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness. Neither the Trustee nor any
Authenticating Agent makes any representations as to the validity or sufficiency
of this Indenture or of the Securities. The Trustee or any Authenticating Agent
shall


                                       48
<PAGE>

not be accountable for the use or application by the Company of Securities or
the proceeds thereof.

      Section 6.5. May Hold Securities.

      The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or, if applicable, any Guarantor, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act
and Sections 6.8, 6.9 and 6.13, may otherwise deal with the Company or, if
applicable, the Guarantors with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
agent.

      Section 6.6. 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 in writing with the Company or, if applicable, one or more of the
Guarantors.

      Section 6.7. 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 may be attributable to its negligence or bad faith; and

      (3) to indemnify each of the Trustee and its officers, directors, agents
and employees for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or willful misconduct on its part, arising
out of or in connection with the acceptance or administration of the trust or
trusts hereunder, including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.

      As security for the performance of the obligations of the Company under
this Section the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of (and premium, if any) or interest on
particular Securities.


                                       49
<PAGE>

      Without limiting any rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 5.1(5) or Section 5.1(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services of the Trustee are intended to constitute expenses
of administration under any applicable Bankruptcy Law.

      The provisions of this Section 6.7 shall survive the satisfaction and
discharge of this Indenture and the defeasance of the Securities.

      Section 6.8. Disqualification; Conflicting Interests.

      Reference is made to Section 310(b) of the Trust Indenture Act. There
shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture
Act this Indenture with respect to the Securities of more than one series.

      Section 6.9. Corporate Trustee Required; Eligibility.

      There shall at all times be a Trustee hereunder which shall 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 exercise corporate trust powers, having a combined capital and surplus
required by the Trust Indenture Act, subject to supervision or examination by
Federal or State authority. If such corporation 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 corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. The
Trustee shall not be an obligor upon the Securities or an Affiliate thereof. If
at any time the Trustee 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 Six.

      Section 6.10. Resignation and Removal; Appointment of Successor.

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

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

      (c) 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.


                                       50
<PAGE>

      (d) If at any time:

            (1) the Trustee shall fail to comply with Section 310(b) of the
      Trust Indenture Act after written request therefor by the Company or by
      any Holder who has been a bona fide Holder of a Security for at least six
      months, or

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

            (3) the Trustee shall become incapable of acting or shall be
      adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
      property shall be appointed or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation, then, in any such case, (i)
      the Company by a Board Resolution may remove the Trustee with respect to
      all Securities, or (ii) subject to Section 5.14, any Holder who has been a
      bona fide Holder of a Security for at least six months may, on behalf of
      himself and all others similarly situated, petition any court of competent
      jurisdiction for the removal of the Trustee with respect to all Securities
      and the appointment of a successor Trustee or Trustees.

      (e) 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 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

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


                                       51
<PAGE>

      Section 6.11. Acceptance of Appointment by Successor.

      (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company, the Guarantors (if applicable)
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, if applicable,
any Guarantor or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

      (b) 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
Guarantors (if applicable), 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, any Guarantor (if applicable) 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.

      (c) Upon request of any such successor Trustee, the Company and, if
applicable, the Guarantors 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 paragraph (a) or (b) of this Section,
as the case may be.


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<PAGE>

      (d) 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 and the Trust Indenture Act.

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

      Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to 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 Six,
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 6.13. Preferential Collection of Claims Against Company.

      Reference is made to Section 311 of the Trust Indenture Act. For purposes
of Section 311(b) of the Trust Indenture Act,

      (1) the term "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;

      (2) the term "self-liquidating paper" means any draft, bill of exchange,
acceptance or obligation which is made, drawn, negotiated or incurred by the
Company or, if applicable, any Guarantor 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
or, if applicable, such Guarantor arising from the making, drawing, negotiating
or incurring of the draft, bill of exchange, acceptance or obligation.

      Section 6.14. Appointment of Authenticating Agent.

      The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.6, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an

                                       53
<PAGE>

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 $100,000,000 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 all or substantially all of
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 and, if applicable, the Guarantors.
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
and, if applicable, the Guarantors. 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, if applicable, the Guarantors and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Security Register.
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.

      Except with respect to an Authenticating Agent appointed at the request of
the Company or, if applicable, the Guarantors, the Trustee agrees to pay to each
Authenticating Agent from time to time reasonable compensation for its services
under this Section 6.14, and the Trustee shall be entitled to be reimbursed by
the Company or, if applicable, the Guarantors for such payments, subject to the
provisions of Section 6.7.

      If an appointment with respect to one or more series is made pursuant to
this Section 6.14, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:


                                       54
<PAGE>

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

                                             THE BANK OF NEW YORK TRUST
                                             COMPANY, N.A., As Trustee

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

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

                                  ARTICLE VII.

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

      (a) semi-annually, not more than 15 days after each Regular Record Date
for a series of Securities, a list for such series of Securities, in such form
as the Trustee may reasonably require, of the names and addresses of the Holders
of Securities of such series as of such Regular Record Date, and

      (b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished; provided, however, that if and so long as the Trustee shall be the
Security Registrar, no such list need be furnished with respect to such series
of Securities.

      Section 7.2. Preservation of Information; Communications to Holders.

      (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

      (b) If three or more Holders (herein referred to as "applicants") apply in
writing to the Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders with respect to


                                       55
<PAGE>

their rights under this Indenture or under the Securities and is accompanied by
a copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall, within five business days after the receipt
of such application, at its election, either

            (i) afford such applicants access to the information preserved at
      the time by the Trustee in accordance with Section 7.2(a), or

            (ii) inform such applicants as to the approximate number of Holders
      whose names and addresses appear in the information preserved at the time
      by the Trustee in accordance with Section 7.2(a) , and as to the
      approximate cost of mailing to such Holders the form of proxy or other
      communication, if any, specified in such application. If the Trustee shall
      elect not to afford such applicants access to such information, the
      Trustee shall, upon the written request of such applicants, mail to each
      Holder whose name and address appear in the information preserved at the
      time by the Trustee in accordance with Section 7.2(a) a copy of the form
      of proxy or other communication which is specified in such request, with
      reasonable promptness after a tender to the Trustee of the material to be
      mailed and of payment, or provision for the payment, of the reasonable
      expenses of mailing, unless within five days after such tender the Trustee
      shall mail to such applicants and file with the Commission, together with
      a copy of the material to be mailed, a written statement to the effect
      that, in the opinion of the Trustee, such mailing would be contrary to the
      best interest of the Holders or would be in violation of applicable law.
      Such written statement shall specify the basis of such opinion. If the
      Commission, after opportunity for a hearing upon the objections specified
      in the written statement so filed, shall enter an order refusing to
      sustain any of such objections or if, after the entry of an order
      sustaining one or more of such objections, the Commission shall find,
      after notice and opportunity for hearing, that all the objections so
      sustained have been met and shall enter an order so declaring, the Trustee
      shall mail copies of such material to all such Holders with reasonable
      promptness after the entry of such order and the renewal of such tender;
      otherwise the Trustee shall be relieved of any obligation or duty to such
      applicants respecting their application.

      (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company, the Guarantors (if applicable) and the Trustee that none of
the Company, the Guarantors (if applicable) nor the Trustee nor any agent of any
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 7.2(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 7.2(b).

      Section 7.3. Reports by Trustee.

      Any Trustee's report required pursuant to Section 313(a) of the Trust
Indenture Act shall be dated as of May 15, and shall be transmitted within 60
days after May 15 of each year (but in all events at intervals of not more than
12 months), commencing with the year 2004, by mail to all Holders, as their
names and addresses appear in the Security Register. A copy of each such report
shall, at the time of such transmission to Holders, be filed by the Trustee with
each stock


                                       56
<PAGE>

exchange upon which any Securities are listed, with the Commission and with the
Company. The Company will notify the Trustee when any Securities are listed on
any stock exchange.

      Section 7.4. Reports by Company.

      The Company shall:

      (a) file with the Trustee, within 15 days after the Company is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company
is not required to file information, documents or reports pursuant to either of
said Sections, then it shall file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Exchange Act in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations;

      (b) file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations; and

      (c) transmit by mail to all Holders, as their names and addresses appear
in the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to clauses (a) and (b) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.

                                  ARTICLE VIII.

                  CONSOLIDATION, AMALGAMATION, MERGER AND SALE

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

      The Company shall not consolidate or merge with or into any other Person
or sell, convey, transfer, lease or otherwise dispose of all or substantially
all of the properties and assets of the Company and, if applicable, the
Guarantors on a consolidated basis to any other Person unless:

      (1) the Person formed by such consolidation or merger (if other than the
Company) or the Person which acquires by sale, conveyance, transfer or other
disposition, or which leases, such properties and assets shall be a corporation
and shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee,


                                       57
<PAGE>

the due and punctual payment of the principal of and any premium and interest on
all the Securities and the performance or observance of every other covenant of
this Indenture on the part of the Company to be performed or observed and shall
have expressly provided for conversion rights in respect of any series of
Outstanding Securities with conversion rights;

      (2) immediately after giving effect to 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 occurred and be continuing; and

      (3) the Company has delivered to the Trustee an Officer's Certificate and
an Opinion of Counsel, each stating that such consolidation, amalgamation,
merger, conveyance, sale, transfer or lease and such supplemental indenture, if
any, comply with this Article Eight and that all conditions precedent herein
provided for relating to such transaction have been complied with.

      Section 8.2. Successor Substituted.

      Upon any consolidation or merger of the Company with or into any other
Person or any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the properties and assets of the Company and, if
applicable, the Guarantors on a consolidated basis in accordance with Section
8.1, the successor or resulting Person formed by or resulting upon such
consolidation or merger (if other than the Company) or to which such sale,
conveyance, transfer, lease or other disposition 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 Company and each of the Guarantors shall be relieved of all
obligations and covenants under this Indenture and the Securities.

                                   ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

      Section 9.1. Supplemental Indentures Without Consent of Holders.

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

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

      (2) to evidence the succession of another Person to the Guarantor and the
assumption by any such successor of the Guarantee of the Guarantor herein and,
to the extent applicable, endorsed upon any Securities; or


                                       58
<PAGE>

      (3) to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions as the Company shall consider to be
appropriate for the benefit of the Holders of all or any series of Securities
(and if such covenants, restrictions, conditions or provisions 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 and to make the occurrence,
or the occurrence and continuance, of a Default in any such additional
covenants, restrictions, conditions or provisions an Event of Default permitting
the enforcement of all or any of the several remedies provided in this Indenture
as herein set forth; provided, that in respect of any such additional covenant,
restriction, condition or provision such supplemental indenture may provide for
a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the remedies
available to the Trustee upon such an Event of Default or may limit the right of
the Holders of a majority in aggregate principal amount of the Securities of
such series to waive such an Event of Default; or

      (4) to add any additional Defaults or Events of Default in respect of all
or any series of Securities; or

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

      (6) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit of such provision;
or

      (7) to secure the Securities of any series; or

      (8) to establish the form or terms of Securities of any series as
permitted by Sections 2.1 and 3.1, including to reopen any series of any
Securities as permitted under Section 3.1; or

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

      (10) to cure any ambiguity, to correct or supplement any provision herein
which may be inconsistent with any other provision herein, to comply with any
applicable mandatory provision of law or to make any other provisions with
respect to matters or questions arising under this Indenture which shall not
adversely affect the interests of the Holders of Securities of any series in any
material respect; or


                                       59
<PAGE>

      (11) to modify, eliminate or add to the provisions of this Indenture to
such extent as shall be necessary to effect the qualification of this Indenture
under the Trust Indenture Act or under any similar federal statute subsequently
enacted, and to add to this Indenture such other provisions as may be expressly
required under the Trust Indenture Act.

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

      Section 9.2. 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 all series affected by such
supplemental indenture, by Act of said Holders delivered to the Company, the
Guarantors and the Trustee, the Company, when authorized by a Board Resolution,
the Guarantor and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,

      (1) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2, or change any
Place of Payment where, or the coin or currency in which, any Security or any
premium or the 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) modify any of the provisions of this Section 9.2, Section 5.13 or
Section 10.6, 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 (3) 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, or the deletion of this proviso, in
accordance with the requirements of Sections 6.11(b) and 9.1(9).


                                       60
<PAGE>

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

      It shall not be necessary for any Act of Holders under this Section 9.2 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

      Section 9.3. Execution of Supplemental Indentures.

      In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

      Section 9.4. Effect of Supplemental Indentures.

      Upon the execution of any supplemental indenture under this Article Nine,
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 9.5. Conformity with Trust Indenture Act.

      Every supplemental indenture executed pursuant to this Article Nine shall
conform to the requirements of the Trust Indenture Act as then in effect.

      Section 9.6. Reference in Securities to Supplemental Indentures.

      Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article Nine 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.


                                       61
<PAGE>

                                   ARTICLE X.

                                    COVENANTS

      Section 10.1. Payment of Principal, Premium and Interest.

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

      Section 10.2. Maintenance of Office or Agency.

      The Company will maintain 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 such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee.

      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. 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.

      Except as otherwise specified with respect to a series of Securities as
contemplated by Section 301, the Company hereby initially designates as the
Place of Payment for each series of Securities The City and State of New York,
and initially appoints the Trustee at its Corporate Trust Office as the
Company's office or agency for each such purpose in such city.

      Section 10.3. 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 and any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

      Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, prior to each due date of the principal of and 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


                                       62
<PAGE>

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. For purposes of this Section 10.3, should a due date for
principal of and any premium or interest on, or sinking fund payment with
respect to any series of Securities not be on a Business Day, such payment shall
be due on the next Business Day without any interest for the period from the due
date until such Business Day.

      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) hold all sums held by it for the payment of the principal of and any
premium or interest on Securities of that series in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

      (2) give the Trustee notice of any Default by the Company (or any other
obligor upon the Securities of that series) in the making of any payment of
principal and any premium or interest on the Securities of that series; and

      (3) at any time during the continuance of any such Default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent. The Company and, if applicable, the Guarantors 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.

      Subject to any applicable escheat or abandoned property laws, 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 and any premium or interest on any
Security of any series and remaining unclaimed for one year 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 a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


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<PAGE>

      Section 10.4. Existence.

      Subject to Article Eight, the Company and, if any Securities of a series
to which Article Fourteen has been made applicable are Outstanding, each
Guarantor 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 and, if applicable, each
Guarantor 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 or such Guarantor, as
the case may be.

      Section 10.5. Statement by Officers as to Default.

      Annually, within 150 days after the close of each fiscal year beginning
with the first fiscal year during which one or more series of Securities are
Outstanding, the Company and, if any Securities of a series to which Article
Fourteen has been made applicable are Outstanding, each Guarantor will deliver
to the Trustee a brief certificate (which need not include the statements set
forth in Section 1.3) from the principal executive officer, principal financial
officer or principal accounting officer of the Company and, if applicable, such
Guarantor as to his or her knowledge of the Company's or such Guarantor's, as
the case may be, compliance (without regard to any period of grace or
requirement of notice provided herein) with all conditions and covenants under
the Indenture and, if the Company or such Guarantor, as the case may be, shall
be in Default, specifying all such Defaults and the nature and status thereof of
which such officer has knowledge.

      Section 10.6. Waiver of Certain Covenants.

      The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 10.4 with respect to the Securities
of any series if before the time for such compliance the Holders of at least a
majority in aggregate principal amount of the Outstanding Securities of all
affected series (voting as one class) 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.

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

      Section 10.7. Additional Amounts.

      If the Securities of a series provide for the payment of additional
amounts (as provided in Section 3.1(15)), at least 10 days prior to the first
Interest Payment Date with respect to that


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<PAGE>

series of Securities and at least 10 days prior to each date of payment of
principal of, premium, if any, or interest on the Securities of that series if
there has been a change with respect to the matters set forth in the
below-mentioned Officer's Certificate, the Company shall furnish to the Trustee
and the principal Paying Agent, if other than the Trustee, an Officer's
Certificate instructing the Trustee and such Paying Agent whether such payment
of principal of, premium, if any, or interest on the Securities of that series
shall be made to holders of the Securities of that series without withholding or
deduction for or on account of any tax, assessment or other governmental charge
described in the Securities of that series. If any such withholding or deduction
shall be required, then such Officer's Certificate shall specify by country the
amount, if any, required to be withheld or deducted on such payments to such
holders and shall certify the fact that additional amounts will be payable and
the amounts so payable to each holder, and the Company shall pay to the Trustee
or such Paying Agent the additional amounts required to be paid 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 Officer's
Certificate furnished pursuant to this Section 10.7.

      Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of or any premium, interest or any other amounts on, or in
respect of, any Securities of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of additional amounts
(if applicable) in any provision hereof shall not be construed as excluding the
payment of additional amounts in those provisions hereof where such express
mention is not made.

                                   ARTICLE XI.

                            REDEMPTION OF SECURITIES

      Section 11.1. 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 3.1 for Securities of any series) in
accordance with this Article Eleven.

      Section 11.2. Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, at least 15 days
prior to the last date for the giving of notice of such redemption (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities (a) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (b) pursuant to an


                                       65
<PAGE>

election of the Company that is subject to a condition specified in the terms of
the Securities of the series to be redeemed, the Company shall furnish the
Trustee with an Officer's Certificate evidencing compliance with such
restriction or condition.

      Section 11.3. Selection by Trustee of Securities to Be Redeemed.

      If less than all the Securities of any series are to be redeemed (unless
all 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 45 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.

      The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed. If the Securities of
any series to be redeemed consist of Securities having different dates on which
the principal is payable or different rates of interest, or different methods by
which interest may be determined or have any other different tenor or terms,
then the Company may, by written notice to the Trustee, direct that the
Securities of such series to be redeemed shall be selected from among the groups
of such Securities having specified tenor or terms and the Trustee shall
thereafter select the particular Securities to be redeemed in the manner set
forth in the preceding paragraph from among the group of such Securities so
specified.

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

      Section 11.4. Notice of Redemption.

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

      All notices of redemption shall state:

      (1) the Redemption Date,

      (2) the Redemption Price, or if not then ascertainable, the manner of
calculation thereof,


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<PAGE>

      (3) if less than all the Outstanding Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities 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, and

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

      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.

      Section 11.5. 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 10.3) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

      Section 11.6. Securities Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that unless otherwise specified with
respect to Securities of any series as contemplated in Section 3.1, installments
of interest 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 3.7.

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


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<PAGE>

      Section 11.7. Securities Redeemed in Part.

      Any Security which is to be redeemed only in part shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or 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 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.

                                  ARTICLE XII.

                                  SINKING FUNDS

      Section 12.1. Applicability of Article.

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

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

      Section 12.2. Satisfaction of Sinking Fund Payments with Securities.

      The Company (a) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (b) 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 the Securities of such series required to be made pursuant to the terms of
such Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.


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<PAGE>

      Section 12.3. Redemption of Securities for Sinking Fund.

      Not less than 45 days prior to each sinking fund payment date for any
series of Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officer's Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, 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 of that series pursuant to
Section 12.2 and stating the basis for such credit and that such Securities have
not been previously so credited, and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 11.3 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.4. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.6 and 11.7.

                                  ARTICLE XIII.

                                   DEFEASANCE

      Section 13.1. Applicability of Article.

      The provisions of this Article shall be applicable to each series of
Securities except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

      Section 13.2. Legal Defeasance.

      In addition to discharge of the Indenture pursuant to Section 4.1, the
Company shall be deemed to have paid and discharged the entire indebtedness on
all the Securities of such a series on the 91st day after the date of the
deposit referred to in clause (1) below (and the Trustee, at the expense of the
Company, shall upon a Company Request execute proper instruments acknowledging
same), and the provisions of this Indenture with respect to the Securities of
such series shall no longer be in effect, except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of Outstanding Securities of such series to receive, solely from the
trust fund described in Section 13.4 and as more fully set forth in such
Section, payments in respect of the principal of and any premium and interest on
such Securities when such payments are due, (B) the Company's obligations with
respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the
rights, powers, trusts, duties, and immunities of the Trustee hereunder and (D)
this Article Thirteen, if the conditions set forth below are satisfied
(hereinafter, "defeasance"):

      (1) The Company has irrevocably deposited or caused to be deposited with
the Trustee (or another trustee satisfying the requirements of Section 6.9 who
shall agree to comply with the provisions of this Article Thirteen applicable to
it) as trust funds in trust for the purposes 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 (i) cash in an amount, or (ii) in
the case


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<PAGE>

of any series of Securities the payments on which may only be made in legal coin
or currency of the United States, U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment, cash in an amount, or (iii) a combination thereof, sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge (a) the principal of and any premium and interest on and each
installment of principal of and any premium and interest on the Outstanding
Securities of such series on the Stated Maturity of such principal or
installment of principal or interest, as the case may be, or on any Redemption
Date established pursuant to clause (3) below, and (b) any mandatory sinking
fund or analogous payments on the dates on which such payments are due and
payable in accordance with the terms of the Indenture and the Securities of such
series;

      (2) The Company has delivered to the Trustee an Opinion of Counsel based
on the fact that (a) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling, or (b) since the date hereof, there
has been a change in the applicable federal income tax law, in either case to
the effect that, and such opinion shall confirm that, the holders of the
Securities of such series will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and defeasance and will be
subject to federal income tax on the same amount and in the same manner and at
the same times, as would have been the case if such deposit and defeasance had
not occurred;

      (3) If the Securities are to be redeemed prior to Stated Maturity (other
than from mandatory sinking fund payments or analogous payments), notice of such
redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made;

      (4) No Default or Event of Default shall have occurred and be continuing
on the date of such deposit;

      (5) Such defeasance shall be effected in compliance with any additional
terms, conditions or limitations which may be imposed on the Company in
connection therewith pursuant to Section 3.1; and

      (6) The Company has delivered to the Trustee an Officer's Certificate and
an Opinion of Counsel, each stating that all conditions precedent provided for
relating to the defeasance contemplated by this provision have been complied
with.

      For this purpose, such defeasance means that the Company, the Guarantors
(if applicable) and any other obligor upon the Securities of such series shall
be deemed to have paid and discharged the entire debt represented by the
Securities of such series, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Section 13.4 and the rights and obligations referred to
in clauses (A) through (D), inclusive, of the first paragraph of this Section
13.2, 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.


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<PAGE>

      Notwithstanding the foregoing, if an Event of Default specified in
Subsection 5.1(5) or 5.1(6), or an event which with lapse of time would become
such an Event of Default, shall occur during the period ending on the 91st day
after the date of the deposit referred to in clause (1) or, if longer, ending on
the day following the expiration of the longest preference period applicable to
the Company in respect of such deposit, then, effective upon such occurrence,
the defeasance pursuant to this Section 13.2 and such deposit shall be rescinded
and annulled, and the Company, the Guarantors (if applicable), the Trustee and
the Holders of the Securities of such series shall be restored to their former
positions.

      Section 13.3. Covenant Defeasance.

      The Company, the Guarantors (if applicable) and any other obligor, if any,
shall be released from their respective obligations under Sections 7.4, 8.1 and
10.4 with respect to the Securities of any series on and after the date the
conditions set forth below are satisfied (hereinafter, "covenant defeasance"),
and the Securities of such series shall thereafter be deemed to be not
"Outstanding" for the purposes of any request, demand, authorization, direction,
notice, waiver, consent or declaration or other action or Act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed Outstanding for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to the Securities of
such series, 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,
whether directly or indirectly by reason of any reference elsewhere herein to
such Section or by reason of any reference in such Section to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 5.1, but, except as
specified above, the remainder of this Indenture and the Securities of such
series shall be unaffected thereby. The following shall be the conditions to
application of this Section 13.3;

      (1) The Company has irrevocably deposited or caused to be deposited with
the Trustee (or another trustee satisfying the requirements of Section 6.9 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 (i) cash in an amount, or (ii) in
the case of any series of Securities the payments on which may only be made in
legal coin or currency of the United States, U.S. Government Obligations which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment, cash in an amount, or (iii) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent public
accounts expressed in a written certification thereof delivered to the Trustee,
to pay and discharge (a) the principal of and any premium and interest on and
each installment of principal of and any premium and interest on the Outstanding
Securities of such series on the Stated Maturity of such principal or
installment of principal or interest, as the case may be, or on any Redemption
Date established pursuant to clause (2) below, and (b) any mandatory sinking
fund payments on the date on which such payments are due and payable in
accordance with the terms of the Indenture and the Securities of such series;


                                       71
<PAGE>

      (2) If the Securities are to be redeemed prior to Stated Maturity (other
than from mandatory sinking fund payments or analogous payments), notice of such
redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made;

      (3) No Event of Default, or an event which with notice or lapse of time or
both would become such an Event of Default, shall have occurred and be
continuing on the date of such deposit;

      (4) Such defeasance shall be effected in compliance with any additional
terms, conditions or limitations which may be imposed on the Company in
connection therewith pursuant to Section 3.1; and

      (5) The Company shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel stating that all conditions precedent
provided for relating to the covenant defeasance contemplated by this provision
have been complied with. Notwithstanding the foregoing, if an Event of Default
specified in Subsection 5.1(5) or 5.1(6), or an event which with lapse of time
would become such an Event of Default, shall occur during the period ending on
the 181st day after the date of the deposit referred to in clause (1) or, if
longer, ending on the day following the expiration of the longest preference
period applicable to the Company in respect of such deposit, then, effective
upon such occurrence, the defeasance pursuant to this Section 13.3 and such
deposit shall be rescinded and annulled, and the Company, the Guarantors (if
applicable), the Trustee and the Holders of the Securities of such series shall
be restored to their former positions.

      Section 13.4. Deposited Money and U.S. Government Obligations to be Held
in Trust.

      Subject to the provisions of the last paragraph of Section 10.3, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee - collectively, for purposes of this
Section 13.4, the "Trustee") pursuant to Section 13.2 or 13.3 in respect of the
Outstanding Securities of such 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), to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but 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 U.S. Government Obligations
deposited pursuant to Section 13.2 or 13.3 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 of such
series.


                                       72
<PAGE>

      Section 13.5. Repayment to Company; Qualifying Trustee.

      The Trustee and any Paying Agent promptly shall pay or return to the
Company upon Company Request any money and U.S. Government Obligations held by
them at any time that, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the same certification given at the time
of the deposit pursuant to Section 13.2 or 13.3, as applicable), are not
required for the payment of the principal of and any interest on the Securities
of any series for which money or U.S. Government Obligations have been deposited
pursuant to Section 13.2 or 13.3.

      The provisions of the last paragraph of Section 10.3 shall apply to any
money held by the Trustee or any Paying Agent under this Article Thirteen that
remains unclaimed for one year after the Maturity of any series of Securities
for which money or U.S. Government obligations have been deposited pursuant to
Section 13.2 or 13.3.

      Any trustee appointed pursuant to Section 13.2 or 13.3 for the purpose of
holding trust funds deposited pursuant to that Section shall be appointed under
an agreement in form acceptable to the Trustee and shall provide to the Trustee
a certificate of such trustee, upon which certificate the Trustee shall be
entitled to conclusively rely, that all conditions precedent provided for herein
to the related defeasance or covenant defeasance have been complied with. In no
event shall the Trustee be liable for any acts or omissions of said trustee.

                                  ARTICLE XIV.

                             GUARANTEE OF SECURITIES

      Section 14.1. Unconditional Guarantee.

      For value received, each of the Guarantors hereby fully, irrevocably,
unconditionally and absolutely guarantees to the Holders of Securities of each
series to which this Article Fourteen has been made applicable as provided in
Section 3.1(20) and to the Trustee the due and punctual payment of the principal
of, and premium, if any, and interest on such Securities, and all other amounts
due and payable under this Indenture and such Securities by the Company to the
Trustee or such Holders (including, without limitation, all costs and expenses
(including reasonable legal fees and disbursements) incurred by the Trustee or
such Holders in connection with the enforcement of this Indenture and the
Guarantee) (collectively, the "Indenture Obligations"), when and as such
principal, premium, if any, interest, if any, and other amounts shall become due
and payable, whether at the Stated Maturity, upon redemption or by declaration
of acceleration or otherwise, according to the terms of such Securities and this
Indenture. The guarantees by the Guarantors set forth in this Article Fourteen
are referred to herein as the "Guarantee." Without limiting the generality of
the foregoing, each Guarantor's liability shall extend to all amounts that
constitute part of the Indenture Obligations and would be owed by the Company to
the Trustee or such Holders under this Indenture and such Securities but for the
fact that they are unenforceable, reduced, limited, impaired, suspended or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company.


                                       73
<PAGE>

      Failing payment when due of any amount guaranteed pursuant to the
Guarantee, for whatever reason, each Guarantor will be obligated (to the fullest
extent permitted by applicable law) to pay the same immediately to the Trustee,
without set-off or counterclaim or other reduction whatsoever (whether for
taxes, withholding or otherwise). The Guarantee hereunder is intended to be a
general, unsecured, subordinated obligation of each Guarantor and will be
subordinated in right of payment to all Guarantor Senior Debt. Each Guarantor
hereby agrees that, to the fullest extent permitted by applicable law, its
obligations hereunder shall be full, irrevocable, unconditional and absolute,
irrespective of the validity, regularity or enforceability of such Securities,
the Guarantee or this Indenture, the absence of any action to enforce the same,
any waiver or consent by any such Holder with respect to any provisions hereof
or thereof, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby
agrees that in the event of a default in payment of the principal of, or
premium, if any, or interest on such Securities, or any other amounts payable
under this Indenture and such Securities by the Company to the Trustee or the
Holders thereof, whether at the Stated Maturity, upon redemption or by
declaration of acceleration or otherwise, legal proceedings may be instituted by
the Trustee on behalf of such Holders or, subject to Section 5.7 hereof, by such
Holders, on the terms and conditions set forth in this Indenture, directly
against such Guarantor to enforce the Guarantee without first proceeding against
the Company.

      To the fullest extent permitted by applicable law, the obligations of each
Guarantor under this Article Fourteen shall be as aforesaid full, irrevocable,
unconditional and absolute and shall not be impaired, modified, discharged,
released or limited by any occurrence or condition whatsoever, including,
without limitation, (i) any compromise, settlement, release, waiver, renewal,
extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of the Company or any Guarantor contained in any of
such Securities or this Indenture, (ii) any impairment, modification, release or
limitation of the liability of the Company, any Guarantor or any of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting from
the operation of any present or future provision of any applicable Bankruptcy
Law, as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by the Trustee or any such Holder of any rights or
remedies under any of such Securities or this Indenture or their delay in or
failure to assert or exercise any such rights or remedies, (iv) the assignment
or the purported assignment of any property as security for any of such
Securities, including all or any part of the rights of the Company or any
Guarantor under this Indenture, (v) the extension of the time for payment by the
Company or any Guarantor of any payments or other sums or any part thereof owing
or payable under any of the terms and provisions of any of such Securities or
this Indenture or of the time for performance by the Company or any Guarantor of
any other obligations under or arising out of any such terms and provisions or
the extension or the renewal of any thereof, (vi) the modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of the
Company or any Guarantor set forth in this Indenture, (vii) the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment, rehabilitation or
relief of, or other similar proceeding affecting, the Company or any Guarantor
or any of their respective assets, or the disaffirmance of any of such


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<PAGE>

Securities, the Guarantee or this Indenture in any such proceeding, (viii) the
release or discharge of the Company or any Guarantor from the performance or
observance of any agreement, covenant, term or condition contained in any of
such instruments by operation of law, (ix) the unenforceability of any of such
Securities, the Guarantee or this Indenture, (x) any change in the name,
business, capital structure, corporate existence, or ownership of the Company or
any Guarantor, or (xi) any other circumstance which might otherwise constitute a
defense available to, or a legal or equitable discharge of, a surety or any
Guarantor.

      To the fullest extent permitted by applicable law, each Guarantor hereby
(i) waives diligence, presentment, demand of payment, notice of acceptance,
filing of claims with a court in the event of the merger, insolvency or
bankruptcy of the Company or such Guarantor, and all demands and notices
whatsoever, (ii) acknowledges that any agreement, instrument or document
evidencing the Guarantee may be transferred and that the benefit of its
obligations hereunder shall extend to each holder of any agreement, instrument
or document evidencing the Guarantee without notice to them and (iii) covenants
that its Guarantee will not be discharged except by complete performance of the
Guarantee. To the fullest extent permitted by applicable law, each Guarantor
further agrees that if at any time all or any part of any payment theretofore
applied by any Person to any Guarantee is, or must be, rescinded or returned for
any reason whatsoever, including without limitation, the insolvency, bankruptcy
or reorganization of any Guarantor, such Guarantee shall, to the extent that
such payment is or must be rescinded or returned, be deemed to have continued in
existence notwithstanding such application, and the Guarantee shall continue to
be effective or be reinstated, as the case may be, as though such application
had not been made.

      Each Guarantor shall be subrogated to all rights of the Holders and the
Trustee against the Company in respect of any amounts paid by such Guarantor
pursuant to the provisions of this Indenture; provided, however, that such
Guarantor shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation with respect to any of such
Securities until all of such Securities and the Guarantee shall have been
indefeasibly paid in full or discharged.

      A director, officer, employee or stockholder, as such, of a Guarantor
shall not have any liability for any obligations of the Guarantor under this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.

      To the fullest extent permitted by applicable law, no failure to exercise
and no delay in exercising, on the part of the Trustee or the Holders, any
right, power, privilege or remedy under this Article Fourteen and the Guarantee
shall operate as a waiver thereof, nor shall any single or partial exercise of
any rights, power, privilege or remedy preclude any other or further exercise
thereof, or the exercise of any other rights, powers, privileges or remedies.
The rights and remedies herein provided for are cumulative and not exclusive of
any rights or remedies provided in law or equity. Nothing contained in this
Article Fourteen shall limit the right of the Trustee or the Holders to take any
action to accelerate the maturity of such Securities pursuant to Article Five or
to pursue any rights or remedies hereunder or under applicable law.


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<PAGE>

      Section 14.2. Execution and Delivery of Notation of Guarantee.

      To further evidence the Guarantee, each Guarantor hereby agrees that a
notation of such Guarantee may be endorsed on each Security of a series to which
this Article Fourteen has been made applicable authenticated and delivered by
the Trustee and executed by either manual or facsimile signature of an officer
of such Guarantor.

      Each Guarantor hereby agrees that its Guarantee of Securities of a series
to which this Article Fourteen has been made applicable shall remain in full
force and effect notwithstanding any failure to endorse on any such Security a
notation relating to the Guarantee thereof.

      If an officer of any Guarantor whose signature is on this Indenture or a
Security no longer holds that office at the time the Trustee authenticates such
Security or at any time thereafter, such Guarantor's Guarantee of such Security
shall be valid nevertheless.

      The delivery by the Trustee of any Security of a series to which this
Article Fourteen has been made applicable, after the authentication thereof
under this Indenture, shall constitute due delivery of the Guarantee set forth
in this Indenture on behalf of each Guarantor.

      Section 14.3. Reports by Guarantor.

      In addition to the certificates delivered to the Trustee pursuant to
Section 10.5, each Guarantor shall file with the Trustee and the Commission, and
transmit to Holders of Outstanding Securities of each series to which this
Article Fourteen has been made applicable, 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 thereto; provided
that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, shall be filed with the Trustee within 15 days after the same
is so required to be filed with the Commission.

      Section 14.4. Subordination of Guarantees.

      The obligations of each Guarantor under the Guarantee pursuant to this
Article Fourteen shall be junior and subordinated to the prior payment in full
in cash of all Guarantor Senior Debt (including interest after the commencement
of any proceeding of the type described in Section 14.1 with respect to such
Guarantor at the rate specified in the applicable Guarantor Senior Debt, whether
or not such interest would be an allowed claim in such proceeding) of such
Guarantor, in each case on the same basis as the Securities are junior and
subordinated to Senior Debt, as set forth in Article Fifteen mutatis mutandis.
For the purposes of the foregoing sentence, the Trustee and the Holders shall
have the right to receive and/or retain payments by a Guarantor only at such
times as they may receive and/or retain payments and distributions in respect of
the Securities pursuant to this Indenture, including Article Fifteen hereof.


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<PAGE>

                                   ARTICLE XV.

                           SUBORDINATION OF SECURITIES

      Section 15.1. Securities Subordinated to Senior Debt.

      (1) The Company, for itself, its successors and assigns, covenants and
agrees, and each Holder of Securities, by his acceptance thereof, likewise
covenants and agrees, that the payment of the principal of and premium, if any,
and interest on each and all of the Securities is hereby expressly subordinated,
to the extent and in the manner hereinafter set forth, in right of payment to
the prior payment in full of all Senior Debt of the Company.

      (2) If (A) the Company shall default in the payment of any principal of,
premium, if any, or interest, if any, on any Senior Debt of the Company when the
same becomes due and payable, whether at maturity or at a date fixed for
prepayment or by declaration of acceleration or otherwise, or (B) any other
default shall occur with respect to Senior Debt of the Company and the maturity
of such Senior Debt has been accelerated in accordance with its terms, then,
upon written notice of such default to the Company and the Trustee by the
holders of Senior Debt of the Company or any trustee therefor, unless and until,
in either case, the default has been cured or waived or has ceased to exist, or,
any such acceleration has been rescinded or such Senior Debt has been paid in
full, no direct or indirect payment (in cash, property, securities, by set-off
or otherwise) shall be made or agreed to be made on account of the principal of,
premium, if any, or interest, if any, on any of the Securities, or in respect of
any redemption, retirement, purchase or other acquisition of any of the
Securities other than those made in capital stock of the Company (or cash in
lieu of fractional shares thereof).

      (3) If any default occurs (other than a default described in paragraph (2)
of this Section 15.1) under the Senior Debt of the Company, pursuant to which
the maturity thereof may be accelerated immediately without further notice
(except such notice as may be required to effect such acceleration) or at the
expiration of any applicable grace periods (a "Senior Nonmonetary Default"),
then, upon the receipt by the Company and the Trustee of written notice thereof
(a "Payment Blockage Notice") from or on behalf of holders of such Senior Debt
of the Company specifying an election to prohibit such payment and other action
by the Company in accordance with the following provisions of this paragraph
(3), the Company may not make any payment or take any other action that would be
prohibited by paragraph (2) of this Section 15.1 during the period (the "Payment
Blockage Period") commencing on the date of receipt of such Payment Blockage
Notice and ending on the earlier of (A) the date, if any, on which the holders
of such Senior Debt or their representative notifies the Trustee that such
Senior Nonmonetary Default is cured or waived or ceases to exist or the Senior
Debt to which such Senior Nonmonetary Default relates is discharged or (B) the
179th day after the date of receipt of such Payment Blockage Notice.
Notwithstanding the provisions described in the immediately preceding sentence,
the Company may resume payments on the Securities following such Payment
Blockage Period.


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<PAGE>

      Section 15.2. Distribution on Dissolution, Liquidation and Reorganization;
                    Subrogation of Securities.

      Upon any distribution of assets of the Company upon any dissolution,
winding up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for
the benefit of creditors or any other marshalling of the assets and liabilities
of the Company or otherwise (subject to the power of a court of competent
jurisdiction to make other equitable provision reflecting the rights conferred
in this Indenture upon the Senior Debt of the Company and the holders thereof
with respect to the Securities and the Holders thereof by a lawful plan or
reorganization under applicable bankruptcy law),

      (1) the holders of all Senior Debt of the Company shall be entitled to
receive payment in full of the principal thereof, premium, if any, interest, and
any interest thereon, due thereon before the Holders of the Securities are
entitled to receive any payment upon the principal, premium, interest of or on
the Securities or interest on overdue amounts thereof;

      (2) any payment or distribution of assets of the Company, a Guarantor (if
applicable) or any other obligor upon the Securities of any kind or character,
whether in cash, property or securities, to which the Holders of the Securities
or the Trustee (on behalf of the Holders) would be entitled except for the
provisions of this Article Fifteen shall be paid by the liquidating trustee or
agent or other person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Debt of the Company or their representative or representatives
or to the trustee or trustees under any indenture under which any instruments
evidencing any of such Senior Debt may have been issued, ratably according to
the aggregate amounts remaining unpaid on account of the principal of, premium,
if any, interest, and any interest thereon, on the Senior Debt of the Company
held or represented by each, to the extent necessary to make payment in full of
all Senior Debt of the Company remaining unpaid, after giving effect to any
concurrent payment or distribution to the holders of such Senior Debt; and

      (3) in the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company, a Guarantor (if applicable) or any other
obligor upon the Securities of any kind or character, whether in cash, property
or securities, shall be received by the Trustee (on behalf of the Holders) or
the Holders of the Securities before all Senior Debt of the Company is paid in
full, such payment or distribution shall be paid over to the holders of such
Senior Debt or their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any of such
Senior Debt may have been issued, ratably as aforesaid, for application to the
payment of all Senior Debt remaining unpaid until all such Senior Debt shall
have been paid in full, after giving effect to any concurrent payment or
distribution to the holders of such Senior Debt.

      Subject to the payment in full of all Senior Debt of the Company, the
Holders of the Securities shall be subrogated to the rights of the holders of
such Senior Debt to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Debt of the Company until the
principal, premium, interest, and any interest thereon, of or on the


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Securities shall be paid in full and no such payments or distributions to the
Holders of the Securities of cash, property or securities otherwise
distributable to the Senior Debt of the Company shall, as between the Company,
its creditors other than the holders of Senior Debt of the Company, and the
Holders of the Securities, be deemed to be a payment by the Company to or on
account of the Securities. It is understood that the provisions of this Article
Fifteen are and are intended solely for the purpose of defining the relative
rights of the Holders of the Securities, on the one hand, and the holders of
Senior Debt of the Company, on the other hand. Nothing contained in this Article
Fifteen or elsewhere in this Indenture or in the Securities is intended to or
shall impair, as between the Company, its creditors other than the holders of
Senior Debt of the Company, and the Holders of the Securities, the obligation of
the Company, which is unconditional and absolute, to pay to the Holders of the
Securities the principal, premium, interest, and any interest thereon, of or on
the Securities as and when the same shall become due and payable in accordance
with their terms, or to affect the relative rights of the Holders of the
Securities and creditors of the Company other than the holders of Senior Debt of
the Company, nor shall anything herein or in the Securities prevent the Trustee
or the Holder of any Security from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture, subject to the rights, if
any, under this Article Fifteen of the holders of such Senior Debt in respect of
cash, property or securities of the Company received upon the exercise of any
such remedy. Upon any payment or distribution of assets of the Company referred
to in this Article Fifteen, the Trustee shall be entitled to conclusively rely
upon a certificate of the liquidating trustee or agent or other person making
any distribution to the Trustee for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of Senior Debt of the
Company and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon, and all other facts
pertinent thereto or to this Article Fifteen.

      The Trustee, however, shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt of the Company. The Trustee shall not be liable to any
such holder if it shall pay over or distribute to or on behalf of Holders of
Securities or the Company moneys or assets to which any holder of Senior Debt of
the Company shall be entitled by virtue of this Article Fifteen. The rights and
claims of the Trustee under Section 6.7 shall not be subject to the provisions
of this Article Fifteen.

      If the Trustee or any Holder of Securities does not file a proper claim or
proof of debt in the form required in any proceeding referred to above prior to
30 days before the expiration of the time to file such claim in such proceeding,
then the holder of any Senior Debt of the Company is hereby authorized, and has
the right, to file an appropriate claim or claims for or on behalf of such
Holder of Securities.

      Section 15.3. Payments on Securities Permitted.

      Nothing contained in this Indenture or in any of the Securities shall (1)
affect the obligation of the Company to make, or prevent the Company from
making, at any time except as provided in Sections 15.1 and 15.2, payments of
principal, premium, interest, and any interest thereon, of or on the Securities
or (2) prevent the application by the Trustee of any moneys deposited with it
hereunder to the payment of or on account of the principal, premium, interest or


                                       79
<PAGE>

other amounts, and any interest thereon, of or on the Securities unless the
Trustee shall have received at its Corporate Trust Office written notice of any
event prohibiting the making of such payment two Business Days (A) prior to the
date fixed for such payment, (B) prior to the execution of an instrument to
satisfy and discharge this Indenture based upon the deposit of funds under
Section 4.1(1)(b), (C) prior to the execution of an instrument acknowledging the
defeasance of such Securities pursuant to Section 13.2 or (D) prior to any
deposit pursuant to clause (1) of Section 13.3 with respect to such Securities.

      Section 15.4. Authorization of Holders of Securities to Trustee to Effect
Subordination.

      Each Holder of Securities by his acceptance thereof, whether upon original
issue or upon transfer or assignment, authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article Fifteen and appoints the Trustee his
attorney-in-fact for any and all such purposes.

      Section 15.5. Notices to Trustee.

      The Company shall give prompt written notice to a responsible officer of
the Trustee located at the Corporate Trust Office of the Trustee of any fact
known to the Company which would prevent the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article Fifteen or any other provisions of this Indenture, neither the Trustee
nor any Paying Agent (other than the Company) shall be charged with knowledge of
the existence of any Senior Debt of the Company or of any event which would
prohibit the making of any payment of moneys to or by the Trustee or such Paying
Agent, unless and until the Trustee or such Paying Agent shall have received (in
the case of the Trustee, at its Corporate Trust Office) written notice thereof
from the Company or from the holder of any Senior Debt of the Company or from
the trustee for or representative of any Senior Debt of the Company together
with proof satisfactory to the Trustee of such holding of such Senior Debt or of
the authority of such trustee or representative; provided, however, that if at
least two Business Days prior to the date upon which by the terms hereof any
such moneys may become payable for any purpose (including, without limitation,
the payment of the principal, premium, interest, of or on any Security, or any
interest thereon) or the date on which the Trustee shall execute an instrument
acknowledging satisfaction and discharge of this Indenture or the defeasance of
Securities pursuant to Section 13.2 or the date on which a deposit pursuant to
clause (1) of Section 13.3 is made, the Trustee shall not have received with
respect to such moneys or the moneys deposited with it as a condition to such
satisfaction and discharge or defeasance the notice provided for in this Section
15.5, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such moneys and to apply
the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary, which may be received by it on or after such two
Business Days prior to such date. The Trustee shall be entitled to conclusively
rely on the delivery to it of a written notice by a person representing himself
to be a holder of Senior Debt of the Company (or a trustee or representative on
behalf of such holder) to establish that such a notice has been given by a
holder of Senior Debt of the Company or a trustee or representative on behalf of
any such holder. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of Senior Debt of the Company to participate


                                       80
<PAGE>

in any payment or distribution pursuant to this Article Fifteen, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Debt of the Company held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article Fifteen and, if such evidence is not furnished, the Trustee may
defer any payment to such Person pending judicial determination as to the right
of such Person to receive such payment.

      Section 15.6. Trustee as Holder of Senior Debt.

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

      Section 15.7. Modification of Terms of Senior Debt.

      Any renewal or extension of the time of payment of any Senior Debt of the
Company or the exercise by the holders of Senior Debt of the Company of any of
their rights under any instrument creating or evidencing such Senior Debt,
including without limitation the waiver of default thereunder, may be made or
done all without notice to or assent from Holders of the Securities or the
Trustee.

      No compromise, alteration, amendment, modification, extension, renewal or
other change of, or waiver, consent or other action in respect of, any liability
or obligation under or in respect of, or of any of the terms, covenants or
conditions of any indenture or other instrument under which any Senior Debt of
the Company is outstanding or of such Senior Debt, whether or not such release
is in accordance with the provisions of any applicable document, shall in any
way alter or affect any of the provisions of this Article Fifteen or of the
Securities relating to the subordination thereof.

      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.

      [Remainder of Page Intentionally Left Blank; Signature Page Follows.]


                                       81
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                    COMSTOCK RESOURCES, INC.

                                    By: /s/ M. JAY ALLISON
                                        ------------------
                                    Name: M. Jay Allison
                                    Title: President and Chief Executive Officer

                                    COMSTOCK OIL & GAS, INC.

                                    By: /s/ M. JAY ALLISON
                                        ------------------
                                    Name: M. Jay Allison
                                    Title: President and Chief Executive Officer

                                    COMSTOCK OIL & GAS-LOUISIANA, LLC

                                    By: /s/ M. JAY ALLISON
                                        ------------------
                                    Name: M. Jay Allison
                                    Title: President and Chief Executive Officer

                                    COMSTOCK OFFSHORE, LLC

                                    By: /s/ M. JAY ALLISON
                                        ------------------
                                    Name: M. Jay Allison
                                    Title: President and Chief Executive Officer

                                    COMSTOCK OIL & GAS HOLDINGS, INC.

                                    By: /s/ M. JAY ALLISON
                                        ------------------
                                    Name: M. Jay Allison
                                    Title: President and Chief Executive Officer

                                    TRUSTEE:

                                    THE BANK OF NEW YORK TRUST COMPANY, N.A.

                                    By: /s/ PATRICK T. GIORDANO
                                        -----------------------
                                    Name: Patrick T. Giordano
                                    Title: Vice President