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



                         Sabre Holdings Corporation

                                     TO

                               SunTrust Bank

                                 as Trustee

                                 ---------


                                 INDENTURE

                           Dated as of [ ], 2000

                         Providing for Issuance of

                         Debt Securities in Series



===========================================================================
<PAGE>
                         Sabre Holdings Corporation

         Certain Sections of this Indenture relating to Sections 310
through 318, inclusive, of the Trust Indenture Act of 1939:

    Trust Indenture
      Act Section                                          Indenture Section
      -----------                                          -----------------

 (S) 310(a)(1) ..........................................................609
         (a)(2) .........................................................609
         (a)(3) ..............................................Not Applicable
         (a)(4) ..............................................Not Applicable
         (b) ........................................................608,610
         (S) 311(a) .....................................................613
         (b) ............................................................613
(S) 312(a) ......................................................701, 702(a)
         (b) .........................................................702(b)
         (c) .........................................................702(c)
(S) 313(a) ...........................................................703(a)
         (b) .........................................................703(a)
         (c) .........................................................703(a)
         (d) .........................................................703(b)
(S) 314(a) ..............................................................704
         (a)(4) .....................................................101,704
         (b) .................................................Not Applicable
         (c)(1) .........................................................102
         (c)(2) .........................................................102
         (c)(3) ..............................................Not Applicable
         (d) .................................................Not Applicable
         (e) ............................................................102
(S) 315(a) ..............................................................601
         (b) ............................................................602
         (c) ............................................................601
         (d) ............................................................601
         (e) ............................................................514
(S) 316(a) ..............................................................101
         (a)(1)(A) ..................................................502,512
         (a)(1)(B) ......................................................513
         (a)(2)...............................................Not Applicable
         (b).............................................................508
         (c)..........................................................104(c)
(S) 317(a)(1)............................................................503
         (a)(2)..........................................................504
         (b)............................................................1003
(S) 318(a)...............................................................107

------------------
NOTE:  This reconciliation and tie shall not, for any purpose, be deemed
       to be a part of the Indenture.
<PAGE>
                            TABLE OF CONTENTS

                                                                       Page
                                                                       ----

                                Article One
          Definitions and Other Provisions of General Application

Section 101.  Definitions.................................................1
Section 102.  Compliance Certificates and Opinions........................8
Section 103.  Form of Documents Delivered to Trustee......................8
Section 104.  Acts of Holders; Record Dates...............................9
Section 105.  Notices, Etc...............................................10
Section 106.  Notice to Holders; Waiver..................................11
Section 107.  Conflict with Trust Indenture Act..........................11
Section 108.  Effect of Headings and Table of Contents...................11
Section 109.  Successors and Assigns.....................................12
Section 110.  Separability Clause........................................12
Section 111.  Benefits of Indenture......................................12
Section 112.  Governing Law..............................................12
Section 113.  Legal Holidays.............................................12


                                Article Two
                               Security Forms

Section 201.   Forms Generally...........................................12
Section 202.   Form of Face of Security..................................13
Section 203.   Form of Reverse of Security...............................15
Section 204.   Additional Provisions Required in Book-Entry Security.....19
Section 205.   Form of Trustee's Certificate of Authentication...........19


                               Article Three
                               The Securities

Section 301.   Amount Unlimited; Issuable in Series......................20
Section 302.   Denominations.............................................23
Section 303.   Execution, Authentication, Delivery and Dating............23
Section 304.   Temporary Securities......................................26
Section 305.   Registration; Registration of Transfer and Exchange.......26
Section 306.   Mutilated, Destroyed, Lost and Stolen Securities..........28
Section 307.   Payment of Interest; Interest Rights Preserved............29
Section 308.   Persons Deemed Owners.....................................30
Section 309.   Cancellation..............................................30
Section 310.   Computation of Interest...................................31
Section 311.   CUSIP Numbers.............................................31


                                Article Four
                         Satisfaction and Discharge

Section 401.   Satisfaction and Discharge of Indenture...................31
Section 402.   Application of Trust Money................................33


                                Article Five
                                  Remedies

Section 501.   Events of Default.........................................33
Section 502.   Acceleration of Maturity; Rescission and
               Annulment.................................................35
Section 503.   Collection of Indebtedness and Suits for
               Enforcement by Trustee....................................37
Section 504.   Trustee May File Proofs of Claim..........................37
Section 505.   Trustee May Enforce Claims Without Possession
               of Securities.............................................38
Section 506.   Application of Money Collected............................38
Section 507.   Limitation on Suits.......................................38
Section 508.   Unconditional Right of Holders to Receive Principal,
               Premium and Interest......................................39
Section 509.   Restoration of Rights and Remedies........................39
Section 510.   Rights and Remedies Cumulative............................40
Section 511.   Delay of Omission Not Waiver..............................40
Section 512.   Control by Holders........................................40
Section 513.   Waiver of Past Defaults...................................41
Section 514.   Undertaking for Costs.....................................41


                                Article Six
                                The Trustee

Section 601.   Certain Duties and Responsibilities.......................41
Section 602.   Notice of Defaults........................................42
Section 603.   Certain Rights of Trustee.................................42
Section 604.   Not Responsible for Recitals or Issuance of
               Securities................................................43
Section 605.   May Hold Securities and Serve as Trustee Under
               Other Indentures..........................................44
Section 606.   Money Held in Trust.......................................44
Section 607.   Compensation and Reimbursement............................44
Section 608.   Disqualification; Conflicting Interests...................45
Section 609.   Corporate Trustee Required; Eligibility...................45
Section 610.   Resignation and Removal; Appointment of Successor.........45
Section 611.   Acceptance of Appointment by Successor....................47
Section 612.   Merger, Conversion, Consolidation or Succession
               to Business...............................................49
Section 613.   Preferential Collection of Claims Against Company.........49
Section 614.   Investment of Certain Payments Held by the Trustee........49
Section 615.   Appointment of Authenticating Agent.......................50


                               Article Seven
             Holders' Lists and Reports by Trustee and Company

Section 701.   Company to Furnish Trustee Names and Addresses of
               Holders...................................................52
Section 702.   Preservation of Information; Communications to
               Holders...................................................52
Section 703.   Reports by Trustee........................................52
Section 704.   Reports by Company........................................53


                               Article Eight
            Consolidation, Merger, Conveyance, Transfer or Lease

Section 801.   Company May Consolidate, Etc..............................53
Section 802.   Successor Substituted.....................................54
Section 803.   Officers' Certificate  and Opinion of Counsel.............54


                                Article Nine
                          Supplemental Indentures

Section 901.   Supplemental Indentures Without Consent of Holders........55
Section 902.   Supplemental Indentures with Consent of Holders...........56
Section 903.   Execution of Supplemental Indentures......................57
Section 904.   Effect of Supplemental Indentures.........................58
Section 905.   Conformity with Trust Indenture Act.......................58
Section 906.   Reference in Securities to Supplemental Indentures........58


                                Article Ten
                                 Covenants

Section 1001.  Payment of Principal, Premium and Interest................58
Section 1002.  Maintenance of Office or Agency...........................58
Section 1003.  Money for Securities Payments to Be Held in Trust.........59
Section 1004.  Corporate Existence.......................................60
Section 1005.  Restrictions on Secured Debt..............................61
Section 1006.  Restrictions on Sale and Leaseback Transactions...........61
Section 1007.  Waiver of Certain Covenants...............................62
Section 1008.  Compliance Certificate....................................62


                               Article Eleven
                          Redemption of Securities

Section 1101.  Applicability of Article..................................63
Section 1102.  Election to Redeem; Notice to Trustee.....................63
Section 1103.  Selection by Trustee of Securities to Be Redeemed.........63
Section 1104.  Notice of Redemption......................................64
Section 1105.  Deposit of Redemption Price...............................65
Section 1106.  Securities Payable on Redemption Date.....................65
Section 1107.  Securities Redeemed in Part...............................65


                               Article Twelve
                               Sinking Funds

Section 1201.  Applicability of Article..................................66
Section 1202.  Satisfaction of Sinking Fund Payments with Securities.....66
Section 1203.  Redemption of Securities for Sinking Fund.................66


                              Article Thirteen
                     Defeasance and Covenant Defeasance

Section 1301.  Applicability of Article; Company's Option to Effect
               Defeasance or Covenant Defeasance.........................67
Section 1302.  Defeasance and Discharge..................................67
Section 1303.  Covenant Defeasance.......................................68
Section 1304.  Conditions to Defeasance or Covenant Defeasance...........68
Section 1305.  Deposited Money and U.S. Government Obligations to be
               Held in Trust; Other  Miscellaneous Provisions............71
Section 1306.  Reinstatement.............................................72
Section 1307.  Qualifying Trustee........................................72


                              Article Fourteen
 Immunity of Incorporators, Stockholders, Officers, Directors and Employees

Section 1401.  Exemption from Individual Liability.......................72


NOTE:  This table of contents shall not, for any purpose, be deemed to
       be a part of the Indenture.
<PAGE>
          INDENTURE,  dated  as  of  [  ],  2000,  between  Sabre  Holdings
Corporation,  a corporation  duly  organized and existing under the laws of
the State of Delaware  (herein called the "Company"),  having its principal
office at 4255 Amon Carter Boulevard, Fort Worth, Texas 76155, and SunTrust
Bank,  a  Georgia  banking  corporation,  as  Trustee  (herein  called  the
"Trustee").

                          RECITALS OF THE COMPANY

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

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

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

Article One

          Definitions and Other Provisions of General Application

Section 101.  Definitions.
              -----------

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

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

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

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

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

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

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

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

          "Attributable  Debt"  means  , in  connection  with  a  sale  and
leaseback  transaction involving a lease with an original term of more than
12 months,  (i) the present  value of the total net amount of rent required
to be paid  under  such  lease  during  the  remaining  term  of the  lease
(including  any  renewal  term or  period  for  which  such  lease has been
extended),  discounted at the rate of interest set forth or implicit in the
terms of such lease or, if not  practicable  to determine  such a rate, the
weighted  average  interest  rate per year borne by the debt  securities of
each series outstanding under this Indenture compounded  semi-annually,  or
(ii) if the obligation with respect to such sale and leaseback  transaction
is required to be classified  and accounted for as a capitalized  lease for
financial   reporting   purposes  in  accordance  with  generally  accepted
accounting  principles,  the amount equal to the capitalized amount of such
obligation  determined in accordance  with  generally  accepted  accounting
principles and included in the financial statements of the lessee.

          "Authenticating Agent" means any Person authorized by the Trustee
pursuant  to Section  615 to act on behalf of the  Trustee to  authenticate
Securities of one or more series.

          "Board of  Directors"  means either the board of directors of the
Company or any duly authorized committee of that board.

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

          "Book-Entry  Security" means a Security in the form prescribed in
Section 204 evidencing all or part of a series of Securities, issued to the
Depositary  for such series or its nominee,  and  registered in the name of
such Depositary or such nominee.

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

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

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

          "Company  Request" or "Company  Order" means a written request or
order signed in the name of the Company by its  Chairman of the Board,  its
Chief Executive Officer, its President, its Chief Financial Officer, a Vice
Chairman  of the  Board  or a Vice  President,  and  by its  Treasurer,  an
Assistant Treasurer, its Controller, an Assistant Controller, its Secretary
or an Assistant Secretary, and delivered to the Trustee.

          "Consolidated  Net Assets" means the aggregate  amount of assets,
less  reserves  and  other  deductible   items,   after  deducting  current
liabilities,  as shown on Company's most recent consolidated  balance sheet
and prepared in accordance with generally accepted accounting principles.

          "Corporate  Trust  Office"  means  the  principal  office  of the
Trustee at which at any particular  time its corporate trust business shall
be principally administered, which office at the date of original execution
of this Indenture is located at 25 Park Place,  N.E., 24th Floor,  Atlanta,
Georgia  30303-2900,  except  that,  with  respect to  presentation  of the
Securities  for payment or  registration  of transfers or exchanges and the
location  of the  register,  such term  means  the  office or agency of the
Trustee at which at any particular time its corporate agency business shall
be conducted.

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

          "Depositary"  means, with respect to the Securities of any series
issuable  or  issued  in  whole  or in  part  in the  form  of one or  more
Book-Entry Securities,  the Person designated as Depositary for such series
by the Company  pursuant to Section  301,  which Person shall be a clearing
agency registered under the Securities  Exchange Act of 1934; and if at any
time there is more than one such Person,  "Depositary" as used with respect
to the Securities of any series shall mean the  Depositary  with respect to
the Securities of such series.

          "Domestic  Subsidiary"  means a subsidiary  of the Company  which
owns a Principal  Domestic Property and transacts  substantially all of its
business or maintains  substantially  all of its property within the United
States,  excluding its  territories,  possessions and Puerto Rico. The term
does not include any  subsidiary  which is engaged  primarily  in financing
operations  outside of the United States or in leasing personal property or
financing inventory, receivables or other property.

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

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

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

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

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

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

          "Officers'   Certificate"  means  a  certificate  signed  by  the
Chairman of the Board,  the Chief  Executive  Officer,  the President,  the
Chief Financial  Officer,  a Vice Chairman of the Board or a Vice President
and by the Treasurer, an Assistant Treasurer, the Controller,  an Assistant
Controller,  the Secretary or an Assistant  Secretary,  of the Company, and
delivered to the Trustee.

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

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

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

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

          (ii)  Securities  for whose  payment or  redemption  money in the
necessary  amount has been  theretofore  deposited  with the Trustee or any
Paying Agent (other than the Company or any of its Affiliates) in trust for
the Holders of such Securities; provided, that if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to Section
1104 of this Indenture or provision  therefor  satisfactory  to the Trustee
has been made;

          (iii) Securities,  except to the extent provided in Sections 1302
and 1303,  with  respect to which the Company has  effected  defeasance  or
covenant defeasance as provided in Article Thirteen; and

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

provided, however, that in determining whether the Holders of the requisite
principal  amount of the Outstanding  Securities have given,  made or taken
any request, demand,  authorization,  direction, notice, consent, waiver or
other action  hereunder,  or whether  sufficient  funds are  available  for
redemption  or for any other  purpose,  and for the  purpose  of making the
calculations  required by Section 313 of the Trust  Indenture  Act, (i) the
principal  amount of an  Original  Issue  Discount  Security  that shall be
deemed to be Outstanding  shall be the amount of the principal thereof that
would  be due  and  payable  as of the  date  of  such  determination  upon
acceleration  of the Maturity  thereof  pursuant to Section  502,  (ii) the
principal  amount  of  a  Security  denominated  in  one  or  more  foreign
currencies  or  currency  units  shall  be  the  U.S.  dollar   equivalent,
determined  in the manner  provided as  contemplated  by Section 301 on the
date of original issuance of such Security, of the principal amount (or, in
the case of an Original Issue Discount Security, the U.S. dollar equivalent
on the date of original  issuance of such Security of the amount determined
as provided in (i) above) of such Security,  (iii) the principal  amount of
any indexed  security that may be counted in making such  determination  or
calculation  and that shall be deemed to be  Outstanding  for such  purpose
shall be equal to the  principal  face amount of such  indexed  security at
original issuance,  unless otherwise provided with respect to such Security
pursuant  to Section  301,  and (iv)  except for the  purpose of making the
calculations required by Section 313 of the Trust Indenture Act, Securities
owned by the  Company  or any  other  obligor  upon the  Securities  or any
Affiliate of the Company or of such other obligor shall be disregarded  and
deemed not to be  Outstanding,  except  that,  in  determining  whether the
Trustee  shall be  protected  in  relying  upon any such  request,  demand,
authorization,  direction,  notice,  consent,  waiver or other action, only
Securities which a Responsible  Officer of the Trustee actually knows to be
so owned  shall be so  disregarded.  Securities  so owned  which  have been
pledged  in good  faith  may be  regarded  as  Outstanding  if the  pledgee
establishes to the  satisfaction  of the Trustee the pledgee's  right so to
act with respect to such Securities and that the pledgee is not the Company
or any other obligor upon the Securities or any Affiliate of the Company or
of such other obligor.

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

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

          "Place of Payment",  when used with respect to the  Securities of
any  series,  means  the place or places  where  the  principal  of and any
premium  and  interest  on the  Securities  of that  series are  payable as
specified as contemplated by Sections 301 and 1002.

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

          "Principal  Domestic  Property" means any building,  structure or
other facility,  together with the land on which it is erected and fixtures
comprising  a part  of  it,  used  primarily  for  information  processing,
research  or  housing   hardware  or  software   required  for  information
processing,  located  in the  United  States,  excluding  its  territories,
possessions  and Puerto Rico,  owned or leased by the Company or one of the
Company's  subsidiaries  and  having a net book  value in  excess  of 1% of
Consolidated Net Assets,  other than any such building,  structure or other
facility or a portion  which the  Company's  principal  executive  officer,
president and principal financial officer determine in good faith is not of
material  importance to the total business conducted or assets owned by the
Company and its subsidiaries as an entirety.

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

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

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

          "Responsible  Officer",  when used with  respect to the  Trustee,
means any officer  assigned by the Trustee to  administer  corporate  trust
matters  and also  means,  with  respect to a  particular  corporate  trust
matter, any other officer to whom such matter is referred because of his or
her knowledge of and familiarity with the particular subject.

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

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

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

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

          "Subsidiary" means any corporation, association or other business
entity of which more than 50% of the outstanding  Voting Interests is owned
directly or indirectly by the Company or by one or more other  Subsidiaries
or by the Company and one or more Subsidiaries.

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

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

          "U.S.  Government  Obligations"  has  the  meaning  specified  in
Section 1304.

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

          "Voting Interests" means, with respect to any Person, any and all
shares,  interests,  participations  or other equivalents in equity of such
Person,  ordinarily having the power to vote for the election of directors,
managers or other voting members of the governing body of such Person.

Section 102.   Compliance Certificates and Opinions.
               ------------------------------------

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

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

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

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

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

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

Section 103.   Form of Documents Delivered to Trustee.
               --------------------------------------

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

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

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

Section 104.   Acts of Holders; Record Dates.
               -----------------------------

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

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

          (c)  The Company may fix any day as the record date for the
               purpose of determining the Holders of Securities of any
               series entitled to give or take any request, demand,
               authorization, direction, notice, consent, waiver or other
               action, or to vote on any action, authorized or permitted to
               be given or taken by Holders of Securities of such series.
               If not set by the Company prior to the first solicitation of
               a Holder of Securities of such series made by any Person in
               respect of any such action, or, in the case of any such
               vote, prior to such vote, the record date for any such
               action or vote shall be the 30th day (or, if later, the date
               of the most recent list of Holders required to be provided
               pursuant to Section 701) prior to such first solicitation or
               vote, as the case may be. With regard to any record date for
               action to be taken by the Holders of one or more series of
               Securities, only the Holders of Securities of such series on
               such date (or their duly designated proxies) shall be
               entitled to give or take, or vote on, the relevant action.

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

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

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

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

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

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

Section 106.   Notice to Holders; Waiver.
               -------------------------

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

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

Section 107.   Conflict with Trust Indenture Act.
               ---------------------------------

          If any provision  hereof  limits,  qualifies or conflicts  with a
provision of the Trust  Indenture Act that is required under such Act to be
a part of and govern this Indenture, the latter provision shall control. If
any provision of this  Indenture  modifies or excludes any provision of the
Trust  Indenture  Act that  may be so  modified  or  excluded,  the  latter
provision  shall be deemed to apply to this  Indenture as so modified or to
be excluded, as the case may be.

Section 108.   Effect of Headings and Table of Contents.
               ----------------------------------------

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

Section 109.   Successors and Assigns.
               ----------------------

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

Section 110.   Separability Clause.
               -------------------

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

Section 111.   Benefits of Indenture.
               ---------------------

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

Section 112.   Governing Law.
               -------------

          THIS  INDENTURE  AND THE  SECURITIES  SHALL  BE  GOVERNED  BY AND
CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE  STATE OF NEW YORK  WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Section 113.   Legal Holidays.
               --------------

          In any case where any Interest  Payment  Date,  Redemption  Date,
Stated  Maturity or Maturity of any Security shall not be a Business Day at
any Place of Payment,  then  (notwithstanding  any other  provision of this
Indenture or of the Securities (other than a provision of the Securities of
any series which  specifically  states that such  provision  shall apply in
lieu of this Section))  payment of interest or principal  (and premium,  if
any) need not be made at such Place of  Payment  on such  date,  but may be
made on the next succeeding  Business Day at such Place of Payment with the
same  force  and  effect  as if  made on the  Interest  Payment  Date,  the
Redemption Date, or at the Stated Maturity or Maturity;  provided,  that no
interest shall accrue for the intervening period.

                                ARTICLE TWO

                               SECURITY FORMS

Section 201.   Forms Generally.
               ---------------

          The Securities of each series shall be in substantially  the form
set forth in this Article, or in such other form as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto,  in  each  case  with  such  appropriate   insertions,   omissions,
substitutions  and other  variations  as are  required or permitted by this
Indenture,   and  may  have  such  letters,   numbers  or  other  marks  of
identification  and such legends or  endorsements  placed thereon as may be
required to comply with the rules of any securities  exchange or Depositary
therefor or as may,  consistently  herewith,  be determined by the officers
executing  such  Securities,   as  evidenced  by  their  execution  of  the
Securities.  If the form of Securities of any series is established  by, or
by action taken pursuant to, a Board  Resolution,  a copy of an appropriate
record of such action shall be  certified by the  Secretary or an Assistant
Secretary  of the Company and  delivered  to the Trustee at or prior to the
delivery  of  the  Company  Order  contemplated  by  Section  303  for  the
authentication and delivery of such Securities.

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

Section 202.   Form of Face of Security.
               ------------------------

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

                         Sabre Holdings Corporation
                         --------------------------

No.                                                               $
   ---------                                                       -------
                                                  CUSIP NO.
                                                           ---------------

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

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

          Payment  of the  principal  of  (and  premium,  if  any)  and [if
applicable,  insert -- any such]  interest on this Security will be made at
the  office  or  agency  of the  Company  maintained  for that  purpose  in
____________, in such coin or currency of [the United States of America] as
at the time of payment is legal  tender for  payment of public and  private
debts [if applicable,  insert --; provided,  however, that at the option of
the Company  payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register  or by  wire  transfer  to an  account  maintained  by the  Person
entitled thereto as specified in the Security Register,  provided that such
Person shall have given the Trustee written wire instructions at least five
Business Days prior to the applicable Interest Payment Date.]

          [If the Security is payable in a foreign currency,  currency unit
or composite currency insert -- the appropriate provision.]

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

          Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual signature,  this
Security  shall not be entitled to any benefit  under the  Indenture  or be
valid or obligatory for any purpose.
<PAGE>
          IN WITNESS WHEREOF,  the Company has caused this instrument to be
duly executed under its corporate seal.

                                       Sabre Holdings Corporation

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

Attest:


------------------------------
Title:

Section 203.   Form of Reverse of Security.
               ---------------------------

          This Security is one of a duly authorized  issue of securities of
the Company  (herein called the  "Securities"),  issued and to be issued in
one or more series under an Indenture, dated as of [ ], 2000 (herein called
the "Indenture"), between the Company and SunTrust Bank, as Trustee (herein
called the "Trustee",  which term includes any successor  trustee under the
Indenture),  to which  Indenture and all  indentures  supplemental  thereto
reference  is  hereby  made  for a  statement  of  the  respective  rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee,  the  Holders  of the  Securities  and of the terms upon which the
Securities are, and are to be,  authenticated and delivered.  This Security
is one of the series  designated on the face hereof [, intially  limited in
aggregate principal amount to $______].

          [If  applicable,  insert -- The  Securities  of this  series  are
subject to  redemption  upon not less than 30 nor more than 60 days' notice
by mail,  such 30 or 60 days,  as the case may be, to be  counted  from the
date notice is mailed, [if applicable,  insert -- (1) on ______ in any year
commencing  with the year ______ and ending  with the year  ______  through
operation of the sinking  fund for this series at a Redemption  Price equal
to  100%  of the  principal  amount,  and  (2)] at any  time  [on or  after
____________, 20__], as a whole or in part, at the election of the Company,
[at Redemption Prices  determined as follows:] at the following  Redemption
Prices (expressed as percentages of the principal amount): [If redeemed [on
or  before  ________,  ___%]:  If  redeemed  on or  before  ______,  and if
redeemed]  during  the  12-month  period  beginning  ______  of  the  years
indicated,

     Year            Redemption              Year            Redemption
     ----               Price                ----              Price
                        -----                                  -----

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

          [If  applicable,  insert -- The  Securities  of this  series  are
subject to  redemption  upon not less than 30 nor more than 60 days' notice
by mail,  such 30 or 60 days,  as the case may be, to be  counted  from the
date notice is mailed,  (1) on _____ in any year  commencing  with the year
___ and ending with the year ___ through  operation of the sinking fund for
this series at the Redemption  Prices for redemption  through  operation of
the sinking fund  (expressed as  percentages  of the principal  amount) set
forth in the table below, and (2) at any time [on or after __________],  as
a whole or in part,  at the  election  of the  Company,  at the  Redemption
Prices for redemption  otherwise than through operation of the sinking fund
(expressed as percentages  of the principal  amount) set forth in the table
below: If redeemed during the 12-month period  beginning  __________ of the
years indicated,

Year                 Redemption Price               Redemption Price for
----                 For Redemption                 Redemption Otherwise
                     Through Operation              Than Through Operation
                     of the Sinking Fund            of the Sinking Fund
                     -------------------            -------------------






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

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

          [If the Securities do not have a sinking fund, then insert -- the
Securities do not have the benefit of any sinking fund obligations.]

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

          [If the  Security  is not  subject to  redemption,  insert -- The
Securities of this series are not redeemable prior to Stated Maturity.]

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

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

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

          [If  the  Security  is  an  indexed   security,   insert  --  the
appropriate provision.]

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

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

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

          The  Securities  of this series are issuable  only in  registered
form  without  coupons in  denominations  of $1,000 or  integral  multiples
thereof.  As provided in the Indenture  and subject to certain  limitations
therein set forth,  Securities of this series are  exchangeable  for a like
aggregate  principal  amount of Securities of this series and of like tenor
of  a  different  authorized  denomination,  as  requested  by  the  Holder
surrendering the same.

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

          No recourse  shall be had for the payment of the principal of (or
premium,  if any) or the interest on this Security,  or for any claim based
hereon,  or otherwise in respect  hereof,  or based on or in respect of the
Indenture or any indenture supplemental thereto,  against any incorporator,
stockholder,  officer,  director or  employee,  as such,  past,  present or
future, of the Company or any successor  corporation,  whether by virtue of
any  constitution,  statute or rule of law,  or by the  enforcement  of any
assessment  or penalty  or  otherwise,  all such  liability  being,  by the
acceptance  hereof and as part of the  consideration  for the issue hereof,
expressly waived and released.

          Prior to due  presentment  of this Security for  registration  of
transfer,  the  Company,  the  Trustee  and any agent of the Company or the
Trustee may treat the Person in whose name this  Security is  registered as
the  owner  hereof  for  all  purposes  (subject  to  Section  307  of  the
Indenture),  whether or not this  Security  be  overdue,  and  neither  the
Company,  the Trustee nor any such agent shall be affected by notice to the
contrary.

          All  terms  used  in  this  Security  which  are  defined  in the
Indenture  shall have the meanings  assigned to them in the Indenture.  The
Indenture  and  this  Security  shall  be  governed  by  and  construed  in
accordance  with the laws of the  State of New York  without  regard to the
conflicts of laws principles thereof.

Section 204.   Additional Provisions Required in Book-Entry Security.
               -----------------------------------------------------

          Any Book-Entry  Security issued  hereunder  shall, in addition to
the  provisions  contained  in Sections  202 and 203 and in addition to any
legend  required  by the  Depositary,  bear a legend in  substantially  the
following form:

          "This Security is a Book-Entry Security within the meaning of the
Indenture  hereinafter  referred  to and is  registered  in the  name  of a
Depositary or a nominee of a Depositary.  This Security is exchangeable for
Securities  registered in the name of a Person other than the Depositary or
its nominee only in the limited  circumstances  described in the  Indenture
and may not be transferred except as a whole by the Depositary to a nominee
of the  Depositary or by a nominee of the  Depositary to the  Depositary or
another nominee of the Depositary."

Section 205.   Form of Trustee's Certificate of Authentication.
               -----------------------------------------------

          The  Trustees   certificate   of   authentication   shall  be  in
substantially the following form:

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

Dated:
      ---------------
                                         SunTrust Bank,
                                         As Trustee



                                         By
                                            -------------------------------
                                                Authorized Signatory

                               ARTICLE THREE

                               THE SECURITIES

Section 301.   Amount Unlimited; Issuable in Series.
               ------------------------------------

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

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

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

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

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

               (4)  the date or dates on which the principal of and
                    premium, if any, on the Securities of the series is
                    payable, or method by which such date or dates shall be
                    determined or extended;

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

               (6)  if other than the Corporate Trust Office of the
                    Trustee, the place or places where the principal of and
                    any premium and interest on Securities of the series
                    shall be payable or where Securities of a series may be
                    surrendered for registration of transfer or exchange;

               (7)  the period or periods within which, the price or prices
                    at which, the currency or currencies, currency units or
                    composite currencies 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;

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

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

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

               (11) if the amount of payments of principal of or any
                    premium or interest on any Securities of the series may
                    be determined with reference to an index, formula or
                    other method, the index, formula or other method by
                    which such amounts shall be determined;

               (12) if the amount Outstanding of an indexed security for
                    purposes of the definition of "Outstanding" is to be
                    other than the principal face amount at original
                    issuance, the method of determination of such amount;

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

               (14) if other than the principal amount thereof, the portion
                    of the principal amount of Securities of the series
                    which shall be payable upon declaration of acceleration
                    of the Maturity thereof pursuant to Section 502 or the
                    method by which such portion shall be determined;

               (15) if either or both of Section 1302 or 1303 does not
                    apply to the Securities of any series;

               (16) whether the Securities of the series shall be issued in
                    whole or in part in the form of one or more Book-Entry
                    Securities and, in such case, the Depositary with
                    respect to such Book-Entry Security or Securities and
                    the circumstances under which any Book-Entry Security
                    may be registered for transfer or exchange, or
                    authenticated and delivered, in the name of a Person
                    other than such Depositary or its nominee, if other
                    than as set forth in Section 305;

               (17) the rights, if any, of a Holder to renew or extend the
                    maturity of the Securities of the series;

               (18) the obligation, if any, of the Company to permit the
                    conversion or exchange of the Securities of the series
                    into the Company's common stock, preferred stock or
                    other securities, and the terms and conditions upon
                    which such conversion or exchange may be effected
                    (including, without limitation, the initial conversion
                    price or rate, the conversion period, the conversion
                    agent, any adjustment of the applicable conversion
                    price or rate and any requirements relative to the
                    reservation or such shares or securities for purposes
                    of such conversion;

               (19) the terms, if any, pursuant to which the Securities of
                    the series will be made subordinate in right of payment
                    to senior indebtedness of the Company, and the terms of
                    such subordination;

               (20) any additional, modified or different covenants or
                    Events of Default applicable to one or more particular
                    series of Securities;

               (21) whether the Securities of a series will be issued as
                    part of units consisting of Securities and other
                    securities of the Company or another issuer; and

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

          All Securities of any one series shall be substantially identical
except as to  denomination  and except as may  otherwise  be provided in or
pursuant to the Board Resolution  referred to above and (subject to Section
303) set forth,  or  determined  in the manner  provided,  in the Officers'
Certificate referred to above or in any such indenture supplemental hereto.
All  Securities  of any one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series.

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

Section 302.   Denominations.
               -------------

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

Section 303.   Execution, Authentication, Delivery and Dating.
               ----------------------------------------------

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

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

          At any  time  and  from  time to time  after  the  execution  and
delivery of this  Indenture,  the Company  may  deliver  Securities  of any
series executed by the Company to the Trustee for authentication,  together
with  a  Company  Order  for  the   authentication  and  delivery  of  such
Securities,  and the Trustee in  accordance  with the  Company  Order shall
authenticate  and deliver or make  available for delivery such  Securities;
provided,  however, that in the case of Securities of a series that are not
to be originally  issued at one time,  the Trustee shall  authenticate  and
deliver or make available for delivery such Securities from time to time in
accordance with such other procedures (including,  without limitation,  the
receipt by the Trustee of oral or electronic  instructions from the Company
or its duly authorized agents, promptly confirmed in writing) acceptable to
the Trustee as may be specified by or pursuant to a Company Order delivered
to the Trustee prior to the time of the first  authentication of Securities
of such  series.  If the form or forms  or terms of the  Securities  of the
series  have  been  established  in  or  pursuant  to  one  or  more  Board
Resolutions  as permitted by Sections 201 and 301, in  authenticating  such
Securities,  and  accepting  the  additional  responsibilities  under  this
Indenture in relation to such Securities,  the Trustee shall be entitled to
receive,  and (subject to Section 601) shall be fully  protected in relying
upon, an Opinion of Counsel stating,

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

          (b)  if the terms of such Securities have been, or in the case of
               Securities of a series that are not to be originally issued
               at one time, will be established by or pursuant to Board
               Resolution as permitted by Section 301, that such terms have
               been, or in the case of Securities of a series that are not
               to be originally issued at one time, will be established in
               conformity with the provisions of this Indenture, subject,
               in the case of Securities of a series that are not to be
               originally issued at one time, to any conditions specified
               in such Opinion of Counsel; and

          (c)  that such Securities, when authenticated and delivered by
               the Trustee and issued by the Company in the manner and
               subject to any conditions specified in such Opinion of
               Counsel, will constitute valid and legally binding
               obligations of the Company enforceable in accordance with
               their terms, subject to bankruptcy, insolvency, fraudulent
               transfer, reorganization, moratorium and similar laws of
               general applicability relating to or affecting creditors'
               rights and to general equity principles; provided, that such
               Opinion of Counsel need express no opinion as to whether a
               court in the United States would render a money judgment in
               currency other than that of the United States.

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

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

          If the Company shall  establish  pursuant to Section 301 that the
Securities  of a series are to be issued in whole or in part in the form of
one or more Book-Entry  Securities,  then the Company shall execute and the
Trustee shall,  in accordance  with this Section and the Company Order with
respect to such  series,  authenticate  and deliver or make  available  for
delivery one or more  Securities in such form that (i) shall  represent and
shall be denominated in an amount equal to the aggregate  principal  amount
of the  Outstanding  Securities  of such series to be  represented  by such
Book-Entry Security or Securities,  (ii) shall be registered in the name of
the Depositary for such Book-Entry Security or Securities or the nominee of
such Depositary, (iii) shall be delivered by the Trustee to such Depositary
or pursuant to such Depositary's instruction and (iv) shall bear the legend
set forth in Section 204.

          Unless  otherwise  established  pursuant  to  Section  301,  each
Depositary  designated  pursuant to Section 301 for a  Book-Entry  Security
must,  at the time of its  designation  and at all times while it serves as
Depositary,  be a clearing agency registered under the Securities  Exchange
Act of 1934 and any other  applicable  statute or  regulation.  The Trustee
shall  have  no  responsibility  to  determine  if  the  Depositary  is  so
registered.  Each Depositary shall enter into an agreement with the Trustee
governing  the  respective  duties  and rights of such  Depositary  and the
Trustee with regard to Book-Entry Securities.

          Each Security shall be dated the date of its authentication.

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

Section 304.   Temporary Securities.
               --------------------

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

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

Section 305.   Registration; Registration of Transfer and Exchange.
               ---------------------------------------------------

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

          Notwithstanding  anything herein to the contrary,  there shall be
only one Security Register with respect to each series of Securities.

          Upon  surrender for  registration  of transfer of any Security of
any series at the office or agency of the Company in a Place of Payment for
that series, the Company shall execute,  and the Trustee shall authenticate
and deliver or make  available for delivery,  in the name of the designated
transferee or  transferees,  one or more new Securities of the same series,
of any authorized  denominations  and of a like aggregate  principal amount
and tenor.

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

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

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

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

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

          Notwithstanding  the foregoing,  any Book-Entry Security shall be
exchangeable  pursuant to this Section 305 for Securities registered in the
names of Persons other than the Depositary for such Security or its nominee
only if (i) such  Depositary  notifies  the Company that it is unwilling or
unable to continue as Depositary for such Book-Entry  Security or if at any
time such Depositary  ceases to be a clearing agency  registered  under the
Securities  Exchange  Act of 1934,  as  amended  and the  Company  does not
appoint a successor  Depositary  within 90 days after receipt by it of such
notice  or  after it  becomes  aware of such  cessation,  (ii) the  Company
executes and delivers to the Trustee a Company  Order that such  Book-Entry
Security shall be so exchangeable or (iii) there shall have occurred and be
continuing  an  Event  of  Default  with  respect  to the  Securities.  Any
Book-Entry Security that is exchangeable pursuant to the preceding sentence
shall be  exchangeable  for  Securities  registered  in such  names as such
Depositary shall direct.

          Notwithstanding any other provision in this Indenture, unless and
until it is  exchanged in whole or in part for  Securities  that are not in
the  form  of a  Book-Entry  Security,  a  Book-Entry  Security  may not be
transferred or exchanged  except as a whole by the Depositary  with respect
to such Book-Entry Security to a nominee of such Depositary or by a nominee
of  such   Depositary  to  such  Depositary  or  another  nominee  of  such
Depositary.

          None  of the  Company,  the  Trustee,  any  Paying  Agent  or the
Security Registrar will have any responsibility or liability for any aspect
of the  records  relating  to or  payments  made on account  of  beneficial
ownership   interests  in  a  Book-Entry   Security  or  for   maintaining,
supervising or reviewing any records relating to such beneficial  ownership
interests.

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

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

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

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

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

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

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

Section 307.   Payment of Interest; Interest Rights Preserved.
               ----------------------------------------------

          Except as otherwise  provided as contemplated by Section 301 with
respect to any series of  Securities,  interest  on any  Security  which is
payable,  and is  punctually  paid or duly  provided  for, on any  Interest
Payment  Date shall be paid to the Person in whose name that  Security  (or
one or more Predecessor  Securities) is registered at the close of business
on the  Regular  Record  Date for such  interest  at the  office  or agency
maintained for such purpose  pursuant to Section 1002;  provided,  however,
that at the option of the  Company,  interest on  Securities  of any series
that bear  interest  may be paid (i) by check  mailed to the address of the
Person entitled thereto as it shall appear on the Security Register or (ii)
by wire transfer to an account maintained by the Person entitled thereto as
specified in the Security Register;  provided,  that such Person shall have
given the Trustee  written wire  instructions  at least five  Business Days
prior to the applicable Interest Payment Date.

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

               (1)  The Company may elect to make payment of any Defaulted
                    Interest to the Persons in whose names the Securities
                    of such series (or their respective Predecessor
                    Securities) are registered at the close of business on
                    a Special Record Date for the payment of such Defaulted
                    Interest, which shall be fixed in the following manner.
                    The Company shall notify the Trustee in writing of the
                    amount of Defaulted Interest proposed to be paid on
                    each Security of such series and the date of the
                    proposed payment, and at the same time the Company
                    shall deposit with the Trustee an amount of money equal
                    to the aggregate amount proposed to be paid in respect
                    of such Defaulted Interest or shall make arrangements
                    satisfactory to the Trustee for such deposit prior to
                    the date of the proposed payment such money when
                    deposited to be held in trust for the benefit of the
                    Persons entitled to such Defaulted Interest as in this
                    Clause provided. Thereupon the Trustee shall fix a
                    Special Record Date for the payment of such Defaulted
                    Interest which shall be not more than 15 days and not
                    less than 10 days prior to the date of the proposed
                    payment and not less than 10 days after the receipt by
                    the Trustee of the notice of the proposed payment. The
                    Trustee shall promptly notify the Company of such
                    Special Record Date and, in the name and at the expense
                    of the Company, shall cause notice of the proposed
                    payment of such Defaulted Interest and the Special
                    Record Date therefor to be mailed, first-class postage
                    prepaid, to each Holder of Securities of such series at
                    his address as it appears in the Security Register, not
                    less than 10 days prior to such Special Record Date.
                    Notice of the proposed payment of such Defaulted
                    Interest and the Special Record Date therefor having
                    been so mailed, such Defaulted Interest shall be paid
                    to the Persons in whose names the Securities of such
                    series (or their respective Predecessor Securities) are
                    registered at the close of business on such Special
                    Record Date and shall no longer be payable pursuant to
                    the following Clause (2).

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

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

Section 308.   Persons Deemed Owners.
               ---------------------

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

Section 309.   Cancellation.
               ------------

          All Securities surrendered for payment, redemption,  registration
of  transfer or exchange  or for credit  against any sinking  fund  payment
shall, if surrendered to any Person other than the Trustee, be delivered to
the Trustee.  All  Securities so delivered and any  Securities  surrendered
directly to the Trustee for any such purpose shall be promptly  canceled by
the Trustee and such cancellation shall be noted conspicuously on each such
Security.  The  Company  may  at  any  time  deliver  to  the  Trustee  for
cancellation  any  Securities   previously   authenticated   and  delivered
hereunder which the Company may have acquired in any manner whatsoever, and
may  deliver to the  Trustee  (or to any other  Person for  delivery to the
Trustee) for cancellation any Securities previously authenticated hereunder
which the Company has not issued and sold,  and all Securities so delivered
shall  be  promptly  canceled  by  the  Trustee.  No  Securities  shall  be
authenticated  in lieu of or in  exchange  for any  Securities  canceled as
provided in this Section,  except as expressly permitted by this Indenture.
All  canceled  Securities  held by the  Trustee  shall  be  disposed  of as
directed  by a Company  Order or after 90 days,  if not in  receipt of such
Company  Order,  shall be  disposed  of in  accordance  with the  Trustee's
customary procedures.

Section 310.   Computation of Interest.
               -----------------------

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

Section 311.   CUSIP Numbers.
               -------------

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

                                ARTICLE FOUR

                         SATISFACTION AND DISCHARGE

Section 401.   Satisfaction and Discharge of Indenture.
               ---------------------------------------

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

               (1)  either

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

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

                         (i)   have become due and payable, or

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

                         (iii) are to be called for  redemption  within one
                               year under arrangements  satisfactory to the
                               Trustee   for  the   giving   of  notice  of
                               redemption  by the Trustee in the name,  and
                               at the  expense,  of the  Company,  and  the
                               Company,  in the  case  of  (B)(i),  (ii) or
                               (iii) above,  has  deposited or caused to be
                               deposited with the Trustee as trust funds in
                               trust  for  the  purpose  an  amount  in the
                               currency or  currencies  or currency unit or
                               units in which such  Securities  are payable
                               sufficient  to pay and  discharge the entire
                               indebtedness    on   such   Securities   not
                               theretofore  delivered  to the  Trustee  for
                               cancellation,  for principal and any premium
                               and interest to the date of such deposit (in
                               the case of Securities which have become due
                               and  payable)  or to the Stated  Maturity or
                               Redemption Date, as the case may be;

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

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

          Notwithstanding the satisfaction and discharge of this Indenture,
the  obligations of the Company to the Trustee under Section 607 and to any
Authenticating  Agent  under  Section  615 and,  if money  shall  have been
deposited with the Trustee  pursuant to subclause (B) of Clause (1) of this
Section,  the obligations of the Trustee under Section 402, Article Six and
the last paragraph of Section 1003 shall survive.

Section 402.   Application of Trust Money.
               --------------------------

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

                                ARTICLE FIVE

                                  REMEDIES

Section 501.   Events of Default.
               -----------------

          "Event  of  Default",   wherever  used  herein  with  respect  to
Securities of any series,  means any one of the following  events (whatever
the reason for such Event of Default and whether it shall be  voluntary  or
involuntary or be effected by operation of law or pursuant to any judgment,
decree  or  order of any  court or any  order,  rule or  regulation  of any
administrative  or  governmental  body,  unless  it  is  inapplicable  to a
particular  series or is  specifically  deleted  or  modified  in the Board
Resolution (or action taken  pursuant  thereto),  Officers'  Certificate or
supplemental  indenture  under which such series of Securities is issued or
has been modified in an indenture supplemental hereto):

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

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

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

               (4)  default in the performance, or breach, of any covenant
                    or warranty of the Company in this Indenture with
                    respect to Securities of that series (other than a
                    covenant or warranty a default in whose performance or
                    whose breach is elsewhere in this Section specifically
                    dealt with), and continuance of such default or breach
                    for a period of 90 days after there has been given, by
                    registered or certified mail, to the Company by the
                    Trustee or to the Company and the Trustee by the
                    Holders of at least 25% in principal amount of the
                    Outstanding Securities of that series a written notice
                    specifying such default or breach and requiring it to
                    be remedied and stating that such notice is a "Notice
                    of Default" hereunder; or

               (5)  if an event of default as defined in any indenture or
                    instrument under which there may be issued, or by which
                    there may be evidenced, any indebtedness for borrowed
                    money of the Company, whether such indebtedness now
                    exists or shall hereafter be created, which
                    indebtedness shall, at the time of such event of
                    default, be publicly traded, shall happen and shall
                    result in such indebtedness in an amount in excess of
                    $50,000,000 becoming or being declared due and payable
                    prior to the date on which it would otherwise become
                    due and payable; and such default giving rise to the
                    event of default shall not have been cured by the
                    Company or waived by the requisite holders of such
                    indebtedness under the instrument governing the
                    indebtedness or such acceleration shall not have been
                    rescinded or annulled within 10 days after there has
                    been given proper notice of acceleration by the
                    applicable trustee or the requisite holders of such
                    indebtedness; or

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

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

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

          The Company shall  provide the Trustee with written  notice of an
Event of Default  within five Business Days after such Event of Default has
occurred and is continuing.

Section 502.   Acceleration of Maturity; Rescission and Annulment.
               --------------------------------------------------

          If an Event of Default (other than an Event of Default  described
in clause 6 or 7 of Section 501) with respect to  Securities  of any series
at the time Outstanding  occurs and is continuing,  then in every such case
the Trustee or the Holders of not less than 25% in principal  amount of the
Outstanding Securities of that series may declare the principal amount (or,
if any of the  Securities  of  that  series  are  Original  Issue  Discount
Securities or indexed  securities,  such portion of the principal amount of
such  Securities  as may be specified  in the terms  thereof) of all of the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by  Holders),  and upon
any such  declaration  such  principal  amount (or, in the case of Original
Issue Discount  Securities or indexed  securities,  such specified  amount)
shall become immediately due and payable.

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

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

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

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

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

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

and

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

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

          If an Event of Default  described in clause 6 or 7 of Section 501
occurs, the Outstanding  Securities shall ipso facto become immediately due
and payable without need of any declaration or other act on the part of the
Trustee or any Holder.

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

          The Company covenants that if

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

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

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

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

Section 504.   Trustee May File Proofs of Claim.
               --------------------------------

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

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

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

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

Section 506.   Application of Money Collected.
               ------------------------------

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

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

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

          THIRD: The balance, if any, to the Company.

Section 507.   Limitation on Suits.
               -------------------

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

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

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

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

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

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

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

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

          Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right,  which is absolute and unconditional,
to receive  payment of the  principal  of and any premium  and  (subject to
Section  307) any  interest  on such  Security  on the Stated  Maturity  or
Maturities  expressed in such Security (or, in the case of  redemption,  on
the Redemption  Date) and to institute suit for the enforcement of any such
payment,  and such rights shall not be impaired without the consent of such
Holder.

Section 509.   Restoration of Rights and Remedies.
               ----------------------------------

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

Section 510.   Rights and Remedies Cumulative.
               ------------------------------

          Except as otherwise  provided with respect to the  replacement or
payment of  mutilated,  destroyed,  lost or stolen  Securities  in the last
paragraph of Section 306 and as otherwise provided in Section 507, no right
or remedy  herein  conferred  upon or  reserved  to the  Trustee  or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall,  to the extent  permitted by law, be cumulative and
in  addition  to every other  right and remedy  given  hereunder  or now or
hereafter  existing  at law or in equity or  otherwise.  The  assertion  or
employment  of any  right or  remedy  hereunder,  or  otherwise,  shall not
prevent the  concurrent  assertion or employment  of any other  appropriate
right or remedy.

Section 511.   Delay of Omission Not Waiver.
               ----------------------------

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

Section 512.   Control by Holders.
               ------------------

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

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

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

               (3)  subject to the provisions of Section 601, the Trustee
                    shall have the right to decline to follow any such
                    direction if the Trustee in good faith shall, by a
                    Responsible Officer or Officers of the Trustee,
                    determine that the proceeding so directed would involve
                    the Trustee in personal liability.

Section 513.   Waiver of Past Defaults.
               -----------------------

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

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

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

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

Section 514.      Undertaking for Costs.
                  ---------------------

          In any suit for the enforcement of any right or remedy under this
Indenture,  or in any  suit  against  the  Trustee  for any  action  taken,
suffered  or  omitted  by it as  Trustee,  a court  may  require  any party
litigant in such suit to file an undertaking to pay the costs of such suit,
and may assess costs, including counsel fees and expenses, against any such
party  litigant,  in the  manner and to the  extent  provided  in the Trust
Indenture Act; provided,  that neither this Section nor the Trust Indenture
Act shall be deemed to authorize  any court to require such an  undertaking
or to make such an  assessment in any suit  instituted by the Company,  the
Trustee or the Holders of more than 10% in  aggregate  principal  amount of
the  Outstanding  Securities of any series or to any suit instituted by any
Holder for the  enforcement  of the payment of the principal of or interest
on any Security on or after the due date expressed in such Security..

                                ARTICLE SIX

                                THE TRUSTEE

Section 601.   Certain Duties and Responsibilities.
               -----------------------------------

          The  duties  and  responsibilities  of the  Trustee  shall  be as
provided by the Trust  Indenture Act.  Notwithstanding  the  foregoing,  no
provision of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any financial  liability in the performance of
any of its duties  hereunder,  or in the  exercise  of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of
such funds or adequate  indemnity  against  such risk or  liability  is not
reasonably  assured to it.  Whether or not therein  expressly  so provided,
every provision of this Indenture  relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.

Section 602.   Notice of Defaults.
               ------------------

          Within 90 days after the occurrence of any default hereunder with
respect to Securities of any series,  the Trustee shall mail to all Holders
of  Securities of such series,  as their names and addresses  appear in the
Security  Register,  notice of such default hereunder known to the Trustee,
unless such  default  shall have been cured or waived  before the giving of
such notice;  provided,  however,  that, except in the case of a default in
the  payment  of the  principal  of (or  premium,  if any) or  interest  on
Securities of any series or in the payment of any sinking fund  installment
with respect to Securities  of such series,  the Trustee shall be protected
in  withholding  such notice if and so long as the board of directors,  the
executive  committee or a trust committee of directors  and/or  Responsible
Officers of the Trustee in good faith  determine  that the  withholding  of
such notice is in the interest of the Holders of Securities of such series;
and  provided,  further,  that in the case of any default of the  character
specified in Section  501(4) with respect to  Securities  of such series no
such  notice to  Holders  shall be given  until at least 30 days  after the
occurrence  thereof.  For the purpose of this Section,  the term  "default"
means any event  which is, or after  notice of lapse of time or both  would
become,  an Event of Default  with  respect to  Securities  of such series.
Subject to Trust  Indenture  Act Section  315(b),  the Trustee shall not be
deemed to have,  or be required to take,  notice of any default or Event of
Default  (other than a default  described in paragraph  (1), (2), or (3) of
Section 501) except upon (a) written  notification  from the Company or (b)
written  notification from a Holder and, in the absence of such notice, the
Trustee  may  conclusively  presume  that  there is no  default or Event of
Default except as aforesaid.

Section 603.   Certain Rights of Trustee.
               -------------------------

          Subject to the provisions of Section 601:

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

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

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

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

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

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

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

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

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

Section 605.   May Hold Securities and Serve as Trustee Under Other Indentures.
               ---------------------------------------------------------------

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

          Subject to the  provisions of Section 608, the Trustee may become
and act as trustee under other indentures under which other securities,  or
certificates  of  interest or  participation  in other  securities,  of the
Company are outstanding in the same manner as if it were not Trustee.

Section 606.   Money Held in Trust.
               -------------------

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

Section 607.   Compensation and Reimbursement.
               ------------------------------

          The Company agrees

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

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

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

          The Trustee  shall have a lien prior to the  Securities  upon all
property  and funds held by it  hereunder  for any  amount  owing it or any
predecessor  Trustee  pursuant to this Section 607,  except with respect to
funds  held  in  trust  for  the  benefit  of  the  Holders  of  particular
Securities.

          Without  limiting  any  rights  available  to the  Trustee  under
applicable  law, when the Trustee  incurs  expenses or renders  services in
connection with an Event of Default  specified in Section 501(6) or Section
501(7), the expenses  (including the reasonable charges and expenses of its
counsel) and the  compensation  for the services are intended to constitute
expenses  of   administration   under  any  applicable   federal  or  state
bankruptcy, insolvency or other similar law.

          The provisions of this Section shall survive the satisfaction and
discharge of this Indenture and the resignation or removal of the Trustee.

Section 608.   Disqualification; Conflicting Interests.
               ---------------------------------------

          If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either  eliminate
such interest or resign,  to the extent and in the manner  provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture.

Section 609.   Corporate Trustee Required; Eligibility.
               ---------------------------------------

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

Section 610.   Resignation and Removal; Appointment of Successor.
               -------------------------------------------------

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

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

          (c)  The Trustee may be removed at any time with respect to the
               Securities of any series by Act of the Holders of a majority
               in principal amount of the Outstanding Securities of such
               series, delivered to the Trustee and to the Company. If the
               instrument of acceptance by a successor Trustee required by
               Section 611 shall not have been delivered to the Trustee
               within 30 days after the giving of such notice of removal,
               the Trustee being removed may petition, at the expense of
               the Company, any court of competent jurisdiction for the
               appointment of a successor Trustee with respect to the
               Securities of such series.

          (d)  If at any time:

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

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

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

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

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

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

Section 611.   Acceptance of Appointment by Successor.
               --------------------------------------

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

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

          (c)  Upon request of any such successor Trustee, the Company
               shall execute any and all instruments for more fully and
               certainly vesting in and confirming to such successor
               Trustee all such rights, powers and trusts referred to in
               paragraph (a) and (b) of this Section, as the case may be.

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

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

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

Section 613.   Preferential Collection of Claims Against Company.
               -------------------------------------------------

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

Section 614.   Investment of Certain Payments Held by the Trustee.
               --------------------------------------------------

          Any amounts held by the Trustee hereunder, other than pursuant to
Article Thirteen hereof, shall be invested by the Trustee from time to time
at the  written  direction  of the  Company in such  investments  as may be
specified  by the Company  and  permitted  by law and under the  Indenture;
provided  that in  investing  trust  funds  pursuant  to the  terms of this
Section  and  liquidating  any  investments  held in trust  hereunder,  the
Trustee may, to the extent permitted by law, purchase securities (including
for the purposes of this paragraph  securities as to which the Trustee or a
Trustee  Affiliate (as defined below) is the issuer or guarantor) from, and
sell securities to, itself or any Trustee Affiliate and purchase securities
underwritten  by, or in which a market is made by, the Trustee or a Trustee
Affiliate.  For the purposes  hereof,  a "Trustee  Affiliate" shall mean an
entity that  directly,  or indirectly  through one or more  intermediaries,
controls,  or is  controlled  by,  or is under  common  control  with,  the
Trustee.  Any income or gain  realized  as a result of any such  investment
shall be promptly  distributed  (in no event  later than the next  Business
Day) to the  Company  after  any  intended  amounts  have  been paid to the
Holders  entitled  thereto,  except  after the  occurrence  and  during the
continuance of an Event of Default.  The Trustee shall have no liability to
the Company for any loss resulting  from any investment  made in accordance
with this  Section,  and  shall  bear no  expense  in  connection  with any
investment  pursuant  to this  Section.  Any  such  investment  may be sold
(without regard to maturity date) by the Trustee whenever necessary to make
any distribution  required by this Indenture.  Nothing herein shall require
the Trustee to invest  funds held by it pursuant to the last  paragraph  of
Section 1003.

Section 615.   Appointment of Authenticating Agent.
               -----------------------------------

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

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

          An Authenticating  Agent may resign at any time by giving written
notice  thereof to the Trustee and to the  Company.  The Trustee may at any
time  terminate  the agency of an  Authenticating  Agent by giving  written
notice  thereof  to such  Authenticating  Agent  and to the  Company.  Upon
receiving such a notice of  resignation  or upon such a termination,  or in
case at any time such  Authenticating  Agent  shall cease to be eligible in
accordance  with the provisions of this Section,  the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail,  postage
prepaid,  to all Holders of  Securities of the series with respect to which
such  Authenticating  Agent will serve, as their names and addresses appear
in  the  Security  Register.   Any  successor   Authenticating  Agent  upon
acceptance of its  appointment  hereunder  shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be  appointed  unless  eligible  under the  provisions  of this
Section.

          The Company agrees to pay to each Authenticating  Agent from time
to time reasonable compensation for its services under this Section.

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

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

Dated:
      ---------------

                                          SunTrust Bank
                                          As Trustee

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

                                          By
                                            ------------------------------
                                               Authorized Signatory

                               ARTICLE SEVEN

             HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

          The Company  will furnish or cause to be furnished to the Trustee
(a)  semi-annually,  not later than ____ and ___ in each year,  a list,  in
such form as the Trustee may reasonably require, of the names and addresses
of the Holders as of the  preceding  ____ or ____,  as the case may be, and
(b) at such other times as the  Trustee  may request in writing,  within 30
days  after the  receipt  by the  Company  of any such  request,  a list in
similar  form and  content  as of a date not more than 15 days prior to the
time  such  list is  furnished;  excluding  from any such  list  names  and
addresses received by the Trustee in its capacity as Security Registrar.

Section 702.   Preservation of Information; Communications to Holders.
               ------------------------------------------------------

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

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

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

Section 703.   Reports by Trustee.
               ------------------

          (a)  The Trustee shall transmit to Holders such reports
               concerning the Trustee and its actions under this Indenture
               as may be required pursuant to the Trust Indenture Act at
               the times and in the manner provided pursuant thereto. If
               required by Section 313(a) of the Trust Indenture Act, the
               Trustee shall, within sixty days after each _________
               following the date of the first issuance of Securities
               hereunder deliver to Holders a brief report, dated as of
               such _______, which complies with the provisions of such
               Section 313(a).

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

Section 704.   Reports by Company.
               ------------------

          The Company shall file with the Trustee and the  Commission,  and
transmit to Holders,  such  information,  documents and other reports,  and
such summaries thereof,  as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant to such Act; provided,
that any such  information,  documents or reports required to be filed with
the Commission  pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934 shall be filed with the  Trustee  within 15 days after the same
is so required to be filed with the Commission.

                               ARTICLE EIGHT

            CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

          The Company  shall not  consolidate  with or merge into any other
corporation  or  convey,  transfer  or  lease  its  properties  and  assets
substantially as an entirety to any Person, unless:

               (1)  the Person formed by such consolidation or into which
                    the Company is merged or the Person which acquires by
                    conveyance, transfer or lease the properties and assets
                    of the Company substantially as an entirety shall be a
                    corporation organized and validly existing under the
                    laws of the United States of America, any State thereof
                    or the District of Columbia and shall expressly assume,
                    by an indenture supplemental hereto, executed and
                    delivered to the Trustee, in form satisfactory to the
                    Trustee, the due and punctual payment of the principal
                    of (and premium, if any) and interest on all the
                    Securities and the performance of every covenant of
                    this Indenture on the part of the Company to be
                    performed or observed;

               (2)  immediately after giving effect to such transaction, no
                    Event of Default, and no event which, after notice or
                    lapse of time or both, would become an Event of
                    Default, shall have occurred and be continuing; and

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

          This Section  shall not apply to any merger or  consolidation  in
which the Company is the surviving corporation,  provided that, immediately
after giving effect to such transaction,  no Event of Default, and no event
which,  after  notice  or lapse of time or both,  would  become an Event of
Default, shall have occurred and be continuing.

Section 802.   Successor Substituted.
               ---------------------

          Upon any  consolidation  of the  Company  with,  or merger of the
Company into, any other Person or any conveyance,  transfer or lease of the
properties  and  assets of the  Company  substantially  as an  entirety  in
accordance   with  Section  801,  the  successor   Person  formed  by  such
consolidation  or into  which  the  Company  is  merged  or to  which  such
conveyance,  transfer or lease is made shall succeed to, and be substituted
for,  and may  exercise  every right and power of, the  Company  under this
Indenture with the same effect as if such  successor  Person had been named
as the Company herein,  and thereafter,  except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.

Section 803.   Officers' Certificate  and Opinion of Counsel.
               ---------------------------------------------

          The Trustee,  subject to the  provisions of Sections 601 and 603,
shall  receive  an  Officers'  Certificate  and an  Opinion  of  Counsel as
conclusive  evidence  that  any  such  consolidation,  merger,  conveyance,
transfer or lease, and any such assumption, complies with the provisions of
this Article  before the Trustee shall execute any  supplemental  indenture
required pursuant to this Article.

                                ARTICLE NINE

                          SUPPLEMENTAL INDENTURES

Section 901.   Supplemental Indentures Without Consent of Holders.
               --------------------------------------------------

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

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

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

               (3)  to add any additional Events of Default with respect to
                    all or any series of Securities; or

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

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

               (6)  to secure the Securities; or

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

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

               (9)  if allowed, without penalty under applicable laws and
                    regulations, to permit payment in the United States
                    (including any of the States thereof and the District
                    of Columbia), its territories, its possessions and
                    other areas subject to its jurisdiction of principal,
                    premium, if any, or interest, if any, on Securities in
                    bearer form or coupons, if any; or

               (10) to cure any ambiguity, to correct or supplement any
                    provision herein which may be defective or inconsistent
                    with any other provision herein or to make any other
                    provisions with respect to matters or questions arising
                    under this Indenture, provided that such action
                    pursuant to this clause (10), other than with respect
                    to a defective provision, shall not adversely affect
                    the interests of the Holders of Securities of any
                    series in any material respect.

Section 902.   Supplemental Indentures with Consent of Holders
               -----------------------------------------------

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

               (1)  change the Stated Maturity of the principal of, or any
                    installment of principal of or premium or interest on,
                    any Security, or reduce the principal amount thereof or
                    the rate of interest thereon or any premium payable
                    upon the redemption thereof, or reduce the amount of
                    the principal of an Original Issue Discount Security
                    that would be due and payable upon a declaration of
                    acceleration of the Maturity thereof pursuant to
                    Section 502, or change any Place of Payment where, or
                    the coin or currency in which, any Security or any
                    premium or interest thereon is payable, or impair the
                    right to institute suit for the enforcement of any such
                    payment on or after the Stated Maturity thereof (or, in
                    the case of redemption, on or after the Redemption
                    Date), or adversely affect the right of the Holder of
                    any Security to require the Company to repurchase such
                    Securities, or

               (2)  reduce the percentage in principal amount of the
                    Outstanding Securities of any series, the consent of
                    whose Holders is required for any such supplemental
                    indenture, or the consent of whose Holders is required
                    for any waiver (of compliance with certain provisions
                    of this Indenture or certain defaults hereunder and
                    their consequences) provided for in this Indenture, or

               (3)  modify any of the provisions of this Section, Section
                    513 or Section 1007, except to increase any percentage
                    set forth in such Sections or to provide that certain
                    other provisions of this Indenture cannot be modified
                    or waived without the consent of the Holder of each
                    Outstanding Security affected thereby; provided,
                    however, that this clause shall not be deemed to
                    require the consent of any Holder with respect to
                    changes in the references to "the Trustee" and
                    concomitant changes in this Section and Section 1007,
                    or the deletion of this proviso, in accordance with the
                    requirements of Sections 61l(b) and 901(8).

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

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

Section 903.   Execution of Supplemental Indentures.
               ------------------------------------

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

Section 904.   Effect of Supplemental Indentures.
               ---------------------------------

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

Section 905.   Conformity with Trust Indenture Act.
               -----------------------------------

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

Section 906.   Reference in Securities to Supplemental Indentures.
               --------------------------------------------------

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

                                ARTICLE TEN

                                 COVENANTS

Section 1001.  Payment of Principal, Premium and Interest.
               ------------------------------------------

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

Section 1002.  Maintenance of Office or Agency.
               -------------------------------

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

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

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

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

          Whenever the Company shall have one or more Paying Agents for any
series of Securities,  it will, on or before each due date of the principal
of (and  premium,  if any) or interest on any  Securities  of that  series,
deposit  with a Paying Agent a sum  sufficient  to pay the  principal  (and
premium,  if any) or interest so becoming due, such sum to be held in trust
for the  benefit of the  Persons  entitled  to such  principal,  premium or
interest,  and (unless  such Paying  Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

          The  Company  will  cause  each  Paying  Agent for any  series of
Securities  other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section, that such Paying Agent will:

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

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

               (3) at any time during the continuance of any such default,
          upon the written request of the Trustee, forthwith pay to the
          Trustee all sums so held in trust by such Paying Agent.

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

          Any money  deposited  with the  Trustee or any Paying  Agent,  or
received  by the  Trustee  in  respect of  obligations  deposited  with the
Trustee pursuant to Article Thirteen, or then held by the Company, in trust
for the payment of the  principal of (and  premium,  if any) or interest on
any Security of any series 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 Company Request (unless otherwise  required
by mandatory  provisions  of  applicable  escheat or abandoned or unclaimed
property  law), or (if then held by the Company)  shall be discharged  from
such  trust;  and the  Holder  of such  Security  shall  thereafter,  as an
unsecured  general  creditor,  look only to the Company for payment thereof
(unless  the  Company  has  remitted  required  moneys or  property  to the
appropriate   governmental   authority  under  any  applicable  escheat  or
abandoned or unclaimed  property  laws,  or has otherwise  been  discharged
under such laws or laws of similar applicability, in which case such Holder
shall look solely to its  remedies  (if any) under such laws and not to the
Company),  and all  liability  of the  Trustee  or such  Paying  Agent with
respect to such trust  money,  and all  liability of the Company as trustee
thereof shall thereupon cease; provided,  however, that the Trustee or such
Paying Agent, before being required to make any such repayment,  may at the
expense of the Company cause to be published once, in a newspaper published
in the English language,  customarily published on each Business Day and of
general  circulation in the City of New York or mailed to Holders  entitled
to such notice,  notice that such money remains unclaimed and that, after a
date specified therein,  which shall not be less than 30 days from the date
of such  publication,  any unclaimed  balance of such money then  remaining
will be repaid to the Company.

Section 1004.  Corporate Existence.
               -------------------

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

Section 1005.  Restrictions on Secured Debt.
               ----------------------------

          In the event  the  Company  or any  Domestic  Subsidiary  incurs,
issues,   assumes  or  guarantees  any   indebtedness  for  borrowed  money
represented  by notes,  bonds,  debentures  or other  similar  evidences of
indebtedness,  secured by a mortgage, pledge or other lien on any Principal
Domestic  Property  or on any  shares  of  stock  or debt  of any  Domestic
Subsidiary,  the Company will secure, or cause such Domestic  Subsidiary to
secure,  the  Securities  equally  and  ratably  with,  or prior  to,  that
indebtedness,  so long as that indebtedness is to be secured,  unless after
giving  effect  to it the  aggregate  amount of all  secured  indebtedness,
together  with all  Attributable  Debt in  respect  of sale  and  leaseback
transactions involving Principal Domestic Properties,  would not exceed 15%
of Consolidated  Net Assets.  This restriction will not apply to, and there
shall be excluded in computing secured indebtedness for the purpose of this
restriction, indebtedness secured by:

     (a)  mortgages on property of, or on any shares of stock or debt of,
          any corporation existing at the time that corporation becomes a
          Domestic Subsidiary; provided that such mortgages or liens are
          not incurred in anticipation of such corporation becoming a
          Domestic Subsidiary;

     (b)  mortgages in favor of the Company or any Domestic Subsidiary;

     (c)  mortgages in favor of U.S. or foreign governmental bodies to
          secure partial, progress, advance or other payments;

     (d)  mortgages on property, shares of stock or debt existing at the
          time of acquisition, including acquisition through merger or
          consolidation, purchase money mortgages and construction cost
          mortgages existing at or incurred within 120 days of the time of
          acquisition;

     (e)  mortgages existing on the first date on which the Security is
          authenticated by the Trustee;

     (f)  mortgages incurred in connection with pollution control,
          industrial revenue or similar financings; and

     (g)  any extension, renewal or replacement of any debt secured by any
          mortgage referred to in the foregoing list, inclusive; provided
          that the principal amount of debt secured by such mortgage shall
          not be increased.

Section 1006.  Restrictions on Sale and Leaseback Transactions.
               -----------------------------------------------

          Neither the Company nor any  Domestic  Subsidiary  may enter into
any  sale  and  leaseback  transaction  involving  any  Principal  Domestic
Property, the acquisition or completion of construction and commencement of
full  operation  of which has  occurred  more than 120 days prior  thereto,
unless:

     (a)  the Company or the Domestic Subsidiary could incur a mortgage on
          the property under the restrictions described above under Section
          1005 in an amount equal to the Attributable Debt with respect to
          the sale and leaseback transaction without equally and ratably
          securing the Securities; or

     (b)  the Company, within 120 days after the sale or transfer by the
          Company or any Domestic Subsidiary, applies to the purchase of
          other property that constitutes a Principal Domestic Property or
          the retirement of the Company's or any Domestic Subsidiary's
          funded debt, which is defined as indebtedness for borrowed money
          having a maturity of, or by its terms extendible or renewable
          for, a period of more than 12 months after the date of
          determination of the amount, an amount equal to the greater of:

          (1)  the net proceeds of the sale of the Principal Domestic
               Property sold and leased under such arrangement; or

          (2)  the Attributable Debt with respect to such sale and
               leaseback transaction.

Section 1007.   Waiver of Certain Covenants.
                ---------------------------

          The  Company may omit in any  particular  instance to comply with
any  covenant  or  condition  set  forth in  Sections  1004  through  1006,
inclusive,  with respect to the Securities of any series if before or after
the  time  for such  compliance  the  Holders  of at  least a  majority  in
principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition,  but no such waiver shall
extend to or affect  such  covenant  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 covenant or condition shall remain in full force and effect.

          The Company may, but shall not be obligated to, fix a record date
for the purpose of  determining  the Persons  entitled to waive  compliance
with any covenant or condition  hereunder.  If a record date is fixed,  the
Holders on such record date,  or their duly  designated  proxies,  and only
such Persons,  shall be entitled to waive any such  compliance,  whether or
not such Holders remain Holders after such record date.

Section 1008.  Compliance Certificate.
               ----------------------

          The Company  will  furnish to the  Trustee on or before  _____ in
each year a brief certificate (which need not comply with Section 102) from
the principal  executive,  financial or  accounting  officer of the Company
stating that in the course of the  performance  by the signer of his or her
duties as an officer of the Company he or she would normally have knowledge
of any default or  non-compliance  by the Company in the performance of any
covenants or conditions contained in this Indenture, stating whether or not
he or she has knowledge of any such default or  non-compliance  and, if so,
specifying  each such  default  or  non-compliance  of which the signer has
knowledge  and the nature  thereof.  For  purposes  of this  Section  1008,
non-compliance  or default shall be determined  without regard to any grace
period or  requirement  of notice  provided  pursuant  to the terms of this
Indenture.

                               ARTICLE ELEVEN

                          REDEMPTION OF SECURITIES

Section 1101.  Applicability of Article.
               ------------------------

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

Section 1102.  Election to Redeem; Notice to Trustee.
               -------------------------------------

          The  election  of the Company to redeem any  Securities  shall be
evidenced by or pursuant to a Board Resolution or Officers' Certificate. In
case of any  redemption at the election of the Company of the Securities of
any series,  the Company  shall,  at least 60 days prior to the  Redemption
Date fixed by the Company (unless a shorter notice shall be satisfactory to
the Trustee),  notify the Trustee of such Redemption Date, of the principal
amount of Securities of such series to be redeemed and, if  applicable,  of
the tenor of the  Securities to be redeemed.  In the case of any redemption
of  Securities  (a)  prior to the  expiration  of any  restriction  on such
redemption  provided in the terms of such  Securities  or elsewhere in this
Indenture or (b) pursuant to an election of the Company which is subject to
a condition  specified in the terms of such Securities or elsewhere in this
Indenture,  the  Company  shall  furnish  the  Trustee  with  an  Officers'
Certificate evidencing compliance with such restriction or condition.

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

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

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

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

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

Section 1104.  Notice of Redemption.
               --------------------

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

          All notices of  redemption  shall  identify the  Securities to be
redeemed (including CUSIP numbers) and shall state:

               (1)  the Redemption Date,

               (2)  the Redemption Price,

               (3)  in the case of partial redemption of any Securities,
                    the principal amounts of the particular Securities to
                    be redeemed,

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

               (5)  the place or places where such Securities are to be
                    surrendered for payment of the Redemption Price, and

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

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

Section 1105.  Deposit of Redemption Price.
               ---------------------------

          On or prior to the  Redemption  Date,  the Company  shall deposit
with the  Trustee or with a Paying  Agent (or,  if the Company is acting as
its own Paying  Agent,  segregate  and hold in trust as provided in Section
1003) an  amount  of money  in the  currency  or  currencies  in which  the
Securities  of such  series  are  payable  (except as  otherwise  specified
pursuant to Section 301 for the  Securities  of such series)  sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest  Payment Date) accrued interest on, all the Securities or portions
thereof which are to be redeemed on that date.

Section 1106.  Securities Payable on Redemption Date.
               -------------------------------------

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

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

Section 1107.  Securities Redeemed in Part.
               ---------------------------

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

                               ARTICLE TWELVE

                               SINKING FUNDS

Section 1201.  Applicability of Article.
               ------------------------

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

          The minimum  amount of any sinking fund  payment  provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund  payment",  and any payment in excess of such  minimum  amount
provided for by the terms of Securities of any series is herein referred to
as an  "optional  sinking  fund  payment".  If provided for by the terms of
Securities  of any series,  the cash amount of any sinking fund payment may
be subject to  reduction  as provided in Section  1202.  Each  sinking fund
payment  shall be applied to the  redemption of Securities of any series as
provided for by the terms of Securities of such series.

Section 1202.  Satisfaction of Sinking Fund Payments with Securities.
               -----------------------------------------------------

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

Section 1203.  Redemption of Securities for Sinking Fund.
               -----------------------------------------

          Not less than 45 days prior to each sinking fund payment date for
any series of  Securities,  the  Company  will  deliver  to the  Trustee an
Officers'  Certificate  specifying  the amount of the next ensuing  sinking
fund  payment for that series  pursuant  to the terms of that  series,  the
portion  thereof,  if any,  which is to be satisfied by payment of cash and
the portion  thereof,  if any,  which is to be satisfied by delivering  and
crediting  Securities  of that series  pursuant to Section 1202 and stating
the basis for such credit and that such Securities have not been previously
so credited  and will also deliver to the Trustee any  Securities  to be so
delivered. Not less than 30 days before each such sinking fund payment date
the Trustee  shall select the  Securities  to be redeemed upon such sinking
fund payment date in the manner  specified in Section 1103 and cause notice
of the redemption  thereof to be given in the name of and at the expense of
the Company in the manner provided in Section 1104. Such notice having been
duly given,  the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 1106 and 1107.

                              ARTICLE THIRTEEN

                     DEFEASANCE AND COVENANT DEFEASANCE

Section1301.   Applicability of Article; Company's Option to Effect
               Defeasance or Covenant Defeasance.
               ----------------------------------------------------

          Unless, pursuant to Section 301, provision is made that either or
both of (a)  defeasance of the Securities of a series under Section 1302 as
may be specified  pursuant to Section 301 with  respect to any  Securities,
shall be  applicable  or (b) covenant  defeasance  of the  Securities  of a
series under  Section 1303 shall not apply to the  Securities  of a series,
then  the  provisions  of such  Section  or  Sections,  as the case may be,
together  with the other  provisions  of this Article  Thirteen,  with such
modifications thereto to the Securities of such series, and the Company may
at its  option  by Board  Resolution,  at any  time,  with  respect  to the
Securities  of  such  series,   elect  to  have  either  Section  1302  (if
applicable)  or Section  1303 (if  applicable)  applied to the  Outstanding
Securities of such series upon  compliance  with the  conditions  set forth
below in this Article Thirteen.

Section 1302.  Defeasance and Discharge.
               ------------------------

          Upon the  Company's  exercise of its option to have this  Section
applied to any series of  Securities,  the Company  shall be deemed to have
been  discharged  from its  obligations  with  respect  to the  Outstanding
Securities of such series,  and the provisions of Article  Thirteen  hereof
shall cease to be effective, on and after the date the conditions precedent
set  forth  below  are  satisfied  (hereinafter,  "defeasance").  For  this
purpose,  such  defeasance  means that the Company  shall be deemed to have
paid and discharged the entire indebtedness  represented by the Outstanding
Securities  of  such  series  which  shall   thereafter  be  deemed  to  be
"Outstanding"  only for the  purposes  of the  Sections  of this  Indenture
referred to in clauses (A) and (B) of this Section,  and to have  satisfied
all its other  obligations under such Securities and this Indenture insofar
as such  Securities are concerned  (and the Trustee,  at the expense of the
Company,  shall execute proper instruments  acknowledging the same), except
for the  following  which  shall  survive  until  otherwise  terminated  or
discharged hereunder:  (A) the rights of Holders of Outstanding  Securities
of such series to receive,  solely from the trust fund described in Section
1304 as more fully set forth in such Section,  payments of the principal of
(and premium,  if any) and interest on such  Securities  when such payments
are due, (B) the  Company's  obligations  with  respect to such  Securities
under  Sections 305, 306,  1002 and 1003 and such  obligations  as shall be
ancillary thereto, (C) the rights, powers,  trusts, duties,  immunities and
other  provisions in respect of the Trustee  hereunder and (D) this Article
Thirteen. Subject to compliance with this Article Thirteen, the Company may
exercise  its option  under this  Section  1302  notwithstanding  the prior
exercise of its option under Section 1303 with respect to the Securities of
such series. Following a defeasance,  payment of such Securities may not be
accelerated because of an Event of Default.

Section 1303.  Covenant Defeasance.
               -------------------

          Upon the  Company's  exercise of its option (if any) to have this
Section applied to any series of Securities,  the Company shall be released
from its  obligations  under  Sections 801, 1005 and 1006 (and any covenant
made  applicable  to such  Securities  pursuant  to  Section  301)  and the
occurrence  of an event  specified  in  Section  501(4)  (with  respect  to
Sections 801, 1005 and 1006 or any such  covenant)  (and any other Event of
Default  applicable  to such  Securities  that are  determined  pursuant to
Section 301 to be subject to this  provision)  shall not be deemed to be an
Event of Default with respect to the Outstanding  Securities of such series
and the provisions of Article  Thirteen  hereof shall cease to be effective
on and  after  the  date the  conditions  set  forth  below  are  satisfied
(hereinafter,  "covenant defeasance"), and such Securities shall thereafter
be  deemed  not to be  "Outstanding"  for the  purposes  of any  direction,
waiver,  consent or declaration or Act of Holders (and the  consequences of
any other thereof) in connection  with Sections 801, 1005 and 1006 (and any
other  covenant made  applicable to such Security  pursuant to Section 301)
and  any  such  Events  of  Default,   but  shall  continue  to  be  deemed
"Outstanding"  for all other  purposes  hereunder.  For this purpose,  such
covenant defeasance means that, with respect to the Outstanding  Securities
of such  series,  the  Company  may omit to comply  with and shall  have no
liability in respect of any term,  condition or limitation set forth in any
such  Section or such other  covenant  whether  directly or  indirectly  by
reason of any reference  elsewhere herein to any such Section or such other
covenant or by reason of any  reference  in any such  Section or such other
covenant to any other provision  herein or in any other  document,  but the
remainder  of this  Indenture  and  such  Securities  shall  be  unaffected
thereby.  Notwithstanding  the defeasance by the Company of its obligations
under  Sections  801,  1005 and 1006,  any  successor  shall be required to
assume the Company's  obligations  under Section 607 as a condition to such
succession.

Section 1304.  Conditions to Defeasance or Covenant Defeasance.
               -----------------------------------------------

          The following shall be the conditions precedent to application of
either  Section 1302 or Section 1303 to the  Outstanding  Securities  of or
within such series:

               (1)  The Company shall irrevocably have deposited or caused
                    to be deposited with the Trustee (or another trustee
                    satisfying the requirements of Section 609 who shall
                    agree to comply with the provisions of this Article
                    Thirteen applicable to it) as trust funds in trust for
                    the purpose of making the following payments,
                    specifically pledged as security for, and dedicated
                    solely to, the benefit of the Holders of such
                    Securities, (A) money in an amount (in such currency,
                    currencies or currency units in which such Securities
                    are then specified as payable at Maturity), or (B) U.S.
                    Government Obligations which through the scheduled
                    payment of principal and interest in respect thereof in
                    accordance with their terms will provide, not later
                    than one day before the due date of any payment, money
                    in an amount, or (C) a combination thereof in an
                    amount, sufficient, without reinvestment, in the
                    opinion of a nationally recognized firm of independent
                    public accountants expressed in a written certification
                    thereof delivered to the Trustee, to pay and discharge,
                    and which shall be applied by the Trustee (or other
                    qualifying trustee) to pay and discharge, (i) the
                    principal of (and premium, if any) and interest on the
                    Outstanding Securities of such series on the Maturity
                    of such principal, premium, if any, or interest and
                    (ii) any mandatory sinking fund payments applicable to
                    such Securities on the day on which such payments are
                    due and payable in accordance with the terms of this
                    Indenture and such Securities. Before such a deposit
                    the Company may make arrangements satisfactory to the
                    Trustee for the redemption of Securities at a future
                    date or dates in accordance with Article Eleven, which
                    shall be given effect in applying the foregoing. For
                    this purpose, "U.S. Government Obligations" means
                    securities that are (x) direct obligations of the
                    United States of America for the payment of which its
                    full faith and credit is pledged or (y) obligations of
                    a Person controlled or supervised by and acting as an
                    agency or instrumentality of the United States of
                    America the payment of which is unconditionally
                    guaranteed as a full faith and credit obligation by the
                    United States of America, which, in either case, are
                    not callable or redeemable at the option of the issuer
                    thereof, and shall also include a depositary receipt
                    issued by a bank (as defined in Section 3(a)(2) of the
                    Securities Act of 1933, as amended) as custodian with
                    respect to any such U.S. Government Obligation or a
                    specific payment of principal of or interest on any
                    such U.S. Government Obligation held by such custodian
                    for the account of the holder of such depositary
                    receipt, provided that (except as required by law) such
                    custodian is not authorized to make any deduction from
                    the amount payable to the holder of such depositary
                    receipt from any amount received by the custodian in
                    respect of the U.S. Government Obligation or the
                    specific payment of principal of or interest on the
                    U.S. Government Obligation evidenced by such depositary
                    receipt.

               (2)  No Event of Default or event which with notice or lapse
                    of time or both would become an Event of Default with
                    respect to the Securities of such series shall have
                    occurred and be continuing (A) on the date of such
                    deposit or (B) insofar as subsections 501(5) and (6)
                    are concerned, at any time during the period ending on
                    the 91st day after the date of such deposit or, if
                    longer, ending on the day following the expiration of
                    the longest preference period applicable to the Company
                    in respect of such deposit (it being understood that
                    this condition shall not be deemed satisfied until the
                    expiration of such period).

               (3)  Such defeasance or covenant defeasance shall not (A)
                    cause the Trustee for the Securities of such series to
                    have a conflicting interest as defined in Section 608
                    or for purposes of the Trust Indenture Act with respect
                    to any Securities of the Company or (B) result in the
                    trust arising from such deposit to constitute, unless
                    it is qualified as, a regulated investment company
                    under the Investment Company Act of 1940, as amended.

               (4)  Such defeasance or covenant defeasance shall not result
                    in a breach or violation of or constitute a default
                    under, this Indenture or any other material agreement
                    or instrument to which the Company is a party or by
                    which it is bound.

               (5)  In the case of an election under Section 1302, the
                    Company shall have delivered to the Trustee an Opinion
                    of Counsel stating that (x) the Company has received
                    from, or there has been published by, the Internal
                    Revenue Service a ruling, or (y) since the date of this
                    Indenture there has been a change in the applicable
                    federal income tax law, in either case to the effect
                    that, and based thereon such opinion shall confirm
                    that, the Holders of the Outstanding Securities of such
                    series will not recognize income, gain or loss for
                    federal income tax purposes as a result of such
                    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 defeasance
                    had not occurred.

               (6)  In the case of an election under Section 1303, the
                    Company shall have delivered to the Trustee an Opinion
                    of Counsel to the effect that the Holders of the
                    Outstanding Securities of such series will not
                    recognize 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.

               (7)  Such defeasance or covenant defeasance shall be
                    effected in compliance with any additional terms,
                    conditions or limitations which may be imposed on the
                    Company in connection therewith pursuant to Section
                    301.

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

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

          Subject to the  provisions of the last paragraph of Section 1003,
all money and U.S. Government  Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee  (collectively,  for
purposes of this Section 1305, the  "Trustee")  pursuant to Section 1304 in
respect of the Outstanding Securities of such series shall be held in trust
and applied by the  Trustee,  in  accordance  with the  provisions  of such
Securities and this Indenture,  to the payment,  either directly or through
any Paying Agent (but not  including  the Company  acting as its own Paying
Agent) as the Trustee may determine, to the Holders of such Securities,  of
all sums due and to  become  due  thereon  in  respect  of  principal  (and
premium,  if any) and interest,  but such money need not be segregated from
other funds  except to the extent  required by law.  Money so held in trust
shall not be subject to the provisions of Article Thirteen.

          The Company shall pay and indemnify the Trustee  against any tax,
fee or other  charge  imposed  on or  assessed  against  the  money or U.S.
Government  Obligations deposited pursuant to Section 1304 or the principal
and interest received in respect thereof.

          Anything  herein to the  contrary  notwithstanding,  the  Trustee
shall deliver or pay to the Company from time to time upon Company  Request
any money or U.S. Government  Obligations held by it as provided in Section
1304 which in the opinion of a nationally  recognized  firm of  independent
public accountants  expressed in a written  certification thereof delivered
to the  Trustee,  are in excess of the amount  thereof  which would then be
required to be deposited  to effect an  equivalent  defeasance  or covenant
defeasance.

Section 1306.  Reinstatement.
               -------------

          If the  Trustee or the Paying  Agent is unable to apply any money
in  accordance  with Section 1305 by reason of any order or judgment or any
court  or  governmental  authority  enjoining,   restraining  or  otherwise
prohibiting  such  application,  then the Company's  obligations  under the
Securities  of such  series  shall be revived and  reinstated  as though no
deposit had occurred  pursuant to this Article  Thirteen until such time as
the  Trustee  or  Paying  Agent is  permitted  to apply  all such  money in
accordance with Section 1305; provided,  however, that if the Company makes
any payment of principal of (and  premium,  if any) or interest on any such
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 the Paying Agent.

          Section 1307. Qualifying Trustee.  ------------------ Any trustee
appointed  pursuant to Section 1304 for the purpose of holding  trust funds
deposited pursuant to that Section shall be appointed under an agreement in
form  acceptable  to  the  Trustee  and  shall  provide  to the  Trustee  a
certificate of such trustee,  upon which  certificate  the Trustee shall be
entitled to conclusively  rely, that all conditions  precedent provided for
herein to the related defeasance or covenant  defeasance have been complied
with.  In no event shall the Trustee be liable for any acts or omissions of
said trustee.

                              ARTICLE FOURTEEN

             IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS,
                          DIRECTORS AND EMPLOYEES

Section 1401.  Exemption from Individual Liability.
               -----------------------------------

          No recourse under or upon any  obligation,  covenant or agreement
of this  Indenture,  or of any Security,  or for any claim based thereon or
otherwise  in  respect  thereof,  shall be had  against  any  incorporator,
stockholder,  officer,  director,  or employee,  as such, past,  present or
future, of the Company or of any successor corporation,  either directly or
through the Company, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly  understood that this Indenture and the obligations  issued
hereunder are solely corporate obligations of the Company, and that no such
personal liability whatever shall attach to, or is or shall be incurred by,
the incorporators,  stockholders,  officers,  directors,  or employees,  as
such,  of the  Company  or of any  successor  corporation,  or any of them,
because of the creation of the indebtedness hereby authorized,  or under or
by reason of the  obligations,  covenants or  agreements  contained in this
Indenture or in any of the  Securities or implied  therefrom;  and that any
and all such  personal  liability,  either at common law or in equity or by
constitution  or  statute,  of,  and any and all  such  rights  and  claims
against,  every  such  incorporator,  stockholder,  officer,  director,  or
employee,  as such,  because of the  creation  of the  indebtedness  hereby
authorized,  or  under  or by  reason  of  the  obligations,  covenants  or
agreements  contained  in this  Indenture  or in any of the  Securities  or
implied therefrom,  are hereby expressly waived and released as a condition
of, and as a  consideration  for, the  execution of this  Indenture and the
issue of such Securities.

                                   *****

          This  instrument  may be executed in any number of  counterparts,
each of which so executed  shall be deemed to be an  original  but all such
counterparts shall together constitute but one and the same instrument.
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed as of the day and year first above written.

                                          Sabre Holdings Corporation

                                          By:
                                             -----------------------------
                                             Name:
                                             Title:
<PAGE>
STATE OF [___________]  )
                        )
COUNTY OF [__________]  )


          On the ____ day of  ________,  2000,  before me  personally  came
______________,  to me known,  who, being by me duly sworn,  did depose and
say that he/she is ___________ of Sabre Holdings  Corporation,  one, of the
companies described in and which executed the foregoing instrument; that it
was so affixed by authority of the Board of Directors of said  corporation,
and that he/she signed  his/her name thereto by like authority of the Board
of Directors of said corporation.





-----------------------------
         Notary Public
<PAGE>
                                        SUNTRUST BANK


                                        By:
                                           -------------------------------
                                           Name:
                                           Title:
<PAGE>
STATE OF [___________]  )
                        )
COUNTY OF [__________]  )


          On ____________, 2000, before me, ______________________,  Notary
Public,  personally appeared  ______________,  personally known to me to be
the  person  whose  name  is  subscribed  to  the  within   instrument  and
acknowledged  to me that  he/she  executed  the same in his/her  authorized
capacity and that by his/her signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.


-----------------------------
Notary Public