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                       PEGASUS COMMUNICATIONS CORPORATION


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

                                  SUBORDINATED
                                    INDENTURE

                          Dated as of ________________

 Providing for Issuance of Senior Subordinated and Subordinated Debt
                              Securities in Series
                              ---------------------





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

                            FIRST UNION NATIONAL BANK

                                   as Trustee

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


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<PAGE>

                                TABLE OF CONTENTS

ARTICLE 1.  DEFINITIONS AND INCORPORATION BY REFERENCE.........................1
    Section 1.01.  Definitions.................................................1
    Section 1.02.  Other Definitions...........................................6
    Section 1.03.  Incorporation by Reference of Trust Indenture Act...........6
    Section 1.04.  Rules of Construction.......................................7
ARTICLE 2.  THE SECURITIES.....................................................7
    Section 2.01.  Form and Dating.............................................7
    Section 2.02.  Amount Unlimited; Issuable in Series........................8
    Section 2.03.  Denominations..............................................12
    Section 2.04.  Execution and Authentication...............................12
    Section 2.05.  Registrar and Paying Agent.................................13
    Section 2.06.  Paying Agent to Hold Money in Trust........................13
    Section 2.07.  Holder Lists...............................................14
    Section 2.08.  Transfer and Exchange......................................14
    Section 2.09.  Replacement Securities.....................................20
    Section 2.10.  Outstanding Securities.....................................20
    Section 2.11.  Treasury Securities........................................20
    Section 2.12.  Temporary Securities.......................................21
    Section 2.13.  Cancellation...............................................21
    Section 2.14.  Defaulted Interest.........................................21
Article 3.  REDEMPTION AND PREPAYMENT.........................................21
    Section 3.01.  Selection of Securities to Be Redeemed.....................21
    Section 3.02.  Notice of Redemption.......................................22
    Section 3.03.  Effect of Notice of Redemption.............................23
    Section 3.04.  Deposit of Redemption or Purchase Price....................23
    Section 3.05.  Securities Redeemed or Purchased in Part...................23
    Section 3.06.  Mandatory Redemption.......................................23
Article 4.  COVENANTS.........................................................23
    Section 4.01.  Payment of Securities......................................23
    Section 4.02.  Maintenance of Office or Agency............................24
    Section 4.03.  Reports....................................................24
    Section 4.04.  Compliance Certificate.....................................25
    Section 4.05.  Continued Existence........................................25
    Section 4.06.  Waiver of Certain Covenants................................26
    Section 4.07.  Stay, Extension and Usury Laws.............................26
Article 5.  SUCCESSORS........................................................26
    Section 5.01.  Merger, Consolidation, or Sale of Assets...................26
    Section 5.02.  Successor Corporation Substituted..........................27
Article 6.  DEFAULTS AND REMEDIES.............................................27
    Section 6.01.  Events of Default..........................................27
    Section 6.02.  Acceleration...............................................29

                                      -i-

<PAGE>

    Section 6.03.  Other Remedies.............................................29
    Section 6.04.  Waiver of Past Defaults....................................29
    Section 6.05.  Control by Majority........................................30
    Section 6.06.  Limitation on Suits........................................30
    Section 6.07.  Rights of Holders of Securities to Receive Payment.........30
    Section 6.08.  Collection Suit by Trustee.................................31
    Section 6.09.  Trustee May File Proofs of Claim...........................31
    Section 6.10.  Priorities.................................................31
    Section 6.11.  Undertaking for Costs......................................32
Article 7.  TRUSTEE...........................................................32
    Section 7.01.  Duties of Trustee..........................................32
    Section 7.02.  Rights of Trustee..........................................33
    Section 7.03.  Individual Rights of Trustee...............................34
    Section 7.04.  Trustee's Disclaimer.......................................34
    Section 7.05.  Notice of Defaults.........................................34
    Section 7.06.  Reports by Trustee to Holders of the Securities............34
    Section 7.07.  Compensation and Indemnity.................................35
    Section 7.08.  Replacement of Trustee.....................................36
    Section 7.09.  Successor Trustee by Merger, etc...........................37
    Section 7.10.  Eligibility; Disqualification..............................37
    Section 7.11.  Preferential Collection of Claims Against Company..........37
Article 8.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE..........................37
    Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance...37
    Section 8.02.  Legal Defeasance and Discharge.............................37
    Section 8.03.  Covenant Defeasance........................................38
    Section 8.04.  Conditions to Legal or Covenant Defeasance.................38
    Section 8.05.  Deposited Money and Government Securities to be Held in
                   Trust; Other Miscellaneous Provisions......................40
    Section 8.06.  Repayment to Company.......................................40
    Section 8.07.  Reinstatement..............................................41
Article 9.  AMENDMENT, SUPPLEMENT AND WAIVER..................................41
    Section 9.01.  Without Consent of Holders of Securities...................41
    Section 9.02.  With Consent of Holders of Securities......................42
    Section 9.03.  Compliance with Trust Indenture Act........................43
    Section 9.04.  Revocation and Effect of Consents..........................43
    Section 9.05.  Notation on or Exchange of Securities......................44
    Section 9.06.  Trustee to Sign Amendments, etc............................44
Article 10. CONVERSION OR EXCHANGE OF SECURITIES..............................44
    Section 10.01. Applicability of Article...................................44
    Section 10.02. Exercise of Conversion or Exchange Privilege...............45
    Section 10.03. No Fractional Equity Securities............................46
    Section 10.04. Adjustment of Conversion or Exchange Price;
                   Consolidation or Merger....................................47
    Section 10.05. Notice of Certain Corporate Actions........................47

                                      -ii-

<PAGE>

    Section 10.06. Reservation of Equity Securities...........................48
    Section 10.07. Payment of Certain Taxes Upon Conversion or Exchange.......48
    Section 10.08. Duties of Trustee Regarding Conversion or Exchange.........48
    Section 10.09. Repayment of Certain Funds Upon Conversion or Exchange.....49
Article 11. SUBORDINATION OF SECURITIES.......................................49
    Section 11.01. Agreement to Subordinate...................................49
    Section 11.02. Certain Definitions........................................50
    Section 11.03. Liquidation; Dissolution; Bankruptcy.......................50
    Section 11.04. Default on Designated Senior Debt..........................50
    Section 11.05. Acceleration of Securities.................................51
    Section 11.06. When Distribution Must Be Paid Over........................51
    Section 11.07. Notice By Company..........................................52
    Section 11.08. Subrogation................................................52
    Section 11.09. Relative Rights............................................52
    Section 11.10. Subordination May Not Be Impaired By Company...............53
    Section 11.11. Distribution or Notice To Representative...................53
    Section 11.12. Rights of Trustee and Paying Agent.........................53
    Section 11.13. Authorization to Effect Subordination......................53
    Section 11.14. Amendments.................................................53
Article 12. MISCELLANEOUS.....................................................54
    Section 12.01. Trust Indenture Act Controls...............................54
    Section 12.02. Notices....................................................54
    Section 12.03. Communication by Holders of Securities with Other Holders
                   of Securities..............................................55
    Section 12.04. Certificate and Opinion as to Conditions Precedent.........56
    Section 12.05. Statements Required in Certificate or Opinion..............56
    Section 12.06. Rules by Trustee and Agents................................56
    Section 12.07. No Personal Liability of Directors, Officers, Employees
                   and Stockholders...........................................56
    Section 12.08. Governing Law..............................................57
    Section 12.09. No Adverse Interpretation of Other Agreements..............57
    Section 12.10. Successors.................................................57
    Section 12.11. Severability...............................................57
    Section 12.12. Counterpart Originals......................................57
    Section 12.13. Table of Contents, Headings, etc...........................57

                                     -iii-

<PAGE>

         INDENTURE dated as of __________________ between Pegasus Communications
Corporation, a Delaware corporation (the "Company"), and First Union National
Bank, a national banking association, as Trustee (the "Trustee").

         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, securities or other evidences of indebtedness
("Securities") to be issued in one or more series as herein provided.

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

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of the Securities:

                                   ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 DEFINITIONS.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided, however,
that beneficial ownership of 10% or more of the voting securities of a Person
shall be deemed to be control.

         "Agent" means any Registrar, Paying Agent or co-Registrar.

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

         "Bearer Security" means any Security issued hereunder which is payable
to bearer.

         "Board" or "Board of Directors" means the Board of Directors of the
Company or any authorized committee of the Board of Directors.

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

<PAGE>

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

         "Capital Lease Obligation" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

         "Class A Common Stock" means the Company's Class A Common Stock, par
value $.01 per share.

         "Closing Date" means the original date of issuance of the Securities.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Company" means Pegasus Communications Corporation, a Delaware
corporation and any and all successors thereto.

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Credit Facility" means the Company's principal bank credit facility as
identified in any supplemental indenture establishing a series of Securities,
including any amendment, supplement, modification, restatement, replacement,
refunding or refinancing.

         "Custodian" means the Trustee, as custodian with respect to the
Securities in global form, or any successor entity thereto.

         "Default" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.

         "Depositary" means, with respect to the Securities issuable or issued
in whole or in part in global form, the Person specified in Section 2.05 hereof
as the Depositary with respect to the Securities, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "GAAP" means generally accepted accounting principles 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 have been approved by a significant segment of the accounting
profession, which are in effect on the Closing Date.

                                      -2-

<PAGE>


         "Global Securities" means, individually and collectively, the
Securities issued in global form in accordance with Sections 2.01 and 2.08
hereof.

         "Global Security Legend" means the legend which is required to be
placed on all Global Securities issued under this Indenture.

         "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, co-borrowing
arrangements, letters of credit and reimbursement agreements in respect
thereof), of all or any part of any Indebtedness.

         "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates.

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

         "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, securities, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's acceptances
or representing any Capital Lease Obligations or the balance deferred and unpaid
of the purchase price of any property or representing any Hedging Obligations,
except any such balance that constitutes an accrued expense or trade payable, if
and to the extent any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet
of such Person prepared in accordance with GAAP, as well as all indebtedness of
others secured by a Lien on any asset of such Person (whether or not such
indebtedness is assumed by such Person) and, to the extent not otherwise
included, the guarantee by such Person of any indebtedness of any other Person.
The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date; provided that the amount
outstanding at any time of any Indebtedness issued with original issue discount
is the full amount of such Indebtedness less the remaining unamortized portion
of the original issue discount of such Indebtedness at such time as determined
in conformity with GAAP. The amount of any Indebtedness outstanding as of any
date shall be (i) the accreted value thereof, in the case of any Indebtedness
issued with original issue discount and (ii) the principal amount thereof,
together with any interest thereon that is more than 30 days past due, in the
case of any other Indebtedness.

         "Indenture" means this Subordinated Indenture as amended and restated
hereby or as amended, waived or supplemented from time to time and shall include
and incorporate by reference the forms and terms of particular series of
Securities established as contemplated hereunder.

                                      -3-

<PAGE>

         "Indirect Participant" means a Person who holds a beneficial interest
in a Global Security through a Participant.

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

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

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
this Indenture or the applicable Securities.

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary, any Assistant Secretary, any Vice-President or any Assistant Vice
President of such Person.

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel who is not
unsatisfactory to the Trustee, that meets the requirements of Section 12.05
hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

         "Participant" means, with respect to the Depositary, a Person who has
an account with the Depositary.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or agency or political subdivision thereof (including any subdivision
or ongoing business of any such entity or substantially all of the assets of any
such entity, subdivision or business).

         "Registered Security" means any Security issued hereunder and
registered as to principal and interest in the Register.

                                      -4-

<PAGE>

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of or within any series means the date specified for that
purpose as contemplated by Section 2.08.

         "Responsible Officer" when used with respect to the Trustee, means any
officer within the Corporate Trust Administration department of the Trustee (or
any successor group of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

         "SEC" means the Securities and Exchange Commission.

         "Securities" has the meaning assigned to it in the preamble to this
Indenture.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Senior Bank Debt" means the Indebtedness (including letters of credit)
outstanding under the Credit Facility as such agreement may be restated, further
amended, supplemented or oterwise modified or replaced from time to time
hereafter, together with any refunding or replacement of such Indebtedness.

         "Senior Debt" means any Indebtedness unless the instrument under which
such Indebtedness is incurred expressly provides that it is on a parity with or
subordinated in right of payment to the Securities. Notwithstanding anything to
the contrary in the foregoing, Senior Debt will not include (w) any liability
for federal, state, local or other taxes owed or owing by the Company, (x) any
Indebtedness of the Company to any of its Subsiodiaries of other Affiliates ,
(y) any trade payables or (z) any Indebtedness that is incurred in violation of
this Indenture.


         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

         "Stated Maturity" means, with respect to any interest or principal on
any series of Securities, the date on which such payment of interest or
principal was scheduled to be paid in the original documentation governing such
Indebtedness, and shall not include any contingent obligations to repay, redeem
or repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof.

         "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries (of such Person or a combination
thereof) and (ii) any partnership (a) the sole general partner or the managing
general partner of which is such a Person or a Subsidiary of such Person or (b)

                                      -5-

<PAGE>

the only general partners of which are such Person or one or more Subsidiaries
of such Person (or any combination thereof.)

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb as amended) as in effect on the date on which this Indenture is
qualified under the TIA.

         "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

Section 1.02 OTHER DEFINITIONS

                                                                      Defined in
Term                                                                  Section

"Authentication Order"...............................................  2.04
"Common Stock"....................................................... 10.01

"Covenant Defeasance"................................................  8.03
"custodian"..........................................................  6.01
"Equity Securities".................................................. 10.01
"Event of Default"...................................................  6.01
"Government Obligations".............................................  2.02
"incur"..............................................................  4.09
"Legal Defeasance"...................................................  8.02
"Notice of Default"..................................................  6.01
"outstanding"........................................................  8.02
"Paying Agent".......................................................  2.05
"Payment Default"....................................................  6.01

"Payment Blockage Notice"............................................ 11.04

"Preferred Stock".................................................... 10.01
"Purchase Date"......................................................  3.09
"Registrar"..........................................................  2.05

"trading day"........................................................ 10.03

Section 1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

         "indenture security Holder" means a Holder of a Security;

         "indenture to be qualified" means this Indenture;

                                      -6-

<PAGE>

         "indenture Trustee" or "institutional Trustee" means the Trustee;

         "obligor" on the Securities means the Company and any successor obligor
upon the Securities.

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

Section 1.04 RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

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

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

         (3) "or" is not exclusive;

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

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

         (6) references to sections of or rules under the Securities Act shall
be deemed to include substitute, replacement of successor sections or rules
adopted by the SEC from time to time.

                                   ARTICLE 2
                                 THE SECURITIES

Section 2.01 FORM AND DATING.

         (a) General. The Securities of each series and the interest coupons, if
any, to be attached thereto shall be in substantially such form as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any applicable securities exchange, organizational document,
governing instrument or law or as may, consistently herewith, be determined by
the officers executing such Securities and interest coupons, if any, as
evidenced by their execution of the Securities and interest coupons, if any. If
temporary Securities of any series are issued as permitted by Section 2.12, the
form thereof also shall be established as provided in the preceding sentence. If
the forms of Securities and interest coupons, if any, of any series are
established by, or by action taken pursuant to, a Board Resolution, a copy of
the Board Resolution together with an appropriate record of any such action
taken pursuant thereto, including a copy of the approved form of Securities or

                                      -7-

<PAGE>

interest coupons, if any, shall be delivered to the Trustee at or prior to the
delivery of the Authentication Order contemplated by Section 2.04 for the
authentication and delivery of such Securities. The Trustee's certificate of
authentication shall be in substantially the following form:

         This is one of the Securities of the series described in the
within-mentioned Indenture.


                                        _______________________________________,
                                        as Trustee

                                        By: ____________________________________
                                            Authorized Signatory

         (b) Global Securities. If Securities of or within a series are issuable
in whole or in part in global form, any such Security may provide that it shall
represent the aggregate or specified amount of outstanding Securities from time
to time endorsed thereon and may also provide that the aggregate amount of
outstanding Securities represented thereby may from time to time be reduced or
increased to reflect exchanges. Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, or changes in the
rights of Holders, of outstanding Securities represented thereby, shall be made
in such manner and by such Person or Persons as shall be specified therein or
upon the written order of the Company signed by an Officer to be delivered to
the Trustee pursuant to Section 2.04 or 2.12. Subject to the provisions of
Section 2.04, Section 2.12 if applicable, and Section 2.08, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the
applicable written order of the Company signed by an Officer. Any instructions
by the Company with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing.

         The provisions of the last paragraph of Section 2.04 shall apply to any
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with a written instructions with regard to the reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last paragraph of Section 2.04.

         Notwithstanding the provisions of this Section 2.01, unless otherwise
specified as contemplated by Section 2.02, payment of principal of, premium, if
any, and interest on any Registered Security in permanent global form shall be
made to the registered holder thereof.

Section 2.02. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

         (a) The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued from time to time in one or more series.

                                      -8-

<PAGE>

         (b) The following matters shall be established with respect to each
series of Securities issued hereunder (i) by a Board Resolution, (ii) by action
taken pursuant to a Board Resolution and (subject to Section 2.04) set forth, or
determined in the manner provided, in an Officers' Certificate or (iii) in one
or more indentures supplemental hereto:

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

             (2) any limit upon the aggregate principal amount of the Securities
of the series which may be authenticated and delivered under this Indenture
(which limit shall not pertain to Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 or any
Securities that, pursuant to Section 2.04, are deemed never to have been
authenticated and delivered hereunder);

             (3) the date or dates on which the principal of and premium, if
any, on the Securities of the series is payable or the method or methods of
determination thereof;

             (4) the rate or rates at which the Securities of the series shall
bear interest, if any, or the method or methods of calculating such rate or
rates of interest, the date or dates from which such interest shall accrue or
the method or methods by which such date or dates shall be determined, the
Interest Payment Dates on which any such interest shall be payable, the right,
if any, of the Company to defer or extend an Interest Payment Date and, with
respect to Registered Securities, the Regular Record Date, if any, for the
interest payable on any Registered Security on any Interest Payment Date, and
the basis upon which interest shall be calculated if other than that of a
360-day year of twelve 30-day months;

             (5) the place or places where the principal of, premium, if any,
and interest, if any, on Securities of the series shall be payable, any
Registered 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 and where notices to Holders pursuant to
Section 12.02 will be published;

             (6) the period or periods within which, the price or prices at
which, the currency or currencies (including currency unit or units) in which,
and the other terms and conditions upon which, Securities of the series may be
redeemed, in whole or in part, at the option of the Company and, if other than
as provided in Section 3.02, the manner in which the particular Securities of
such series (if less than all Securities of such series are to be redeemed) are
to be selected for redemption;

             (7) the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous provisions or
upon the happening of a specified event or at the option of a Holder thereof and
the period or periods within which, the price or prices at which, the currency
or currencies (including currency unit or units) in which, and the other terms

                                      -9-

<PAGE>

and conditions upon which, Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;

             (8) if other than denominations of $1,000 and any integral multiple
thereof, if Registered Securities, and if other than denominations of $5,000 and
any integral multiple thereof, if Bearer Securities, the denominations in which
Securities of the series shall be issuable;

             (9) if other than dollars, the currency or currencies (including
currency unit or units) in which the principal of, premium, if any, and
interest, if any, on the Securities of the series shall be payable, or in which
the Securities of the series shall be denominated, and the particular provisions
applicable;

             (10) if the payments of principal of, premium, if any, or interest,
if any, on the Securities of the series are to be made, at the election of the
Company or a Holder, in a currency or currencies (including currency unit or
units) other than that in which such Securities are denominated or designated to
be payable, the currency or currencies (including currency unit or units) in
which such payments are to be made, the terms and conditions of such payments
and the manner in which the exchange rate with respect to such payments shall be
determined, and the particular provisions applicable thereto;

             (11) if the amount of payments of principal of, premium, if any,
and interest, if any, on the Securities of the series shall be determined with
reference to an index, formula or other method (which index, formula or method
may be based, without limitation, on a currency or currencies (including
currency unit or units) other than that in which the Securities of the series
are denominated or designated to be payable), the index, formula or other method
by which such amounts shall be determined and any special voting or defeasance
provisions in connection therewith;

             (12) if other than the principal amount thereof, the portion of the
principal amount of such Securities of the series which shall be payable upon
declaration of acceleration thereof pursuant to Section 6.02 or the method by
which such portion shall be determined;

             (13) the Person to whom any interest on any Registered Security of
the series shall be payable and the manner in which, or the Person to whom, any
interest on any Bearer Securities of the series shall be payable;

             (14) provisions, if any, granting special rights to the Holders of
Securities of the series upon the occurrence of such events as may be specified;

             (15) any deletions from, modifications of or additions to the
Events of Default set forth in Section 6.01 or covenants of the Company set
forth in Article 4 pertaining to the Securities of the series;

             (16) under what circumstances, if any, and with what procedures and
documentation the Company will pay additional amounts on the Securities and
interest coupons, if any, of that series held by a Person who is not a U.S.
Person (including any modification of the definition of such term) in respect of
taxes, assessments or similar charges withheld or deducted and, if so, whether

                                      -10-

<PAGE>

the Company will have the option to redeem such Securities rather than pay such
additional amounts (and the terms of any such option);

             (17) whether Securities of the series shall be issuable as
Registered Securities or Bearer Securities (with or without interest coupons),
or both, and any restrictions applicable to the offering, sale, transfer or
delivery of Bearer Securities and, if other than as provided in Section 2.08,
the terms upon which Bearer Securities of a series may be exchanged for
Registered Securities of the same series and vice versa;

             (18) the date as of which any Bearer Securities of the series and
any temporary global Security representing outstanding securities of the series
shall be dated if other than the date of original issuance of the first Security
of the series to be issued;

             (19) the forms of the Securities and interest coupons, if any, of
the series;

             (20) the applicability, if any, to the Securities and interest
coupons, if any, of or within the series of Sections 8.02 and 8.03, or such
other means of defeasance or covenant defeasance as may be specified for the
Securities and interest coupons, if any, of such series, and whether, for the
purpose of such defeasance or covenant defeasance, the term "Government
Obligations" shall include obligations referred to in the definition of such
term which are not obligations of the United States or an agency or
instrumentality of the United States;

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

             (22) if the Securities of the series shall be issued in whole or in
part in global form, (i) the Depositary for such global Securities, (ii) whether
beneficial owners of interests in any Securities of the series in global form
may exchange such interests for certificated Securities of such series, to be
registered in the names of or to be held by such beneficial owners or their
nominees and to be of like tenor of any authorized form and denomination, and
(iii) if other than as provided in Section 2.08, the circumstances under which
any such exchange may occur;

             (23) the designation of the Depositary;

             (24) any restrictions on the registration, transfer or exchange of
the Securities;

             (25) if the Securities of the series may be issued or delivered
(whether upon original issuance or upon exchange of a temporary Security of such
series or otherwise), or any installment of principal or interest is payable,
only upon receipt of certain certificates or other documents or satisfaction of
other conditions in addition to those specified in this Indenture, the form and
terms of such certificates, documents or conditions;

             (26) the terms and conditions of any right to convert or exchange
Securities of the series into or for Equity Securities of the Company or other
securities or property of the Company;

                                      -11-

<PAGE>

             (27) whether the Securities are secured or unsecured, and if
secured, the Security and related terms in connection therewith;

             (28) the relative degree, if any, to which the Securities of the
series shall be senior to or be subordinated to other series of Securities in
right of payment, whether such other series of Securities are Outstanding or
not; and

             (29) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture) including any terms which
may be required by or advisable under United States laws or regulations or
advisable (as determined by the Company) in connection with the marketing of
Securities of the series.

         (c) All Securities of any one series and interest coupons, if any,
appertaining thereto shall be substantially identical except as to denomination
and except as may otherwise be provided (i) by a Board Resolution, (ii) by
action taken pursuant to a Board Resolution and (subject to Section 2.04) set
forth, or determined in the manner provided, in the related Officers'
Certificate or (iii) in an 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 issuances of
additional Securities of such series.

         (d) If any of the terms of the Securities of any series are established
by action taken pursuant to a Board Resolution, a copy of such Board Resolution
shall be delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth, or providing the manner for determining, the terms of
the Securities of such series, and an appropriate record of any action taken
pursuant thereto in connection with the issuance of any Securities of such
series shall be delivered to the Trustee prior to the authentication and
delivery thereof.

Section 2.03. DENOMINATIONS.

         Unless otherwise provided as contemplated by Section 2.02, any
Registered Securities of a series denominated in Dollars shall be issuable in
denominations of U.S. $1,000 and any integral multiple thereof and any Bearer
Securities of a series denominated in Dollars shall be issuable in the
denomination of U.S. $5,000 and any integral multiple thereof. Securities
denominated in a foreign currency shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture.

Section 2.04. EXECUTION AND AUTHENTICATION.

         An Officer shall sign the Securities for the Company by manual or
facsimile signature.

         If an Officer whose signature is on a Security no longer holds that
office at the time a Security is authenticated, the Security shall nevertheless
be valid.

         A Security shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.

                                      -12-

<PAGE>

         The Trustee shall, upon a written order of the Company signed by an
Officer (an "Authentication Order"), authenticate Securities for original issue
up to the aggregate principal amount.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

         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 2.13 together with a written statement stating that such
Security has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall not be entitled to the benefits of this Indenture.

Section 2.05. REGISTRAR AND PAYING AGENT.

         The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Securities may be presented for payment ("Paying Agent").
The Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent. The Company may change
any Paying Agent or Registrar without notice to any Holder. The Company shall
notify the Trustee in writing of the name and address of any Agent not a party
to this Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

         The Company initially appoints The Depository Trust Company to act as
Depositary with respect to the Global Securities.

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Securities.

Section 2.06. PAYING AGENT TO HOLD MONEY IN TRUST.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or interest on the Securities, and will notify the Trustee of
any default by the Company in making any such payment. While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent
(if other than the Company or a Subsidiary) shall have no further liability for
the money. If the Company or a Subsidiary acts as Paying Agent, it shall

                                      -13-

<PAGE>

segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Securities.

Section 2.07. HOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss.312(a). If the Trustee is not
the Registrar, the Company shall furnish to the Trustee at least seven Business
Days before each interest payment date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of the Holders of Securities
and the Company shall otherwise comply with TIA ss.312(a).

Section 2.08. TRANSFER AND EXCHANGE.

         (a) Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency maintained pursuant to Section
4.02 in a place of payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor and
containing identical terms and provisions.

         (b) Bearer Securities (except for any temporary global Bearer
Securities) or any interest coupons appertaining thereto (except for interest
coupons attached to any temporary global Bearer Security) shall be transferable
by delivery.

         (c) At the option of the Holder, Registered Securities of any series
(except a Registered Security in global form) may be exchanged for other
Registered Securities of the same series, of any authorized denominations, of a


                                      -14-

<PAGE>

like aggregate principal amount and tenor and containing identical terms and
provisions, upon surrender of the Registered Securities to be exchanged at such
office or agency. Whenever any Registered Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the exchange is
entitled to receive. Unless otherwise specified as contemplated by Section 2.02,
Bearer Securities may not be issued in exchange for Registered Securities.

         (d) Unless otherwise specified as contemplated by Section 2.02, at the
option of the Holder, Bearer Securities of such series may be exchanged for
Registered Securities (if the Securities of such series are issuable in
registered form) or Bearer Securities (if Bearer Securities of such series are
issuable in more than one denomination and such exchanges are permitted by such
series) of the same series, of any authorized denominations, of like aggregate
principal amount and tenor and containing identical terms and conditions, upon
surrender of the Bearer Securities to be exchanged at any such office or agency,
with all unmatured interest coupons and all matured interest coupons in default
thereto appertaining. If the Holder of a Bearer Security is unable to produce
any such unmatured interest coupon or coupons or matured interest coupon or
coupons in default, such exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company and the Trustee in an
amount equal to the face amount of such missing interest coupon or coupons, or
the surrender of such missing interest coupon or interest coupons may be waived
by the Company and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing interest coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that, except as otherwise provided in Section
4.02, interest represented by interest coupons shall be payable only upon
presentation and surrender of those interest coupons at an office or agency
located outside the United States. Notwithstanding the foregoing, in case any
Bearer Security of any series is surrendered at any such office or agency in
exchange for a Registered Security of the same series after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any special record date and before the opening of business at such
office or agency on the related date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the interest coupon relating to
such Interest Payment Date or proposed date of payment, as the case may be (or,
if such interest coupon is so surrendered with such Bearer Security, such
interest coupon shall be returned to the Person so surrendering the Bearer
Security), and interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such interest coupon, when
due in accordance with the provisions of this Indenture.

         (e) Notwithstanding anything herein to the contrary, the exchange of
Bearer Securities for Registered Securities shall be subject to applicable laws
and regulations in effect at the time of exchange. Neither the Company, the
Trustee nor the Registrar shall exchange any Bearer Securities for Registered
Securities if it has received an Opinion of Counsel that as a result of such
exchange the Company would suffer adverse consequences under the United States

                                      -15-

<PAGE>

Federal income tax laws and regulations then in effect and the Company has
delivered to the Trustee a written order of the Company signed by an Officer
directing the Trustee not to make such exchanges thereafter, unless and until
the Trustee receives a written order of the Company signed by an Officer to the
contrary. The Company shall deliver copies of such written order of the Company
signed by an Officer to the Registrar.

         (f) Notwithstanding any other provision of this Section, unless and
until it is exchanged in whole or in part for Securities in certificated form, a
Security in global form 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 Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

         (g) If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such series or if at any time the Depositary for the
Securities of such series shall no longer be eligible under Section 2.02, the
Company shall appoint a successor Depositary with respect to the Securities of
such series. If a successor Depositary for the Securities of such series is not
appointed by the Company prior to the resignation of the Depositary and, in any
event, within 90 days after the Company receives such notice or becomes aware of
such ineligibility, the Company's designation of the Depositary pursuant to
Section 2.02(b)(23) shall no longer be effective with respect to the Securities
of such series and the Company shall execute, and the Trustee, upon receipt of
an Authentication Order for the authentication and delivery of certificated
Securities of such series of like tenor, shall authenticate and deliver,
Securities of such series of like tenor in certificated form, in authorized
denominations and in an aggregate principal amount equal to the principal amount
of the Security or Securities of such series of like tenor in global form in
exchange for such Security or Securities in global form.

         (h) The Company may at any time in its sole discretion determine that
Securities issued in global form shall no longer be represented by such a
Security or Securities in global form. In such event the Company shall execute,
and the Trustee, upon receipt of an Authentication Order for the authentication
and delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

         (i) If specified by the Company pursuant to Section 2.02 with respect
to a series of Securities, the Depositary for such series may surrender a
Security in global form of such series in exchange in whole or in part for
Securities of such series in certificated form on such terms as are acceptable
to the Company and such Depositary. Thereupon, the Company shall execute, and
the Trustee shall authenticate and deliver, without service charge,

             (i) to each Person specified by such depositary a new certificated
         Security or Securities of the same series of like tenor, of any
         authorized denomination as requested by such Person in aggregate

                                      -16-

<PAGE>

         principal amount equal to and in exchange for such Person's beneficial
         interest in the Security in global form;

         and

             (ii) to such Depositary a new Security in global form of like tenor
         in a denomination equal to the difference, if any, between the
         principal amount of the surrendered Security in global form and the
         aggregate principal amount of certificated Securities delivered to
         Holders thereof.

         (j) Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be canceled by the
Trustee. Unless expressly provided with respect to the Securities of any series
that such Security may be exchanged for Bearer Securities, Securities in
certificated form issued in exchange for a Security in global form pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Security in global form, pursuant to
instructions from its direct or Indirect Participants or otherwise, shall
instruct the Trustee in writing. The Trustee shall deliver such Securities to
the Persons in whose names such Securities are so registered.

         (k) Whenever any Securities are surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

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

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

         (n) No service charge shall be made for any registration of transfer or
for any 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 or transfer or exchange of Securities, other
than exchanges pursuant to Section 2.12 or 3.06 not involving any transfer.

         (o) The Company shall not be required (i) to issue, register the
transfer of, or exchange any Securities for a period beginning at the opening of
business 15 days before any selection for redemption of Securities of like tenor
and of the series of which such Security is a part and ending at the close of
business on the earliest date on which the relevant notice of redemption is
deemed to have been given to all Holders of Securities of like tenor and of such
series to be redeemed; (ii) to register the transfer of or exchange any
Registered Security so selected for redemption, in whole or in part, except the
unredeemed portion of any Security being redeemed in part; or (iii) to exchange

                                      -17-

<PAGE>

any Bearer Security so selected for redemption, except that such a Bearer
Security may be exchanged for a Registered Security of that series and like
tenor; provided that such Registered Security shall be simultaneously
surrendered for redemption.

         (p) the foregoing provisions relating to registration, transfer and
exchange may be modified, supplemented or superseded with respect to any series
of Securities by a Board Resolution or in one or more indentures supplemental
hereto.

         (q) Legends. The following legend shall appear on the face of all
Global securities and definitive (bearer) securities under this Indenture unless
specifically stated otherwise in the applicable provision of this Indenture.

             (i) Global Security Legend. Each Global Security shall bear a
         legend in substantially the following form:

         "THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
         INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE
         BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
         PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE
         SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.09 OF
         THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT
         NOT IN PART, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE
         FOR CANCELLATION PURSUANT TO SECTION 2.13 OF THE INDENTURE AND (IV)
         THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
         THE PRIOR WRITTEN CONSENT OF THE COMPANY."

         (r) Cancellation and/or Adjustment of Global Securities. At such time
as all beneficial interests in a particular Global Security have been exchanged
for definitive Securities or a particular Global Security has been redeemed,
repurchased or canceled in whole and not in part, each such Global Security
shall be returned to or retained and canceled by the Trustee in accordance with
Section 2.13 hereof. At any time prior to such cancellation, if any beneficial
interest in a Global Security is exchanged for or transferred to a Person who
will take delivery thereof in the form of a beneficial interest in another
Global Security or for definitive Securities, the principal amount of Securities
represented by such Global Security shall be reduced accordingly and an
endorsement shall be made on such Global Security by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if the
beneficial interest is being exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Security, such other Global Security shall be increased accordingly and an
endorsement shall be made on such Global Security by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

                                      -18-

<PAGE>
     (s) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate Global
         Securities upon the Company's order or at the Registrar's request.

                  (ii) No service charge shall be made to a holder of a
         beneficial interest in a Global Security or to a Holder of a Bearer
         Security for any registration of transfer or exchange, but the Company
         may require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer).

                  (iii) The Registrar shall not be required to register the
         transfer of or exchange any Security selected for redemption in whole
         or in part, except the unredeemed portion of any Security being
         redeemed in part.

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

                  (v) The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Securities during a period
         beginning at the opening of business 15 days before the day of any
         selection of Securities for redemption under Section 3.02 hereof and
         ending at the close of business on the day of selection, (B) to
         register the transfer of or to exchange any Security so selected for
         redemption in whole or in part, except the unredeemed portion of any
         Security being redeemed in part or (c) to register the transfer of or
         to exchange a Security between a record date and the next succeeding
         Interest Payment Date.

                  (vi) Prior to due presentment for the registration of a
         transfer of any Security, the Trustee, any Agent and the Company may
         deem and treat the Person in whose name any Security is registered as
         the absolute owner of such Security for the purpose of receiving
         payment of principal of and interest on such Securities and for all
         other purposes, and none of the Trustee, any Agent or the Company shall
         be affected by notice to the contrary.

                  (vii) The Trustee shall authenticate Global Securities and
         Bearer Securities in accordance with the provisions of Section 2.04
         hereof.

                  (viii) All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.08 to effect a registration of transfer or exchange may be
         submitted by facsimile.

                                      -19-


<PAGE>

Section 2.09. REPLACEMENT SECURITIES.

         If any mutilated Security is surrendered to the Trustee or the Company
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Security, the Company shall issue and the Trustee, upon receipt
of an Authentication Order, shall authenticate a replacement Security if the
Trustee's requirements are met. If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Trustee and the Company to protect the Company, the Trustee, any Agent
and any authenticating agent from any loss that any of them may suffer if a
Security is replaced. The Company may charge for its expenses in replacing a
Security.

         Every replacement Security is an additional obligation of the Company
and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Securities duly issued hereunder.

Section 2.10. OUTSTANDING SECURITIES.

         The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Security
effected by the Trustee in accordance with the provisions hereof, and those
described in this Section as not outstanding. Except as set forth in Section
2.11 hereof, a Security does not cease to be outstanding because the Company or
an Affiliate of the Company holds the Security.

         If a Security is replaced pursuant to Section 2.09 hereof, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

         If the principal amount of any Security is considered paid under
Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Securities payable on that date, then on and after that date
such Securities shall be deemed to be no longer outstanding and shall cease to
accrue interest.

Section 2.11. TREASURY SECURITIES.

         In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company, shall
be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities that the Trustee knows are so
owned shall be so disregarded.

                                      -20-

<PAGE>

Section 2.12. TEMPORARY SECURITIES.

         Until certificates representing Securities are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of certificated Securities but may have variations
that the Company considers appropriate for temporary Securities and as shall be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities in
exchange for temporary Securities.

         Holders of temporary Securities shall be entitled to all of the
benefits of this Indenture.

Section 2.13. CANCELLATION.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall destroy canceled Securities (subject to the record retention requirement
of the Exchange Act). Certification of the destruction of all canceled
Securities shall be delivered to the Company. The Company may not issue new
Securities to replace Securities that it has paid or that have been delivered to
the Trustee for cancellation.

Section 2.14. DEFAULTED INTEREST.

         If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Securities and in Section 4.01 hereof. The Company shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Security and the date of the proposed payment. The Company shall fix or
cause to be fixed each such special record date and payment date, provided that
no such special record date shall be less than 10 days prior to the related
payment date for such defaulted interest. At least 15 days before the special
record date, the Company (or, upon the written request of the Company, the
Trustee in the name and at the expense of the Company) shall mail or cause to be
mailed to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01. SELECTION OF SECURITIES TO BE REDEEMED.

         If less than all of the Securities are to be redeemed at any time, the
Trustee shall select the Securities to be redeemed among the Holders of the
Securities in compliance with the requirements of the principal national
securities exchange, if any, on which the Securities are listed or, if the

                                      -21-

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Securities are not so listed, to be redeemed among the Holders of Securities on
a pro rata basis, by lot or by such method as the Trustee deems fair and
appropriate; provided that no Securities of $1,000 or less shall be redeemed in
part. In the event of partial redemption by lot, the particular Securities to be
redeemed shall be selected, unless otherwise provided herein, not less than 30
nor more than 60 days prior to the redemption date by the Trustee from the
outstanding Securities not previously called for redemption.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Security selected for
partial redemption, the principal amount thereof to be redeemed. Securities and
portions of Securities selected shall be in amounts of $1,000 or whole multiples
of $1,000; except that if all of the Securities of a Holder are to be redeemed,
the entire outstanding amount of Securities held by such Holder, even if not a
multiple of $1,000, shall be redeemed. A new Security in principal amount equal
to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. Securities called for
redemption shall become due on the redemption date. On and after the redemption
date, interest ceases to accrue on Securities or portions of them called for
redemption. Except as provided in this Section 3.01, provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption.

Section 3.02. NOTICE OF REDEMPTION.

         At least 30 days but not more than 60 days before a redemption date,
the Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Securities are to be redeemed at its registered
address.

         The notice shall identify the Securities to be redeemed and shall
state:

     (a) the redemption date;

     (b) the redemption price;

     (c) the name and address of the Paying Agent;

     (d) that Securities called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

     (e) that, unless the Company defaults in making such redemption payment,
interest on Securities called for redemption ceases to accrue on and after the
redemption date;

     (f) that any Security being redeemed in part, the portion of the principal
amount of such Security to be redeemed and that, after the redemption date upon
surrender of such Security, a new Security or Securities in principal amount
equal to the unredeemed portion shall be issued upon cancellation of the
original;

     (g) the paragraph of the Securities and/or Section of this Indenture
pursuant to which the Securities called for redemption are being redeemed; and

     (h) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Securities.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the

                                      -22-

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Company shall have delivered to the Trustee, at least 30 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

Section 3.03. EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed in accordance with Section 3.02
hereof, Securities called for redemption become irrevocably due and payable on
the redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.04. DEPOSIT OF REDEMPTION OR PURCHASE PRICE.

         One Business Day prior to 10:00 a.m. Eastern Time on any redemption
date, the Company shall deposit with the Trustee or with the Paying Agent money
in immediately available funds sufficient to pay the redemption or purchase
price of and accrued interest, if any, on all Securities to be redeemed or
purchased on that date. The Trustee or the Paying Agent shall promptly return to
the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption or purchase
price of, and accrued interest on, all Securities to be redeemed or purchased.

Section 3.05. SECURITIES REDEEMED OR PURCHASED IN PART.

         Upon surrender of a Security that is redeemed or purchased in part, the
Company shall issue and, upon the Company's written request, the Trustee shall
authenticate for the Holder at the expense of the Company a new Security equal
in principal amount to the unredeemed or unpurchased portion of the Security
surrendered.

Section 3.06. MANDATORY REDEMPTION.

         The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Securities.

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01. PAYMENT OF SECURITIES.

         The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Securities on the dates and in the manner provided in
the Securities. Principal, premium, if any, and interest shall be considered
paid on the date due if the Paying Agent, if other than the Company or a
Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money
deposited by the Company in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest then due.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Securities to

                                      -23-

<PAGE>

the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

Section 4.02. MAINTENANCE OF OFFICE OR AGENCY.

         The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-Registrar) where Securities may be surrendered
for registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served.
The Company shall 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 may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Company shall
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.

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.05.

Section 4.03. REPORTS.

     (a) Whether or not required by the rules and regulations of the SEC, so
long as any Securities are outstanding, the Company shall furnish to the Holders
of Securities (i) all quarterly and annual financial information that would be
required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the
Company were required to file such Forms, including "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and, with respect to
the annual information only, a report thereon by the Company's certified
independent accountants and (ii) all current reports that would be required to
be filed with the SEC on Form 8-K if the Company were required to file such
reports, in each case within the time periods specified in the SEC's rules and
regulations. In addition, the Company shall file a copy of all such information
and reports with the SEC for public availability within the time periods set
forth in the SEC's rules and regulations (unless the SEC will not accept such a
filing) and make such information available to securities analysts and
prospective investors upon request. In addition to the financial information
required by the Exchange Act, each such quarterly and annual report shall be
required to contain "summarized financial information" (as defined in Rule
1-02(aa)(1) of Regulation S-X under the Exchange Act) showing Adjusted Operating
Cash Flow for the Company and its Significant Subsidiaries, on a consolidated
basis, where Adjusted Operating Cash Flow for the Company is calculated in a
manner consistent with the manner described under the definition of "Adjusted

                                      -24-

<PAGE>

Operating Cash Flow" contained herein. The summarized financial information
required pursuant to the preceding sentence may, at the election of the Company,
be included in the footnotes to the audited consolidated financial statements or
unaudited quarterly financial statements of the Company and shall be as of the
same dates and for the same periods as the consolidated financial statements of
the Company and its Subsidiaries required pursuant to the Exchange Act.

Section 4.04. COMPLIANCE CERTIFICATE.

     (a) The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest on the Securities is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

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

     (c) The Company shall file with the Trustee and the Commission, in
accordance with the 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 provided for in this
Indenture, as may be required from time to time by such rules and regulations.

Section 4.05. CONTINUED EXISTENCE.

         Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Significant Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Company or any such Significant Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Company and any of its Restrictive
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Significant Subsidiaries, if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Significant Subsidiaries,

                                      -25-

<PAGE>

taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Securities.

Section 4.06. WAIVER OF CERTAIN COVENANTS.

         Except as otherwise specified as contemplated by Section 2.02 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 2.02(15) and
9.01 for the benefit of the Holders of such series if before the time for such
compliance the Holders of at least a majority in principal amount of the
outstanding Securities of such series shall, by act of such, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.


Section 4.07. STAY, EXTENSION AND USURY LAWS.

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


                                   ARTICLE 5.
                                   SUCCESSORS

            Section 5.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS.

         The Company shall not consolidate or merge with or into (whether or not
the Company is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions, to another corporation, Person or
entity unless (i) the Company is the surviving corporation or the entity or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a corporation organized or existing
under the laws of the United States, any state thereof or the District of
Columbia; (ii) the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company) or the entity or Person to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made assumes all the Obligations of the Company under the
Securities and this Indenture pursuant to a supplemental indenture in a form

                                      -26-

<PAGE>

reasonably satisfactory to the Trustee; and (iii) immediately after such
transaction no Default or Event of Default exists.

Section 5.02. SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), 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; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Securities except in the case of a sale of all
of the Company's assets that meets the requirements of Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01. EVENTS OF DEFAULT.

         An "Event of Default" occurs if:

         (a) the Company Defaults in the payment when due of interest on, with
respect to, the Securities and such Default continues for a period of 30 days;

         (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Securities when the same becomes due and payable at
maturity, upon redemption or otherwise;

         (c) the Company fails to comply with any of the provisions of section
5.01 hereof;

         (d) the Company or any Subsidiary fails to observe or perform any other
covenant, representation, warranty or other agreement in this Indenture, the
Securities for 60 days after notice to comply;

         (e) a default occurs under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company (on the payment of which is
guaranteed by the Company), whether such Indebtedness or guarantee now exists,
or is created after the date of this Indenture, which default (i) is caused by a
failure to pay principal of or premium, if any, or interest on such Indebtedness
prior to the expiration of the grace period provided in such Indebtedness on the
date of such default (a "Payment Default") or (ii) results in the acceleration
of such Indebtedness prior to its express maturity and, in each case, the
principal amount of such Indebtedness, together with the principal amount of any
other such Indebtedness under which there has been a Payment Default or the

                                      -27-

<PAGE>


maturity of which has been so accelerated, aggregates to the amount specified in
the applicable supplemental indenture;


         (f) a final judgment or final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against the Company or
any Subsidiary that would be a Significant Subsidiary and such judgment or
judgments remain unpaid, undischarged, or unstayed for a period of 60 days,
provided that the aggregate of all such undischarged judgments exceeds the
amount specified in the applicable supplemental indenture;

         (g) the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
pursuant to or within the meaning of Bankruptcy Law:

             (i) commences a voluntary case,

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

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

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

             (v) generally is not paying its debts as they become due; or

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

             (i) is for relief against the Company or any of its Significant
         Subsidiaries or any group of Subsidiaries that, taken as a whole, would
         constitute a Significant Subsidiary in an involuntary case;

             (ii) appoints a custodian of the Company or any of its Significant
         Subsidiaries or any group of Subsidiaries that, taken as a whole, would
         constitute a Significant Subsidiary or for all or substantially all of
         the property of the Company or any of its Significant Subsidiaries or
         any group of Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary; or

             (iii) orders the liquidation of the Company or any of its
         Significant Subsidiaries or any group of Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary;

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

         The term "custodian" as used in this Article VI means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.

                                      -28-

<PAGE>

                  An Event of Default shall not be deemed to have occurred under
clause (c), (e) or (f) until the Trustee shall have received at the Corporate
Trust Office of the Trustee written notice from the Company or any of the
Holders or unless a Responsible Officer shall have actual knowledge of such
Event of Default. A Default under clause (e) is not an Event of Default until
the Trustee notifies the Company, or the Holders of at least 25% in principal
amount of the then outstanding Securities notify the Company and the Trustee, of
the Default and the Company does not cure the Default within 60 days after
receipt of the notice. The notice must specify the Default, demand that it be
remedied and state that the notice is a "Notice of Default."

Section 6.02. ACCELERATION.

         If any Event of Default (other than an Event of Default specified in
clause (g) or (h) of Section 6.01 hereof) occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding
Securities may declare all the Securities to be due and payable immediately.
Upon any such declaration, the principal of, premium, if any, and accrued and
unpaid interest on the Securities shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (g) or
(h) of Section 6.01 hereof occurs with respect to the Company, any of its
Significant Subsidiaries, or any group that, taken as a whole, would constitute
a Significant Subsidiary, all outstanding Securities shall be due and payable
immediately without further action or notice, provided that the payment of
principal and interest on such Securities shall remain subordinated to the
extent provided in Article 11. Holders of the Securities may not enforce this
Indenture or the Securities except as provided in this Indenture. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Securities may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Securities notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest ) if it determines that
withholding notice is in their interest.

Section 6.03. OTHER REMEDIES.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
interest on the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Security in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04. WAIVER OF PAST DEFAULTS.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Securities by notice to the Trustee may on behalf of the
Holders of all of the Securities waive an existing Default or Event of Default
and its consequences hereunder, except a continuing Default or Event of Default

                                      -29-

<PAGE>

in the payment of the principal of, premium, if any, or interest on, the
Securities (including in connection with an offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Securities may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. 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 6.05. CONTROL BY MAJORITY.

         Holders of a majority in principal amount of the then outstanding
Securities may direct the time, method and place of conducting any proceeding
for exercising any remedy available to the Trustee or exercising any trust or
power conferred on it. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Securities or that may
involve the Trustee in personal liability.

Section 6.06. LIMITATION ON SUITS.

         A Holder of a Security may pursue a remedy with respect to this
Indenture or the Securities only if:

     (a) the Holder of a Security gives to the Trustee written notice of a
continuing Event of Default;

     (b) the Holders of at least 25% in principal amount of the then outstanding
Securities make a written request to the Trustee to pursue the remedy;

     (c) such Holder of a Security or Holders of Securities offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense;

     (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

     (e) during such 60-day period the Holders of a majority in principal amount
of the then outstanding Securities do not give the Trustee a direction
inconsistent with the request.

         A Holder of a Security may not use this Indenture to prejudice the
rights of another Holder of a Security or to obtain a preference or priority
over another Holder of a Security.

Section 6.07. RIGHTS OF HOLDERS OF SECURITIES TO RECEIVE PAYMENT.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Security to receive payment of principal, premium, if
any, and interest on the Security, on or after the respective due dates

                                      -30-

<PAGE>

expressed in the Security (including in connection with an offer to purchase),
or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

Section 6.08. COLLECTION SUIT BY TRUSTEE.

         If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as Trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Securities
and interest on overdue principal and, to the extent lawful, interest and 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.

Section 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee is authorized to file such proofs of claim and 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 the
Holders of the Securities allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Securities), its creditors or its
property and shall be entitled and empowered to collect, receive and distribute
any money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to 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 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder, or to authorize the Trustee to vote in respect of
the claim of any Holder in any such proceeding.

Section 6.10. PRIORITIES.

         If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

         First: to the Trustee, its agents and attorneys for amounts due under
Section 7.07 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

                                      -31-

<PAGE>

         Second: to Holders of Securities for amounts due and unpaid on the
Securities for principal, premium, if any, and interest, ratably, without
preference or priority of any kind, according to the amounts due and payable on
the Securities for principal, premium, if any, and interest, respectively; and

         Third: to the Company or to such party as a court of competent
jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Holders of Securities pursuant to this Section 6.10.

Section 6.11. UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder of a
Security pursuant to Section 6.07 hereof, or a suit by Holders of more than 10%
in principal amount of the then outstanding Securities.

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01. DUTIES OF TRUSTEE.

         (a) If 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 its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of its own affairs.

         (b) Except during the continuance of an Event of Default:

             (i) the duties of the Trustee shall be determined solely by the
         express provisions of this Indenture and the Trustee need perform only
         those duties that are specifically set forth in this Indenture and no
         others, and no implied covenants or obligations shall be read into this
         Indenture against the Trustee; and

             (ii) 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. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

         (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

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<PAGE>

             (i) this paragraph does not limit the effect of paragraph (b) of
         this Section;

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

             (iii) the Trustee shall not be liable with respect to any action it
         takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05 hereof.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section.

         (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holders shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

         (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

Section 7.02. RIGHTS OF TRUSTEE.

         (a) The Trustee may conclusively rely upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

         (c) The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any agent appointed with due
care.

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

         (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

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<PAGE>

         (f) 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 unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request or direction.

Section 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04. TRUSTEE'S DISCLAIMER.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company's use of the proceeds from the Securities or any
money paid to the Company or upon the Company's direction under any provision of
this Indenture, it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the
Securities or any other document in connection with the sale of the Securities
or pursuant to this Indenture other than its certificate of authentication.

Section 7.05. NOTICE OF DEFAULTS.

         If a Default or Event of Default occurs and is continuing and if a
Responsible Officer of the Trustee has actual knowledge of such Default or Event
of Default, the Trustee shall mail to Holders of Securities a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, or interest on, any
Security, the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice is
in the interests of the Holders of the Securities.

Section 7.06. REPORTS BY TRUSTEE TO HOLDERS OF THE SECURITIES.

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Securities remain outstanding,
the Trustee shall mail to the Holders of the Securities a brief report dated as
of such reporting date that complies with TIA ss. 313(a) (but if no event
described in TIA ss. 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also shall comply
with TIA ss. 313(b)(2). The Trustee shall also transmit by mail all reports as
required by TIA ss. 313(c). A copy of each report at the time of its mailing to
the Holders of Securities shall be mailed to the Company and filed with the SEC
and each stock exchange on which the Securities are listed in accordance with

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<PAGE>

TIA ss. 313(d). The Company shall promptly notify the Trustee when the
Securities are listed on any stock exchange.

Section 7.07. COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and services hereunder as the
Company and Trustee have separately agreed. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

         The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

         The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest on particular Securities. Such Lien shall survive the satisfaction and
discharge of this Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

         The Trustee shall comply with the provisions of TIA ss. 313(b)(2) to
the extent applicable.

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<PAGE>

Section 7.08. REPLACEMENT OF TRUSTEE.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

         The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in principal amount of the then outstanding Securities may remove the Trustee by
so notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

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

     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

     (c) a custodian or public officer takes charge of the Trustee or its
property; or

     (d) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Securities may appoint
a successor Trustee to replace the successor Trustee appointed by the Company.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding
Securities may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

         If the Trustee, after written request by any Holder of a Security who
has been a Holder of a Security for at least six months, fails to comply with
Section 7.10, such Holder of a Security may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Securities. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, provided
all sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07
hereof shall continue for the benefit of the retiring Trustee.

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<PAGE>

Section 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee.

Section 7.10. ELIGIBILITY; DISQUALIFICATION.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least the amount
specified in the applicable supplemental indenture as set forth in its most
recent published annual report of condition.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).

Section 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         The Trustee is subject to TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) Section 0.01 to the extent indicated
therein.

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding
Securities of one or more series upon compliance with the conditions set forth
below in this Article 8.

SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, relating to one or more series of Securities,
the Company shall, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, be deemed to have been discharged from its obligations with
respect to all outstanding Securities of such series on the date the conditions
set forth below are satisfied (hereinafter, "Legal Defeasance"). For this
purpose, Legal Defeasance means that the Company shall be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Securities
of the applicable series, which shall thereafter be deemed to be "outstanding"
only for the purposes of Section 8.05 hereof and the other Sections of this
Indenture referred to in (a) and (b) below, and to have satisfied all of its
other Obligations under the Securities of the applicable series and this
Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Securities of the
applicable series to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, and interest, on such Securities


                                      -37-

<PAGE>

when such payments are due, (b) the Company's obligations with respect to such
Securities under Article 2 and Section 4.02 hereof, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder, and the Company's
obligations in connection therewith and (d) this Article 8. Subject to
compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.

Section 8.03. COVENANT DEFEASANCE.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 relating to one or more series of Securities,
the Company shall, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, be released from its obligations under the covenants
contained in Sections 3.09 and 5.01 hereof with respect to the outstanding
Securities of the applicable series on and after the date the conditions set
forth below are satisfied (hereinafter, "Covenant Defeasance"), and the
Securities of the applicable series shall thereafter be deemed not "outstanding"
for the purposes of any direction, waiver, consent or declaration 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
(it being understood that the Securities of the applicable series shall not be
deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the "outstanding" Securities of the
applicable 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
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
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 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(d) through 6.01(f) hereof shall not constitute Events of Default.

Section 8.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.


         The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

     (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders of the Securities of the applicable series, cash in
United States dollars, non-callable Government Securities, or a combination
thereof, in such amounts as will be sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay the principal of,
interest and premium, if any, on the outstanding Securities of the applicable
series on the stated maturity or on the applicable redemption date, as the case
may be, and the Company must specify whether the Securities of the applicable
series are being defeased to maturity or to a particular redemption date;


                                      -38-

<PAGE>


     (b) in the case of an election under Section 8.02 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (ii) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Securities of the applicable series will not recognize income, gain
or loss for federal income tax purposes as a result of such Legal Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had
not occurred;

     (c) in the case of an election under Section 8.03 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Securities of the applicable series will not recognize income, gain
or loss for federal income tax purposes as a result of such Covenant Defeasance
and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;

     (d) no Default or Event of Default shall have occurred and be continuing on
the date of such deposit (other than a Default or Event of Default resulting
from the borrowing of funds to be applied to such deposit) or insofar as
Sections 6.01(g) or (h) hereof are concerned, at any time in the period ending
on the 91st day after the date of deposit (or greater period of time in which
any such deposit of trust funds may remain subject to bankruptcy or insolvency
laws insofar as those apply to the deposit by the Company);

     (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

     (f) the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that, as of the date of such opinion, (i) the trust funds will not
be subject to the rights of holders of Indebtedness other than the Securities of
the applicable series and (ii) assuming no intervening bankruptcy of the Company
between the date of deposit and the 91st day (or greater period of time in which
any such deposit of trust funds may remain subject to bankruptcy or insolvency
laws insofar as those apply to the deposit by the Company) following the deposit
and assuming no Holder of Securities is an insider of the Company, after the
91st day (or later date until which any such deposit of trust funds may remain
subject to bankruptcy or insolvency laws insofar as those apply to the deposit
by the Company) following the deposit, the trust funds will not be subject to
the effects of any applicable bankruptcy, insolvency, reorganization or similar
laws affecting creditors' rights generally under any applicable United States or
state law;

     (g) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of Securities of the applicable series over the other
creditors of the Company or with the intent of defeating, hindering, delaying or
defrauding creditors of the Company or others; and

                                      -39-

<PAGE>

     (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

Section 8.05. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
              OTHER MISCELLANEOUS PROVISIONS.

         Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding
Securities of the applicable 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 Paying Agent) as the Trustee may determine, to
the Holders of such Securities of all sums due and to become due thereon in
respect of principal, premium, if any, and interest, 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 cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof 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 the applicable series.

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, 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 opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance
of the applicable series.

Section 8.06. REPAYMENT TO COMPANY.

         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, premium or
interest on any Security and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
a secured 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 the New York Times and The Wall Street Journal (national
edition), 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
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

                                      -40-

<PAGE>


Section 8.07. REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations of the Company under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with Section 8.02 or
8.03 hereof, as the case may be; provided, however, that, if the Company makes
any payment of principal of, premium or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held by
the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. WITHOUT CONSENT OF HOLDERS OF SECURITIES.

         Notwithstanding Section 9.02 of this Indenture, the Company and the
Trustee may amend or supplement this Indenture or the Securities without the
consent of any Holder of a Security:

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

     (b) to provide for the assumption of the Company's obligations to Holders
of Securities in the case of a merger or consolidation pursuant to Article 5
hereof, as applicable;

     (c) modify the provisions in Article 11 of this Indenture with respect to
the subordination of outstanding securities of any series in a manner not
adverse to the Holders thereof;

     (d) to make any change that would provide any additional rights or benefits
to the Holders of Securities or that does not adversely affect the legal rights
hereunder of any such Holder; or

     (e) to comply with the requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA or to allow any other
person to guarantee the Securities.

         Upon the request of the Company accompanied by a resolution of the
Board of Directors of the Company authorizing the execution of any such amended
or supplemental Indenture, and upon receipt by the Trustee of the documents
described in Section 7.02 hereof, the Trustee shall join with the Company in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and

                                      -41-

<PAGE>


stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02. WITH CONSENT OF HOLDERS OF SECURITIES.

         Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture or the Securities may be amended
or supplemented with the consent of the Holders of at least a majority in
principal amount of the Securities then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Securities), and, subject to Sections 6.04 and 6.07
hereof, any existing Default or Event of Default (other than a Default or Event
of Default in the payment of the principal of, premium or interest on the
Securities) or compliance with any provision of this Indenture or the Securities
may be waived with the consent of the Holders of a majority in principal amount
of the then outstanding Securities (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for
the Securities). Any amendment to the provisions of Article 12 hereof including
the related definitions will require the consent of the Holders of at least 75%
in aggregate principal amount of the Securities then outstanding if such
amendment would adversely affect the rights of Holders of Securities.

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

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

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of Securities affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Securities then
outstanding may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Securities. However, without the consent

                                      -42-

<PAGE>

of each Holder affected, an amendment or waiver may not (with respect to any
Securities held by a non-consenting Holder):

     (a) reduce the principal amount of Securities whose Holders must consent to
an amendment, supplement or waiver;

     (b) reduce the principal of or change the fixed maturity of any Security or
alter the provisions with respect to the redemption of the Securities (other
than provisions relating to Section 3.09 hereof);

     (c) reduce the rate of or change the time for payment of interest,
including default interest, on any Security;

     (d) waive a Default or Event of Default in the payment of principal of or
interest or premium on the Securities (except a rescission of acceleration of
the Securities by the Holders of a majority in aggregate principal amount of the
Securities and a waiver of the payment default that resulted from such
acceleration);

     (e) make any Security payable in money other than that stated in the
Securities;

     (f) make any change in the provisions of this Indenture relating to waivers
of past Defaults or the rights of Holders of Securities to receive payments of
principal of or interest or premium on the Securities;

     (g) waive a redemption payment with respect to any Security (other than a
payment required by the provisions of Section 3.09 hereof);

     (h) modify the provisions in Article 11 of this Indenture with respect to
the subordination of outstanding securities of any series in a manner adverse to
the Holders thereof; or

     (i) make any change in Section 6.04 or 6.07 hereof or in the foregoing
amendment and waiver provisions.

Section 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment or supplement to this Indenture or the Securities shall
be set forth in an amended or supplemental Indenture that complies with the TIA
as then in effect.

Section 9.04. REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Security is a continuing consent by the Holder of a

                                      -43-

<PAGE>

Security and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Securities, even if notation
of the consent is not made on any Securities. However, any such Holder of a
Security or subsequent Holder of a Security may revoke the consent as to its
Securities if the Trustee receives written notice of revocation before the date
the waiver, supplement or amendment becomes effective. An amendment, supplement
or waiver becomes effective in accordance with its terms and thereafter binds
every Holder.

Section 9.05. NOTATION ON OR EXCHANGE OF SECURITIES.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Securities thereafter authenticated. The Company in
exchange for all Securities may issue and the Trustee shall authenticate new
Securities that reflect the amendment, supplement or waiver.

         Failure to make the appropriate notation or to issue new Securities
shall not affect the validity and effect of such amendment, supplement or
waiver.

Section 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amendment or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until its Board
of Directors approves it. If it does, the Trustee may, but need not, sign it. In
signing or refusing to sign such amendment or supplemental Indenture, the
Trustee shall be entitled to receive and, subject to Section 7.01 hereof, shall
be fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that such amendment or supplemental Indenture is
authorized or permitted by this Indenture, that it is not inconsistent herewith,
and that it will be valid and binding upon the Company in accordance with its
terms.

                                  ARTICLE 10.
                      CONVERSION OR EXCHANGE OF SECURITIES

Section 10.01. APPLICABILITY OF ARTICLE.

     (a) The provisions of this Article 10 shall be applicable to the Securities
of any series which are convertible or exchangeable into Equity Securities of
the Company, and to the issuance of such Equity Securities upon the conversion
or exchange of such Securities, except as otherwise specified as contemplated by
Section 2.02 for the Securities of such series.

     (b) For purposes of this Article 10, the term "Equity Securities" shall
mean all or any of the following, authorized from time to time: (i) the Class A
Common Stock, (ii) the Company's Non-voting Common Stock par value $.01 per
share (together with the Class A Common Stock, the "Common Stock"), (iii) the
Company's Preferred Stock par value $.01 per share (the "Preferred Stock"), and
(iv) any other equity securities of the Company.

                                      -44-

<PAGE>

Section 10.02. EXERCISE OF CONVERSION OR EXCHANGE PRIVILEGE.

     (a) In order to exercise a conversion or exchange privilege, the Holder of
a Security of a series with such privilege shall surrender such Security,
together, in the case of any Bearer Security, with all unmatured interest
coupons and any matured interest coupons in default appertaining thereto, to the
Company at the office or agency maintained for that purpose pursuant to Section
4.02, accompanied by written notice to the Company that the Holder elects to
convert or exchange such Security or a specified portion thereof. Such notice
shall also state, if different from the name and address of such Holder, the
name or names (with address) in which the certificate or certificates for Equity
Securities which shall be issuable on such conversion or exchange shall be
issued. Registered Securities surrendered for conversion or exchange shall (if
so required by the Company or the Trustee) be duly endorsed by or accompanied by
instruments of transfer in forms satisfactory to the Company and the Trustee
duly executed by the registered Holder or its attorney duly authorized in
writing.

     (b) Registered Securities so surrendered for conversion or exchange during
the period from the close of business on any Regular Record Date to the opening
of business on the corresponding Interest Payment Date (excluding Securities or
portions thereof called for redemption during such period) shall also be
accompanied by payment in funds acceptable to the Company of an amount equal to
the interest payable on such Interest Payment Date on the principal amount of
such Security then being converted or exchanged, and such interest shall be
payable to such registered Holder on such Interest Payment Date notwithstanding
the conversion or exchange of such Security.

     (c) As promptly as practicable after the receipt of such notice and of any
payment required pursuant to a Board Resolution and, subject to Section 2.04,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto setting forth the
terms of such series of Security, and the surrender of such Security in
accordance with such reasonable regulations as the Company may prescribe, the
Company shall issue and shall deliver, at the office or agency at which such
Security is surrendered, to such Holder or on its written order, a certificate
or certificates for the number of Equity Securities issuable upon the conversion
or exchange of such Security (or specified portion thereof), in accordance with
the provisions of such Board Resolution, Officers' Certificate or supplemental
indenture, and cash as provided therein in respect of any fractional share of
such Equity Security otherwise issuable upon such conversion or exchange.

     (d) Such conversion or exchange shall be deemed to have been effected
immediately prior to the close of business on the date on which such notice and
such payment, if required, shall have been received in proper order for
conversion or exchange by the Company and such Security shall have been
surrendered as aforesaid and at such time the rights of the Holder of such
Security as such Security Holder shall cease and the person or persons in whose
name or names any certificate or certificates for Equity Securities of the
Company shall be issuable upon such conversion or exchange shall be deemed to
have become the Holder or Holders of record of the Equity Securities represented
thereby. No payment or adjustment shall be made upon any conversion or exchange
on account of any interest accrued on the Securities surrendered for conversion
or exchange, or on account of any dividends on the Equity Securities of the

                                      -45-

<PAGE>

Company issued upon such conversion or exchange if the record date for the
payment of such dividends occurs prior to or on the date on which such
conversion or exchange shall be deemed to have been effected.

         In the case of any Security which is converted or exchanged in part
only, upon such conversion or exchange the Company shall execute and the Trustee
shall authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Company, a new Security or Securities of the same series, of
authorized denominations, in aggregate principal amount equal to the unconverted
or unexchanged portion of such Security.

Section 10.03. NO FRACTIONAL EQUITY SECURITIES.

         No fractional Equity Security of the Company shall be issued upon
conversions or exchanges of Securities of any series. If more than one Security
shall be surrendered for conversion or exchange at one time by the same Holder,
the number of full shares of the Equity Security which shall be issuable upon
conversion or exchange shall be computed on the basis of the aggregate principal
amount of the Securities (or specified portions thereof to the extent permitted
hereby) so surrendered. If, except for the provisions of this Section 10.03, any
Holder of a Security or Securities would be entitled to a fractional share of
any Equity Security of the Company upon the conversion or exchange of such
Security or Securities, or specified portions thereof, the Company shall pay to
such Holder an amount in cash equal to the current market value of such
fractional share computed, (i) if such Equity Security is listed or admitted to
unlisted trading privileges on a national securities exchange, on the basis of
the last reported sale price regular way on the principal exchange where such
Equity Security is listed or admitted, on the last trading day prior to the date
of conversion or exchange upon which such a sale shall have been effected, (ii)
if such Equity Security is not at the time so listed or admitted on a national
securities exchange but is quoted on the Nasdaq Stock Market, on the basis of
the average of the bid and asked prices of such Equity Security on the Nasdaq
Stock Market on the last trading day prior to the date of conversion or
exchange, (iii) if such Equity Security is not at the time so listed or admitted
to unlisted trading privileges on a national securities exchange or quoted on
the Nasdaq Stock Market, on the basis of the average of the bid and asked prices
of such Equity Security in the over-the-counter market, on the last trading day
prior to the date of conversion or exchange, as reported by the National
Quotation Bureau Incorporated or similar organization if the National Quotation
Bureau Incorporated is no longer reporting such information, or (iv) in
accordance with the terms of the supplemental indenture or Board Resolutions
setting the terms of the Securities of such series. For purposes of this
Section, "trading day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday other than any day on which the applicable Equity Security is not traded
or quoted on a national securities exchange, or if the applicable Equity
Security is not traded or quoted on a national securities exchange, on the
Nasdaq Stock Market or the principal exchange or market on which the applicable
Equity Security is traded or quoted.

                                      -46-

<PAGE>

Section 10.04. ADJUSTMENT OF CONVERSION OR EXCHANGE PRICE; CONSOLIDATION OR
               MERGER.

         The conversion or exchange price of Securities of any series that is
convertible or exchangeable into an Equity Security of the Company shall be
adjusted for any stock dividends, stock splits, reclassification, combinations
or similar transactions, and the securities, assets or other property into or
for which such Securities may be converted or exchanged as a result of any
consolidation, merger, combination or similar transaction shall be determined,
in accordance with the terms of the supplemental indenture or Board Resolutions
setting the terms of the Securities of such series.

         Whenever the conversion or exchange price is adjusted, the Company
shall compute the adjusted conversion or exchange price in accordance with the
terms of the applicable Board Resolution or supplemental indenture and shall
prepare an Officers' Certificate setting forth the adjusted conversion or
exchange price and showing in reasonable detail the facts upon which such
adjustment is based. Whenever the securities, assets or other property into or
for which Securities of any series may be converted or exchanged are changed as
a result of any consolidation, merger or similar transaction, the Company shall
determine the nature and amount of such securities, assets or other property in
accordance with the terms of the applicable Board Resolution or supplemental
indenture and shall prepare an Officers' Certificate describing such securities,
assets or other property and stating the amount of such securities, assets or
other property into or for which such Securities have become convertible or
exchangeable. Such certificates shall forthwith be filed at each office or
agency maintained for the purpose of conversion or exchange of Securities
pursuant to Section 4.02 and, if different, with the Trustee. The Company shall
forthwith cause a notice setting forth the adjusted conversion or exchange price
or describing such securities, assets or other property, as applicable, to be
mailed, first class postage prepaid, to each Holder of Registered Securities of
such series at its address appearing on the Register and to any conversion or
exchange agent other than the Trustee.

Section 10.05. NOTICE OF CERTAIN CORPORATE ACTIONS.

         If any series of Securities which are directly or indirectly
convertible or exchangeable for any Equity Securities are Outstanding, in case:

     (a) the Company shall declare a dividend (or any other distribution) on any
class of such Equity Securities payable otherwise than in cash out of its
retained earnings (other than a dividend for which approval of any stockholder
of the Company is required); or

     (b) the Company shall authorize the granting to the holders of any class of
such Equity Securities of rights, options or warrants to subscribe for or
purchase any shares of capital stock of any class or of any other rights (other
than any such grant for which approval of any stockholder of the Company is
required); or

     (c) of any reclassification of any class of such Equity Securities (other
than a subdivision or combination of its outstanding Equity Securities, or of

                                      -47-

<PAGE>

any consolidation, merger or share exchange to which the Company is a party and
for which approval of any stockholder of the Company is required), or of the
sale of all or substantially all of the assets of the Company; or

     (d) of the voluntary or involuntary dissolution, liquidation or winding up
of the Company;

then the Company shall cause to be filed with the Trustee, and shall cause to be
mailed to all Holders at their addresses as they shall appear in the Register,
at least 15 days (or 10 days in any case specified in clause (a) or (b) above)
prior to the applicable record date hereinafter specified, a notice stating (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution, rights, options or warrants, or, if a record is not to be taken,
the date as of which the Holders of such Equity Securities of record to be
entitled to such dividend, distribution, rights, options or warrants are to be
determined, or (ii) the date on which such reclassification, consolidation,
merger, share exchange, sale, dissolution, liquidation or winding up is expected
to become effective, and the date as of which it is expected that holders of
such Equity Securities of record shall be entitled to exchange such Equity
Securities for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, share exchange, sale, dissolution,
liquidation or winding up. If at any time the Trustee shall not be the
conversion or exchange agent, a copy of such notice shall also forthwith be
filed by the Company with the Trustee.

Section 10.06. RESERVATION OF EQUITY SECURITIES.

         The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Equity Securities, for the
purpose of effecting the conversion or exchange of Securities, the full number
of Equity Securities of the Company then issuable upon the conversion or
exchange of all outstanding securities of any series that has conversion or
exchange rights.

Section 10.07. PAYMENT OF CERTAIN TAXES UPON CONVERSION OR EXCHANGE.

         The Company will pay any and all taxes that may be payable in respect
of the issue or delivery of its Equity Securities on conversion or exchange of
Securities pursuant hereto. The Company shall not, however, be required to pay
any tax which may be payable in respect of any transfer involved in the issue
and delivery of its Equity Securities in a name other than that of the Holder of
the Security or Securities to be converted or exchanged, and no such issue or
delivery shall be made unless and until the Person requesting such issue has
paid to the Company the amount of any such tax, or has established, to the
satisfaction of the Company, that such tax has been paid.

Section 10.08. DUTIES OF TRUSTEE REGARDING CONVERSION OR EXCHANGE.

         Neither the Trustee nor any conversion or exchange agent shall at any
time be under any duty or responsibility to any Holder of Securities of any
series that is convertible or exchangeable into Equity Securities of the Company
to determine whether any facts exist which may require any adjustment of the
conversion or exchange price, or with respect to the nature or extent of any

                                      -48-

<PAGE>

such adjustment when made, or with respect to the method employed, whether
herein or in any supplemental indenture, any resolutions of the Board of
Directors or written instrument executed by one or more officers of the Company
provided to be employed in making the same. Neither the Trustee nor any
conversion or exchange agent shall be accountable with respect to the validity
or value (or the kind or amount) of any Equity Securities of the Company, or of
any securities or property, which may at any time be issued or delivered upon
the conversion or exchange of any Securities and neither the Trustee nor any
conversion or exchange agent makes any representation with respect thereto.
Subject to the provisions of Section 7.01, neither the Trustee nor any
conversion or exchange agent shall be responsible for any failure of the Company
to issue, transfer or deliver any of its Equity Securities or stock certificates
or other securities or property upon the surrender of any Security for the
purpose of conversion or exchange or to comply with any of the covenants of the
Company contained in this Article 10 or in the applicable supplemental
indenture, resolutions of the Board of Directors or written instrument executed
by one or more duly authorized officers of the Company.

Section 10.09. REPAYMENT OF CERTAIN FUNDS UPON CONVERSION OR EXCHANGE.

         Any funds which at any time have been deposited by the Company or on
its behalf with the Trustee or any Paying Agent for the purpose of paying the
principal of, and premium, if any, and interest, if any, on any of the
Securities and which shall not be required for such purposes because of the
conversion or exchange of such Securities as provided in this Article 10 shall
after such conversion or exchange be repaid to the Company by the Trustee upon
the Company's written request.


                                  ARTICLE 11.
                                 SUBORDINATION

Section 11.01.  AGREEMENT TO SUBORDINATE.

     (a) The Company agrees, and each Holder by accepting a Security agrees,
that the Indebtedness evidenced by the Securities is subordinated in right of
payment, to the extent and in the manner provided in this Article, to the prior
payment in full of all Senior Debt (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of the holders of Senior Debt.

     (b) If any holder of Senior Debt is required by any court or otherwise to
return to the Company, or any Custodian, trustee, or similar official acting in
relation to the Company, any amount paid by the Company to such holder of Senior
Debt, the provisions of this Article 11, to the extent theretofore discharged,
shall be reinstated in full force and effect; provided, however, that any
amounts paid pursuant to this Indenture to Holders of Securities shall not be
subject to disgorgement pursuant to the provisions of this paragraph (b).

                                      -49-

<PAGE>

Section 11.02. CERTAIN DEFINITIONS.

         "Designated Senior Debt" means (i) the Senior Bank Debt and (ii) any
other Senior Debt permitted under this Indenture the principal amount of which
at least the amount specified in the applicable supplemental indenture and that
has been designated by the Company as "Designated Senior Debt."

         "Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Debt.

         A "distribution" may consist of cash, securities or other property, by
set-off or otherwise.

Section 11.03. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, an
assignment for the benefit of creditors or any marshalling of the Company's
assets and liabilities:

         (1) holders of Senior Debt shall be entitled to receive payment in full
     of all Obligations due in respect of such Senior Debt (including interest
     after the commencement of any such proceeding at the rate specified in the
     applicable Senior Debt) before the Holders of Securities shall be entitled
     to receive any payment with respect to the Securities (except that Holders
     may receive (i) securities that are subordinated to at least the same
     extent as the Securities to (a) Senior Debt and (b) any securities issued
     in exchange for Senior Debt and (ii) payments and other distributions made
     from any defeasance trust created pursuant to Section 8.05 hereof); and

         (2) until all Obligations with respect to Senior Debt (as provided in
     subsection (1) above) are paid in full, any distribution to which the
     Holders of Securities would be entitled but for this Article shall be made
     to holders of Senior Debt (except that Holders may receive (i) securities
     that are subordinated to at least the same extent as the Securities to (a)
     Senior Debt and (b) any securities issued in exchange for Senior Debt and
     (ii) payments and other distributions made from any defeasance trust
     created pursuant to Section 8.05 hereof), as their interests may appear.

Section 11.04.  DEFAULT ON DESIGNATED SENIOR DEBT.

     (a) The Company may not make any payment or distribution to the Trustee or
any Holder in respect of the Securities and may not acquire from the Trustee or
any Holder any Securities for cash or property (other than (1) securities that
are subordinated to at least the same extent as the Securities to (A) Senior
Debt and (B) any securities issued in exchange for Senior Debt and (2) payments
and other distributions made from any defeasance trust created pursuant to
Section 8.05 hereof) until all principal and other Obligations with respect to
the Senior Debt have been paid in full if:

                                      -50-

<PAGE>

         (1) a default in the payment of the principal of, premium, if any, or
interest on Designated Senior Debt occurs and is continuing beyond any
applicable grace period in the agreement, indenture or other document governing
such Designated Senior Debt; or

         (2) a default, other than a default specified in Section 11.04(a)(i),
on Designated Senior Debt occurs and is continuing with respect to Designated
Senior Debt that then permits holders of the Designated Senior Debt as to which
such default relates to accelerate its maturity and the Trustee receives a
notice of the default (a "Payment Blockage Notice") from a Person who may give
it pursuant to Section 11.12 hereof. If the Trustee receives any such Payment
Blockage Notice, no subsequent Payment Blockage Notice shall be effective for
purposes of this Section unless and until (I) at least 360 days shall have
elapsed since the effectiveness of the immediately prior Payment Blockage Notice
and (II) all scheduled payments of principal and premium, if any, and interest
on the Securities that have come due (other than by reason of acceleration) have
been paid in full in cash. No default described in this paragraph (2) that
existed or was continuing on the date of delivery of any Payment Blockage Notice
to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage
Notice.

     (b) The Company may and shall resume payments on and distributions in
respect of the Securities and may acquire them:

         (i) in the case of a default described in Section 11.04(a)(1), upon the
     date on which the default is cured or waived, and

         (ii) in the case of a default referred to in Section 11.04(a)(2)
     hereof, the earlier of the date on which such default is cured or waived or
     179 days after the date on which the applicable Payment Blockage Notice is
     received, unless the maturity of any Designated Senior Debt has been
     accelerated,

if this Article otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

Section 11.05. ACCELERATION OF SECURITIES.

         If payment of the Securities is accelerated because of an Event of
Default, the Company shall promptly notify holders of Senior Debt of the
acceleration.

Section 11.06. WHEN DISTRIBUTION MUST BE PAID OVER.

         In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Securities at a time when the Trustee or such
Holder, as applicable, has actual knowledge that such payment is prohibited by
Section 11.04 hereof, such payment shall be held by the Trustee or such Holder,
in trust for the benefit of, and shall be paid forthwith over and delivered,
upon written request, to, the holders of Senior Debt as their interests may
appear or their Representative under the indenture or other agreement (if any)
pursuant to which Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of all Obligations with

                                      -51-

<PAGE>

respect to Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt.

         With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 11, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 11, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

Section 11.07. NOTICE BY COMPANY.

         The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Obligations
with respect to the Securities to violate this Article, but failure to give such
notice shall not affect the subordination of the Securities to the Senior Debt
as provided in this Article.

Section 11.08. SUBROGATION.

         After all Senior Debt is paid in full and until the Securities are paid
in full, Holders shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Securities) to the rights of holders of Senior
Debt to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders have been applied to the payment
of Senior Debt. A distribution made under this Article to holders of Senior Debt
that otherwise would have been made to Holders is not, as between the Company
and Holders, a payment by the Company on the Senior Debt.

Section 11.09. RELATIVE RIGHTS.

         This Article defines the relative rights of Holders and holders of
Senior Debt. Nothing in this Indenture shall:

         (i)   impair, as between the Company and Holders, the obligation of the
     Company, which is absolute and unconditional, to pay principal or and
     interest on the Securities in accordance with their terms;

         (ii)  affect the relative rights of Holders and creditors of the
     Company other than their rights in relation to holders of Senior Debt; or

         (iii) prevent the Trustee or any Holder from exercising its available
     remedies upon a Default or Event of Default, subject to the rights of
     holders and owners of Senior Debt to receive distributions and payments
     otherwise payable to Holders.

                                      -52-

<PAGE>

         If the Company fails because of this Article to pay principal of or
interest on a Security on the due date, the failure is still a Default or Event
of Default.

Section 11.10. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

         No right of any holder of Senior Debt to enforce the subordination of
the Indebtedness evidenced by the Securities shall be impaired by any act or
failure to act by the Company or any Holder or by the failure of the Company or
any Holder to comply with this Indenture.

Section 11.11. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

         Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

         Upon any payment or distribution of assets of the Company referred to
in this Article 11, the Trustee and the Holders shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt 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 11.

Section 11.12. RIGHTS OF TRUSTEE AND PAYING AGENT.

         Notwithstanding the provisions of this Article 11 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Securities, unless the Trustee shall have received at
its Corporate Trust Office of the Trustee at least five Business Days prior to
the date of such payment written notice of facts that would cause the payment of
any Obligations with respect to the Securities to violate this Article. Only the
Company or a Representative may give the notice. Nothing in this Article 11
shall impair the claims of, or payments to, the Trustee under or pursuant to
Section 7.07 hereof.

         The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.

Section 11.13. AUTHORIZATION TO EFFECT SUBORDINATION.

         Each Holder of a Security by the Holder's acceptance thereof authorizes
and directs the Trustee on the Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 11, and appoints the Trustee to act as the Holder's attorney-in-fact for
any and all such purposes. If the Trustee does not file a proper proof of claim
or proof of debt in the form required in any proceeding referred to in Section

                                      -53-

<PAGE>

6.09 hereof at least 30 days before the expiration of the time to file such
claim, the agent under the Credit Facility (or in the absence of such agent, the
lender) is hereby authorized to file an appropriate claim for and on behalf of
the Holders of the Securities.

Section 11.14. AMENDMENTS.

         The provisions of this Article 11 shall not be amended or modified
without the written consent of the holders of all Senior Debt.


                                  ARTICLE 12.
                                 MISCELLANEOUS

Section 12.01. TRUST INDENTURE ACT CONTROLS.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA ss.318(c), the imposed duties shall control.

Section 12.02. NOTICES.

         Any notice or communication by the Company or the Trustee to the others
is duly given if in writing and delivered in Person or mailed by first class
mail (registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

         If to the Company:

                  Pegasus Communications Corporation
                  c/o Pegasus Communications Management Company
                  225 City Lane Avenue, Suite 200
                  Bala Cynwyd, PA 19004
                  Telecopier No.:  (610) 934-7121
                  Attention:  Chief Financial Officer

         With a copy to:

                  Drinker Biddle & Reath LLP
                  One Logan Square
                  Eighteenth & Cherry Streets
                  Philadelphia, PA 19103
                  Telecopier No.:  (215) 988-2757
                  Attention:  Michael B. Jordan, Esq.

                                      -54-

<PAGE>

         If to the Trustee:

                  First Union National Bank
                  230 S. Tryon Street
                  Charlotte, NC  28288-1153
                  Telecopier No.:  (704) 374-6114
                  Attention:  Client Service Group

         With a copy to:

                  First Union National Bank
                  123 South Broad Street
                  PA 1249
                  Philadelphia, PA 19109
                  Telecopier No.:  (215) 985-7290
                  Attention:  Corporate Trust Administration

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

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

         Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA ss. 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

Section 12.03. COMMUNICATION BY HOLDERS OF SECURITIES WITH OTHER HOLDERS OF
               SECURITIES.

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

                                      -55-

<PAGE>

Section 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

     (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

     (b) an Opinion of Counsel in form and substance reasonably satisfactory to
he Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

Section 12.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA ss.
314(e) and shall include:

     (a) a statement that the Person making such certificate or opinion has read
such covenant or condition;

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

     (c) a statement that, in the opinion of such Person, he or she 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
satisfied; and

     (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied.

Section 12.06. RULES BY TRUSTEE AND AGENTS.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 12.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
               STOCKHOLDERS.

         No past, present or future director, officer, employee, incorporator or
stockholder of the Company, as such, shall have any liability for any
obligations of the Company under the Securities, this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.

                                      -56-

<PAGE>

Each Holder of Securities by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Securities.

Section 12.08. GOVERNING LAW.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE SECURITIES.

Section 12.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.10. SUCCESSORS.

         All agreements of the Company in this Indenture and the Securities
shall bind its respective successors. All agreements of the Trustee in this
Indenture shall bind its successors.

Section 12.11. SEVERABILITY.

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

Section 12.12. COUNTERPART ORIGINALS.

         The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

Section 12.13. TABLE OF CONTENTS, HEADINGS, ETC.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

                                      -57-

<PAGE>

                               SIGNATURES

         IN WITNESS WHEREOF, the parties have executed this Indenture as of the
date first written above.


                                              PEGASUS COMMUNICATIONS CORPORATION


                                              By: ______________________________
                                              Name:
                                              Title:
FIRST UNION NATIONAL BANK


By: _______________________________
Name:
Title: