<PAGE>

                                                                   Exhibit 4 (d)

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

                                 EDO CORPORATION

                          SUBORDINATED DEBT SECURITIES

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

                                    INDENTURE

                             Dated as of [---------]

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

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

                                   [---------]

                                     Trustee

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

================================================================================
<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                                      Indenture Section
----------------                                                                   -----------------
<S>                                                                                <C>
310(a)(1).......................................................................          7.10
   (a)(2).......................................................................          7.10
   (a)(3).......................................................................          N.A.
   (a)(4).......................................................................          N.A.
   (a)(5).......................................................................          7.10
   (b)..........................................................................          7.10
   (c)..........................................................................          N.A.
311(a)..........................................................................          7.11
   (b)..........................................................................          7.11
   (c)..........................................................................          N.A.
312(a)..........................................................................          2.07
   (b)..........................................................................         14.03
   (c)..........................................................................         14.03
313(a)..........................................................................          7.06
   (b)(1).......................................................................          7.06
   (b)(2).......................................................................          7.07
   (c)..........................................................................   7.06; 14.02
   (d)..........................................................................          7.06
314(a)..........................................................................   4.03; 14.02
   (b)..........................................................................         11.02
   (c)(1).......................................................................         14.04
   (c)(2).......................................................................         14.04
   (c)(3).......................................................................          N.A.
   (d)..........................................................................          N.A.
   (e)..........................................................................         14.05
   (f)..........................................................................          N.A.
315(a)..........................................................................          7.01
   (b)..........................................................................   7.05, 14.02
   (c)..........................................................................          7.01
   (d)..........................................................................          7.01
   (e)..........................................................................          6.11
316(a) (last sentence)..........................................................          2.11
   (a)(1)(A)....................................................................          6.05
   (a)(1)(B)....................................................................          6.04
   (a)(2).......................................................................          N.A.
   (b)..........................................................................          6.07
   (c)..........................................................................          2.14
317(a)(1).......................................................................          6.08
   (a)(2).......................................................................          6.09
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                <C>
   (b)..........................................................................    2.06
318(a)..........................................................................   14.01
   (b)..........................................................................    N.A.
   (c)..........................................................................   13.01
</TABLE>

N.A. means not applicable.
* This Cross Reference Table is not part of this Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                <C>
ARTICLE 1.  DEFINITIONS AND INCORPORATION BY REFERENCE .........................    1

Section 1.01.         Definitions...............................................    1
Section 1.02.         Other Definitions.........................................    9
Section 1.03.         Incorporation by Reference of Trust Indenture Act.........    9
Section 1.04.         Rules of Construction.....................................    9

ARTICLE 2.  THE SECURITIES .....................................................   10

Section 2.01.         Form Generally............................................   10
Section 2.02.         Securities in Global Form.................................   10
Section 2.03.         Title and Terms...........................................   11
Section 2.04.         Execution, Authentication, Delivery and Dating............   14
Section 2.05.         Registrar and Paying Agent................................   15
Section 2.06.         Paying Agent to Hold Money in Trust.......................   16
Section 2.07.         Holder Lists..............................................   16
Section 2.08.         Registration, Registration of Transfer and Exchange.......   16
Section 2.09.         Replacement Securities....................................   19
Section 2.10.         Outstanding Securities....................................   19
Section 2.11.         Treasury Securities.......................................   20
Section 2.12.         Temporary Securities......................................   20
Section 2.13.         Cancellation..............................................   20
Section 2.14.         Payment of Interest.......................................   20
Section 2.15.         Persons Deemed Owners.....................................   21
Section 2.16.         Computation of Interest...................................   21
Section 2.17.         CUSIP Numbers.............................................   22

ARTICLE 3.  REDEMPTION AND PREPAYMENT ..........................................   22

Section 3.01.         Right to Redeem; Notices to Trustee.......................   22
Section 3.02.         Selection of Securities to Be Redeemed....................   22
Section 3.03.         Notice of Redemption to Holders...........................   22
Section 3.04.         Effect of Notice of Redemption............................   24
Section 3.05.         Deposit of Redemption Price...............................   24
Section 3.06.         Securities Redeemed in Part...............................   24

ARTICLE 4.  COVENANTS ..........................................................   24

Section 4.01.         Payment of Securities.....................................   24
Section 4.02.         Maintenance of Office or Agency...........................   24
Section 4.03.         Reports...................................................   25
Section 4.04.         Compliance Certificate....................................   26

ARTICLE 5.  SUCCESSORS .........................................................   26

Section 5.01.         Merger, Consolidation or Sale of Assets...................   26
Section 5.02.         Successor Corporation Substituted.........................   27
</TABLE>

                                        i
<PAGE>

<TABLE>
<S>                                                                                <C>
ARTICLE 6.  DEFAULTS AND REMEDIES ..............................................   27

Section 6.01.         Events of Default.........................................   27
Section 6.02.         Acceleration..............................................   28
Section 6.03.         Other Remedies............................................   29
Section 6.04.         Waiver of Past Defaults...................................   29
Section 6.05.         Control by Majority.......................................   29
Section 6.06.         Limitation on Suits.......................................   30
Section 6.07.         Rights of Holders of Securities to Receive Payment and
                      Convert...................................................   30
Section 6.08.         Collection Suit by Trustee................................   30
Section 6.09.         Trustee May File Proofs of Claim..........................   31
Section 6.10.         Priorities................................................   31
Section 6.11.         Undertaking for Costs.....................................   32

ARTICLE 7.  TRUSTEE ............................................................   32

Section 7.01.         Duties of Trustee.........................................   32
Section 7.02.         Rights of Trustee.........................................   33
Section 7.03.         Individual Rights of Trustee..............................   34
Section 7.04.         Trustee's Disclaimer......................................   34
Section 7.05.         Notice of Defaults........................................   34
Section 7.06.         Reports by Trustee to Holders of the Securities...........   35
Section 7.07.         Compensation and Indemnity................................   35
Section 7.08.         Replacement of Trustee....................................   36
Section 7.09.         Successor Trustee by Merger, etc..........................   37
Section 7.10.         Eligibility; Disqualification.............................   37
Section 7.11.         Preferential Collection of Claims Against Company.........   37

ARTICLE 8.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE ...........................   37

Section 8.01.         Option to Effect Legal Defeasance or Covenant Defeasance..   37
Section 8.02.         Legal Defeasance and Discharge............................   38
Section 8.03.         Covenant Defeasance.......................................   38
Section 8.04.         Conditions to Legal or Covenant Defeasance................   39
Section 8.05.         Deposited Money and Government Securities to be Held in
                      Trust; Other Miscellaneous Provisions.....................   40
Section 8.06.         Repayment to Company......................................   40
Section 8.07.         Reinstatement.............................................   40

ARTICLE 9.  AMENDMENT, SUPPLEMENT AND WAIVER ...................................   41

Section 9.01.         Without Consent of Holders of Securities..................   41
Section 9.02.         With Consent of Holders of Securities.....................   42
Section 9.03.         Compliance with Trust Indenture Act.......................   44
Section 9.04.         Revocation and Effect of Consents.........................   44
Section 9.05.         Notation on or Exchange of Securities.....................   44
Section 9.06.         Trustee to Sign Amendments, etc...........................   44
Section 9.07.         Effect of Supplemental Indentures.........................   44
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                <C>
ARTICLE 10.  SINKING FUNDS .....................................................   45

Section 10.01.        Applicability of Article..................................   45
Section 10.02.        Satisfaction of Sinking Fund Payments with Securities.....   45
Section 10.03.        Redemption of Securities for Sinking Fund.................   45

ARTICLE 11.  SUBORDINATION .....................................................   46

Section 11.01.        Agreement to Subordinate..................................   46
Section 11.02.        Liquidation; Dissolution; Bankruptcy......................   46
Section 11.03.        Default on Designated Senior Debt.........................   46
Section 11.04.        Acceleration of Securities................................   47
Section 11.05.        When Distribution Must Be Paid Over.......................   47
Section 11.06.        Notice by Company.........................................   47
Section 11.07.        Subrogation...............................................   48
Section 11.08.        Relative Rights...........................................   48
Section 11.09.        Subordination May Not Be Impaired by Company..............   48
Section 11.10.        Distribution or Notice to Representative..................   49
Section 11.11.        Rights of Trustee and Paying Agent........................   49
Section 11.12.        Authorization to Effect Subordination.....................   49
Section 11.13.        Trustee's Fees Not Subordinated...........................   49

ARTICLE 12.  SECURITY GUARANTEES ...............................................   50

Section 12.01.        Applicability of this Article.............................   50
Section 12.02.        Guarantee.................................................   50
Section 12.03.        Subordination of Security Guarantee.......................   51
Section 12.04.        Limitation on Guarantor Liability.........................   51
Section 12.05.        Release of Guarantors.....................................   51

ARTICLE 13.  SATISFACTION AND DISCHARGE ........................................   52

Section 13.01.        Satisfaction and Discharge................................   52
Section 13.02.        Application of Trust Money................................   52

ARTICLE 14.  MISCELLANEOUS .....................................................   53

Section 14.01.        Trust Indenture Act Controls..............................   53
Section 14.02.        Notices...................................................   53
Section 14.03.        Communication by Holders of Securities with Other Holders
                      of Securities.............................................   54
Section 14.04.        Certificate and Opinion as to Conditions Precedent........   54
Section 14.05.        Statements Required in Certificate or Opinion.............   55
Section 14.06.        Rules by Trustee and Agents...............................   56
Section 14.07.        No Personal Liability of Directors, Officers, Employees
                      and Stockholders..........................................   56
Section 14.08.        Governing Law.............................................   56
Section 14.09.        No Adverse Interpretation of Other Agreements.............   56
Section 14.10.        Successors................................................   56
Section 14.11.        Severability..............................................   56
Section 14.12.        Counterpart Originals.....................................   56
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                <C>
Section 14.13.        Table of Contents, Headings, etc..........................   57
</TABLE>

                                    EXHIBITS

Exhibit A      FORM OF SECURITY

                                       iv

<PAGE>

         INDENTURE dated as of [_______] between EDO Corporation, a Delaware
corporation (the "Company"), and [____________], as trustee (the "Trustee").

         The Company has duly authorized the execution and delivery of this
Indenture (as defined herein) 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.

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

              ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

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

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

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

         "Bearer Security" means any Security, including any interest coupons
appertaining thereto, that does not provide for the identification of the Holder
thereof.

         "Board of Directors" means the board of directors of the Company (or
any duly authorized committee thereof);

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

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

<PAGE>

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

         "Capital Stock" means:

         (a) in the case of a corporation, corporate stock;

         (b) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;

         (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and

         (d) any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

         "Company" means EDO Corporation, and any and all successors thereto.

         "Company Order" means a written order signed in the name of the Company
by an Officer and delivered to the Trustee or, with respect to Sections 2.04,
2.08, 2.09, 2.12 and 9.05 any other employee of the Company named in an
Officers' Certificate delivered to the Trustee.

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 14.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Credit Agreement" means the credit agreement, dated ____________,
among the Company, _______, as syndication agent, the lenders party thereto, and
_____________ as administrative agent, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and in each case as amended (including, without limitation, as to
principal amount), modified, renewed, refunded, replaced or refinanced from time
to time (whether or not with the original agents or lenders and whether or not
contemplated under the original agreement relating thereto).

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

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

         "Designated Senior Debt" means

         (a) any Indebtedness outstanding under the Credit Agreement; and

                                       -2-

<PAGE>

         (b) after payment in full of all Obligations under the Credit
Agreement, any other Senior Debt permitted under this Indenture the principal
amount of which is $35.0 million or more and that has been designated by the
Company as "Designated Senior Debt."

         "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 6.02 hereof.

         "Domestic Subsidiary" means any Restricted Subsidiary organized under
the laws of the United States or any state of the United States or the District
of Columbia.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

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

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of determination.

         "Global Security" or "Global Securities" means any Security or
Securities, as the case may be, in the form established pursuant to Section 2.02
evidencing all or a part of a series of Securities issued to the Depositary of
such series or its nominee and registered in the name of such Depositary or
nominee.

         "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

         "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

         "Guarantor" means with respect to Securities of any series, any
Domestic Subsidiary who has guaranteed the Company's obligations under this
Indenture and with respect to such series of Securities pursuant to Article 12
hereof; provided that upon the release and discharge of any Person from its
Security Guarantee in accordance with this Indenture, such Person shall cease to
be a Guarantor.

         "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under (a) interest rate swap agreements, interest
rate cap agreements and interest

                                       -3-

<PAGE>

rate collar agreements and (b) other agreements or arrangements designed to
protect such Person against fluctuations in interest rates or foreign exchange
rates.

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

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

         (a) in respect of borrowed money;

         (b) evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof);

         (c) in respect of banker's acceptances;

         (d) representing Capital Lease Obligations;

         (e) representing the balance deferred and unpaid of the purchase price
of any property; or

         (f) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person, in each case
limited to the maximum amount of liability of the specified Person with respect
to such Lien or Guarantee on the date in question. Notwithstanding anything in
the foregoing to the contrary, Indebtedness shall not include trade payables or
accrued expenses for property or services incurred in the ordinary course of
business.

         The amount of any Indebtedness issued with original issue discount will
be the accreted value of such Indebtedness.

         "Indenture" means this Indenture, as amended or supplemented from time
to time.

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

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

                                      -4-

<PAGE>

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

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

         "Officers' Certificate" means a certificate signed on behalf of the
Company or, if applicable, a Guarantor, by two Officers of the Company, one of
whom must be the principal executive officer, the principal financial officer,
the treasurer or the principal accounting officer of the Company, or, if
applicable, a Guarantor, that meets the requirements of Section 14.05 hereof.

         "Opinion of Counsel" means, as to the Company or, if applicable, a
Guarantor, an opinion from legal counsel who is reasonably acceptable to the
Trustee, that meets the requirements of Section 14.05 hereof. The counsel may be
an employee of or counsel to the Company, any Subsidiary of the Company or the
Trustee.

         "Permitted Junior Securities" means Equity Interests in the Company or
any Guarantor or debt securities that are subordinated to all Senior Debt and
any debt securities issued in exchange for Senior Debt to substantially the same
extent as, or to a greater extent than, the Securities of a series and the
related Security Guarantees, if any, are subordinated to Senior Debt pursuant to
this Indenture.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

         "Redemption Date," when used with respect to any Security to be
redeemed, shall mean the date specified for redemption of such Security in
accordance with the terms of such Security and 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.

                                       -5-

<PAGE>

         "Registered Security" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 2.01 hereof which is
registered on the books of the Registrar.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date specified for
that purpose as contemplated by Section 2.03(a) hereof.

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

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) with direct responsibility for the
administration of this Indenture, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

         "Restricted Subsidiary" means any direct or indirect Subsidiary of the
Company other than an Unrestricted Subsidiary.

         "SEC" means the Securities and Exchange Commission.

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

         "Security Guarantee" means, with respect to the Securities of any
series, the Guarantee with respect to the Securities of such series by each
Guarantor pursuant to Article 12 hereof and a supplemental indenture.

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

         "Senior Debt" of the Company or a Guarantor, as the case may be, means,
with respect to the Securities of any series and any applicable Security
Guarantee thereof (except as otherwise specified as contemplated by Section
2.03(a) hereof):

         (a) all obligations of the Company or any Guarantor, as the case may
be, related to the Credit Agreement, whether for principal, premium, if any,
interest, including interest accruing after the filing of, or which would have
accrued but for the filing of, a petition by or against the Company or such
Guarantor under applicable bankruptcy laws, whether or not such interest is
lawfully allowed as a claim after such filing, and all other amounts payable in
connection therewith, including, without limitation, any fees, premiums,
penalties, expenses, reimbursements, indemnities, damages and other liabilities;
and

         (b) the principal of, premium, if any, and interest on all other
Indebtedness of the Company or any Guarantor, as the case may be, other than the
Securities, and all Hedging Obligations, in each case whether outstanding on the
date of this Indenture or thereafter created, incurred or assumed, unless, in
the case of any particular Indebtedness or Hedging Obligation,

                                       -6-

<PAGE>

the instrument creating or evidencing the Indebtedness or Hedging Obligation
expressly provides that such Indebtedness or Hedging Obligation shall not be
senior in right of payment to the Securities.

         Notwithstanding the foregoing, "Senior Debt" does not include:

         (a) Indebtedness evidenced by the Securities and the Security
Guarantees;

         (b) Indebtedness of the Company or any applicable Guarantor that is
expressly subordinated in right of payment to any Senior Debt of the Company or
such Guarantor or the Securities or the applicable Security Guarantee;

         (c) Indebtedness of the Company or any applicable Guarantor that by
operation of law is subordinate to any general unsecured obligations of the
Company or such Guarantor;

         (d) Indebtedness of the Company or any applicable Guarantor to the
extent incurred in violation of any covenant prohibiting the incurrence of
Indebtedness applicable to the Securities of such series or the Security
Guarantee thereof;

         (e) any liability for federal, state or local taxes or other taxes,
owed or owing by the Company or any applicable Guarantor;

         (f) accounts payable or other liabilities owed or owing by the Company
or any applicable Guarantor to trade creditors, including guarantees thereof or
instruments evidencing such liabilities;

         (g) amounts owed by the Company or any applicable Guarantor for
compensation to employees or for services rendered to the Company or such
Guarantor;

         (h) Indebtedness of the Company or any applicable Guarantor to any
Restricted Subsidiary or any other Affiliate of the Company or such Guarantor;

         (i) Capital Stock of the Company or any applicable Guarantor;

         (j) Indebtedness which when incurred and without respect to any
election under Section 1111(b) of Title 11 of the U.S. Code is without recourse
to the Company or any Restricted Subsidiary; and

         (k) other Indebtedness identified for any series of Securities pursuant
to Section 2.03(a) hereof.

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

                                      -7-

<PAGE>

         "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any issue means a date fixed by the Trustee pursuant to
Section 2.14 hereof.

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

         "Subsidiary" means, (a) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by the Company and/or by one or
more of its Restricted Subsidiaries, or (b) any partnership, limited liability
company, association, joint venture or similar business organization more than
50% of the ownership interests having ordinary voting power of which shall at
the time be so owned or controlled.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, "TIA" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939, as amended.

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

         "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary:

         (a) has no Indebtedness other than Indebtedness that is without
recourse to the Company or its Restricted Subsidiaries;

         (b) is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary unless the terms of
any such agreement, contract, arrangement or understanding are not materially
less favorable to the Company or such Restricted Subsidiary than those that
might be obtained at the time from Persons who are not Affiliates of the
Company;

         (c) is a Person with respect to which neither the Company nor any of
its Restricted Subsidiaries has any (a) continuing direct or indirect obligation
to subscribe for additional Equity Interests or (b) direct or indirect
obligation to maintain or preserve such Person's financial condition or to cause
such Person to achieve any specified levels of operating results; and

         (d) has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of the Company or any of its Restricted
Subsidiaries.

                                       -8-

<PAGE>

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                     Defined in
                       Term                           Section
--------------------------------------------------   ----------
<S>                                                  <C>
"Bankruptcy Law" .................................      4.01
"Covenant Defeasance".............................      8.03
"Defaulted Interest"..............................      2.14
"Designated Senior Debt"..........................      10.2
"Event of Default"................................      6.01
"Legal Defeasance"................................      8.02
"Paying Agent"....................................      2.05
"Registrar".......................................      2.05
</TABLE>

Section 1.03. Incorporation by Reference of Trust Indenture Act.

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

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

         "indenture securities" means the Securities;

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

         "indenture to be qualified" means this Indenture;

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

         "obligor" on the Securities and the Security Guarantees means the
Company and the Guarantors, respectively, and any successor obligor upon the
Securities and the Security Guarantees, respectively.

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

Section 1.04. Rules of Construction.

         Unless the context otherwise requires:

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

                                      -9-

<PAGE>

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

         (c)      "or" is not exclusive;

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

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

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

                            ARTICLE 2. THE SECURITIES

Section 2.01. Form Generally

         The Securities of each series shall be substantially in the form of
Exhibit A hereto or in such other form as shall be established by delivery to
the Trustee of an Officers' Certificate or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the Officers executing such Securities as evidenced by their
execution of the Securities.

         The permanent Securities shall be printed, lithographed, engraved or
cord processed or produced by any combination of these methods or may be
produced in any other manner, provided that such method is permitted by the
rules of any securities exchange on which such Securities may be listed, all as
determined by the Officers executing such Securities as evidenced by their
execution of such Securities.

Section 2.02. Securities in Global Form.

         If Securities of a series are issuable as a Global Security, as
specified as contemplated by Section 2.03(a) hereof, then, notwithstanding
clause (9) of Section 2.03(a) hereof and the provisions of Section 2.03(b)
hereof, any such Global Security shall represent such of the outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate principal amount of outstanding Securities from
time to time endorsed thereon or otherwise notated on the books and records of
the Registrar and that the aggregate principal amount of outstanding Securities
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Security to reflect the aggregate principal amount of any increase or decrease
in the amount of

                                      -10-

<PAGE>

outstanding Securities represented thereby shall be made by the Trustee in such
manner and upon instructions given by the Holder thereof as required by Section
2.08 hereof.

         Global Securities may be issued in either registered or bearer form and
in either temporary or permanent form. Permanent Global Securities will be
issued in definitive form.

         The provisions of the last sentence of Section 2.04 hereof shall apply
to any Security represented by a Global Security if such Security was never
issued and sold by the Company, and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 14.04 or 14.05 hereof and need not be accompanied by an
Opinion of Counsel) with regard to the reduction in the principal amount of
Securities represented thereby, together with the written statement contemplated
by the last sentence of Section 2.04 hereof.

         Notwithstanding the provisions of Sections 2.02 and 2.14 hereof, unless
otherwise specified as contemplated by Section 2.03(a) hereof, payment of
principal of and any interest on any Global Security shall be made to the person
or persons specified therein.

         None of the Company, the Guarantor, if any, the Trustee of such series
of Securities, any Paying Agent or Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

Section 2.03. Title and Terms.

         (a)      The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series. There shall be established and, subject to
Section 2.04 hereof, set forth, or determined in the manner provided, in an
Officers' Certificate or established in one or more indentures supplemental
hereto, prior to the issuances of Securities of any series, any or all of the
following, as applicable:

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

                  (2)      any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of, transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Sections 2.08, 2.09, 2.12, 3.06,
         9.05 or 10.03 hereof and except for any Securities which, pursuant to
         Section 2.04 hereof, are deemed never to have been authenticated and
         delivered hereunder);

                  (3)      the price or prices at which the Securities of the
         series will be issued;

                                      -11-

<PAGE>

                  (4)      if the Securities of the series will be guaranteed
         and the terms of any such Security Guarantees;

                  (5)      the date or dates on which the principal amount and
         premium, if any, of the Securities of the series is payable;

                  (6)      the interest rate or rates or the method for
         calculating the interest rate, which may be fixed or variable, of the
         Securities of the series, the date or dates from which any such
         interest shall accrue and the Interest Payment Dates on which such
         interest shall be payable, subject to the right, if any, of the Company
         to defer or extend an Interest Payment Date and the duration of such
         deferral or extension;

                  (7)      the place or places where, subject to the provisions
         of Section 4.02 hereof, the principal of, premium, if any, and interest
         on Securities of the series will be payable and where any Securities of
         the series may be surrendered for registration of transfer, Securities
         of the series may be surrendered for exchange and notices and demands
         to or upon the Company in respect of the Securities of the series and
         this Indenture may be served;

                  (8)      the right, if any, to redeem the Securities of the
         series and the terms and conditions upon which Securities of the series
         may be redeemed, in whole or in part;

                  (9)      any mandatory or optional sinking fund or analogous
         provisions;

                  (10)     whether the Securities of the series will be secured
         and any provisions relating to the security provided;

                  (11)     if and the terms and conditions upon which the
         Securities of the series may or must be converted into securities of
         the Company or exchanged for securities of the Company or another
         enterprise;

                  (12)     if other than the principal amount thereof, the
         portion of the principal amount of any Securities of the series which
         shall be payable upon declaration of acceleration of the maturity
         thereof pursuant to Section 6.02 hereof;

                  (13)     whether the Securities of the series, in whole or any
         specified part, shall not be defeasible pursuant to Section 8.04 or
         8.05 hereof or both such Sections and, if other than by an Officers'
         Certificate, the manner in which any election by the Company to defease
         such Securities shall be evidenced;

                  (14)     any addition to or change in the Events of Default
         which apply to any Securities of the series and any change in the right
         of the Trustee or the requisite Holders of such Securities to declare
         the principal amount thereof due and payable pursuant to Section 6.02
         hereof;

                                      -12-

<PAGE>

                  (15)     if other than U.S. dollars, the currency or
         currencies in which payment of the principal of, premium, if any, and
         interest on the Securities of the series shall be payable and whether
         the Securities of the series may be satisfied and discharged other than
         as provided in Article 8 hereof;

                  (16)     any terms applicable to Original Issue Discount, if
         any, (as that term is defined in the Internal Revenue Code of 1986 and
         the Regulations thereunder) including the rate or rates at which such
         Original Issue Discount, if any, shall accrue;

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

                  (18)     whether the Securities of the series may be
         represented initially by a Security in temporary or permanent global
         form and, if so, the Depositary with respect to any such temporary or
         permanent Global Security, and if other than as provided in Section
         2.08 or 2.12 hereof, as applicable, whether and the circumstances under
         which beneficial owners of interests in any such temporary or permanent
         Global Security may exchange such interests for Securities of such
         series and of like tenor of any authorized form and denomination;

                  (19)     whether Securities of the series are to be issued as
         Registered Securities, Bearer Securities or both, the terms and
         conditions relating to the applicable form, including, but not limited
         to, tax compliance, registration and transfer procedures and, if in
         registered form, the denominations in which any Registered Securities
         of the series will be issuable if other than denominations of $1,000
         and any integral multiple thereof and if in bearer form, the
         denominations in which any Bearer Securities will be issuable;

                  (20)     any special United States federal income tax
         considerations applicable to the Securities of the series;

                  (21)     any addition to or change in the covenants set forth
         in Article 4 hereof which apply to Securities of the series;

                  (22)     whether the subordination provisions of Article 11
         hereof apply to the Securities of the series or any different
         subordination provisions, including a different definition of "Senior
         Debt," apply to the Securities of the series; and

                  (23)     any other terms of the Securities of the series
         (which terms shall not be inconsistent with the provisions of this
         Indenture, except as permitted by Section 9.01(i) hereof).

                                      -13-

<PAGE>

         All Securities of any one series shall be substantially identical
except as to denomination and the rate or rates of interest, if any, and Stated
Maturity, the date from which interest, if any, shall accrue and except as may
otherwise be provided in or pursuant to an Officers' Certificate pursuant to
this Section 2.03(a) or in any 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 for issuances of
additional Securities of such series or for the establishment of additional
terms with respect to the Securities of such series.

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

         (b)      Unless otherwise provided as contemplated by Section 2.03(a)
hereof with respect to any series of Securities, the Securities of such series
shall be issuable in denominations of $1,000 or integral multiples thereof.

Section 2.04. Execution, Authentication, Delivery and Dating.

         Two Officers shall sign the Securities for the Company by manual or
facsimile signature. If an Officer whose signature is on a Security no longer
holds that office at the time a Security is authenticated, the Security shall
nevertheless be valid.

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

         At any time and from time to time after the execution and delivery of
this Indenture (and subject to delivery of an Officers' Certificate or a
supplemental indenture as set forth in Section 2.03(a) hereof with respect to
the initial issuance of Securities of any series), 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 such Company
Order shall authenticate and deliver such Securities. If the forms or terms of
the Securities of the series have been established in or pursuant to one or more
Officers' Certificates as permitted by Sections 2.01 and 2.03(a) hereof, 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 shall be fully protected in relying upon, an Opinion of
Counsel stating:

         (a)      that the form or forms and terms of such Securities have been
duly authorized by the Company and established in conformity with the provisions
of this Indenture; and

         (b)      that such Securities when authenticated and delivered by the
Trustee or its authenticating agent and issued by the Company in the manner and
subject to any conditions

                                      -14-

<PAGE>

specified in such Opinion of Counsel, will constitute legal, valid and binding
obligations of the Company, enforceable in accordance with their terms, subject
to customary exceptions.

         Notwithstanding the provisions of Section 2.03(a) hereof 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 2.03(a) hereof and the
Opinion of Counsel required by the preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

         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 duly
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. The Trustee's 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.

                                                     [______________________],
                                                     as Trustee

                                                     By:

                                                     Authorized Officer

         Notwithstanding the foregoing, if any Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 2.13 hereof together with a written statement (which need
not comply with Section 14.04 or 14.05 hereof and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold by
the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.

Section 2.05. Registrar and Paying Agent.

         The Company shall maintain, with respect to each series of Securities,
an office or agency where such Securities may be presented for registration of
transfer or for exchange ("Registrar") and an office or agency where Securities
may be presented for payment ("Paying Agent"). The Registrar shall keep a
register of the Securities and of their transfer and exchange.

                                      -15-

<PAGE>

The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent.

Section 2.06. Paying Agent to Hold Money in Trust.

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

Section 2.07. Holder Lists.

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

Section 2.08. Registration, Registration of Transfer and Exchange.

         Upon surrender for registration of transfer of any Securities of a
series at an office or agency of the Company designated pursuant to Section 4.02
hereof for such purpose, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series of any authorized
denominations, of a like aggregate principal amount. The Company shall not
charge a service charge for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to pay all taxes, assessments or
other governmental charges that may be imposed in connection with the
registration of transfer or exchange of the Securities from the

                                      -16-

<PAGE>

Holder requesting such registration of transfer or exchange (other than any
exchange of a temporary Security for a permanent Security not involving any
change in ownership or any exchange pursuant to Section 2.12, 3.06, 9.05 or 10.3
hereof, not involving any transfer).

         Notwithstanding any other provisions (other than the provisions set
forth in the sixth and seventh paragraphs) of this Section 2.08, a Security in
global form representing all or a portion of the Securities of a series may not
be transferred except as a whole by the Depositary for such series to a nominee
of such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor
Depositary.

         At the option of the Holder of Securities of any series, Securities of
such series may be exchanged for other Securities of the same series of any
authorized denomination or denominations 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, the Securities
which the Holder making the exchange is entitled to receive.

         Unless otherwise specified as contemplated by Section 2.03(a) hereof,
if the Securities of any series shall have been issued in the form of one or
more Global Securities, such series of Securities in global form will be
exchanged for Securities of such series in permanent form if (i) the Depositary
for the Securities of such series notifies the Company that it is unwilling or
unable to continue as Depositary for the Securities of such series and a
successor Depositary for the Securities of such series is not appointed by the
Company within 120 days after the Company receives such notice, (ii) the Company
in its sole discretion determines that the Securities of such series shall no
longer be represented by such Global Security or Securities or (iii) an Event of
Default with respect to the Securities of such series shall have occurred and be
continuing. In any such event the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of permanent
Securities of such series, will authenticate and deliver Securities of such
series in permanent form and in an aggregate principal amount equal to the
principal amount of the Security or Securities in global form representing such
series in exchange for such Security or Securities in global form.

         Notwithstanding the foregoing, except as otherwise specified in the
preceding paragraph or as contemplated by Section 2.03(a) hereof, any Global
Security shall be exchangeable only as provided in this paragraph. If the
beneficial owners of interests in a Global Security are entitled to exchange
such interests for permanent Securities of such series and of like principal
amount and tenor but of another authorized form and denomination, as specified
as contemplated by Section 2.03(a) hereof, then without unnecessary delay but in
any event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee permanent Securities in
aggregate principal amount equal to the principal amount of such Global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such Global Security shall be surrendered by the
Depositary with respect thereto to the Trustee, as the Company's agent for such
purpose, to be exchanged, in whole or from time

                                      -17-

<PAGE>

to time in part, for permanent Securities without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such Global Security,
an equal aggregate principal amount of permanent Securities of the same series
of authorized denominations and of like tenor as the portion of such Global
Security to be exchanged which shall be in the form of Securities, or any
combination thereof, as shall be specified by the beneficial owner thereof;
provided, however, that notwithstanding the last paragraph of this Section 2.08
hereof, no such exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities of that series to be
redeemed and ending on the relevant Redemption Date. If a Registered Security is
issued in exchange for any portion of a Global Security after the close of
business at the office or agency where such exchange occurs on (i) any Regular
Record Date and before the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest (as defined herein), interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Security,
but will be payable on such Interest Payment Date or proposed date for payment,
as the case may be, only to the Person to whom interest in respect of such
portion of such Global Security is payable in accordance with the provisions of
this Indenture.

         Upon the exchange of a Security in global form for Securities in
permanent form, such Security in global form shall be cancelled by the Trustee.
All cancelled Securities held by the Trustee shall be destroyed by the Trustee
in accordance with its customary procedures and, upon the Company's written
request, a certificate of their destruction shall be delivered to the Company.
Securities issued in exchange for a Security in global form pursuant to this
Section 2.08 hereof shall be registered in such names and in such authorized
denominations as the Depositary for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee in writing. The Trustee shall deliver such Securities as
instructed in writing by the Depositary.

         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 be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Company and the Registrar duly executed,
by the Holder thereof or his attorney duly authorized in writing.

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

                                      -18-

<PAGE>

Section 2.09. Replacement Securities.

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

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

Section 2.10. Outstanding Securities.

         The Securities of any series outstanding at any time are all the
Securities of such series authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation, those reductions in the interest
in a Global Security effected by the Trustee in accordance with the provisions
hereof, and those described in this Section as not outstanding. Except as set
forth in Section 2.11 hereof, a Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security. Subject
to the foregoing, only Securities outstanding at the time of such determination
shall be considered in any such determination (including, without limitation,
determinations pursuant to Articles 6 and 9 hereof). In addition, in determining
whether the Holders of the requisite principal amount of outstanding Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, (i) the principal amount of a 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 6.02
hereof and (ii) the principal amount of a Security denominated in a foreign
currency or currencies shall be the dollar equivalent, as determined on the date
of original issuance of such Security, of the principal amount (or, in the case
of a Discount Security, the dollar equivalent on the date of original issuance
of such Security of the amount determined as provided in (i) above) of such
Security.

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

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

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Securities payable on that

                                      -19-

<PAGE>

date, then on and after that date such Securities shall be deemed to be no
longer outstanding and shall cease to accrue interest.

Section 2.11. Treasury Securities.

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

Section 2.12. Temporary Securities.

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

         Holders of temporary Securities of any series shall be entitled to all
of the benefits of this Indenture as permanent Securities of the same series.

Section 2.13. Cancellation.

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

Section 2.14. Payment of Interest.

         Unless otherwise provided as contemplated by Section 2.03(a) hereof
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.

                                      -20-

<PAGE>

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

         Subject to the foregoing provisions of this Section 2.14 and Section
2.08 hereof, 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 2.15. 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 (except as
otherwise specified as contemplated by Section 2.03(a) hereof and subject to
Sections 2.08 and 2.14 hereof) 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.

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

Section 2.16. Computation of Interest.

         Except as otherwise specified as contemplated by Section 2.03(a) hereof
for Securities of any series, (i) interest on any Securities which bear interest
at a fixed rate shall be computed on the basis of a 360-day year comprised of
twelve 30-day months and (ii) interest on any Securities which bear interest at
a variable rate shall be computed on the basis of the actual number of days in
an interest period divided by 360.

Section 2.17. CUSIP Numbers.

                                      -21-

<PAGE>

         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 of a series 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 of such series, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
provide prompt notice to the Trustee of any change in the "CUSIP" numbers with
written notice to follow.

                       ARTICLE 3. REDEMPTION AND PREPAYMENT

Section 3.01. Right to Redeem; Notices to Trustee.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.03(a) hereof for Securities of
any series) in accordance with this Article 3. If the Company elects to redeem
Securities of any series, it shall furnish to the Trustee, at least 45 days (or
such shorter period as may be acceptable to the Trustee) but not more than 75
days before a redemption date, an Officers' Certificate setting forth (i) the
clause of this Indenture pursuant to which the redemption shall occur, (ii) the
Redemption Date, (iii) the principal amount of Securities of such series to be
redeemed, (iv) any other information necessary to identify the Securities of
such series to be redeemed and (v) the Redemption Price.

Section 3.02. Selection of Securities to Be Redeemed.

         Unless otherwise specified as contemplated by Section 2.03(a) hereof
with respect to any series of Securities, if less than all of the Securities of
a series are to be redeemed or purchased in an offer to purchase at any time,
the Trustee will select the Securities to be redeemed or purchased among the
Holders of the Securities of that Series in compliance with the requirements of
the principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not so listed, on a pro rata basis, by lot or
in accordance with any other method the Trustee considers fair and appropriate.
In the event of partial redemption by lot, the particular Securities to be
redeemed shall be selected, unless otherwise provided herein, not less than 30
nor more than 60 days prior to the Redemption Date by the Trustee from the
outstanding Securities not previously called for redemption.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Security selected for
partial redemption, the principal amount thereof to be redeemed. Unless
otherwise specified as contemplated by Section 2.03(a) hereof, Securities and
portions of Securities selected will be in amounts of $1,000 or whole multiples
of $1,000. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption.

Section 3.03. Notice of Redemption to Holders.

                                      -22-

<PAGE>

         Unless otherwise specified as contemplated by Section 2.03(a) hereof
with respect to any series of Securities, at least 30 days but not more than 60
days before a Redemption Date, the Company shall mail or cause to be mailed, by
first class mail, a notice of redemption to each Holder whose Securities are to
be redeemed at its registered address.

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

         (a)      the Redemption Date;

         (b)      the Redemption Price;

         (c)      if less than all the outstanding Securities of any series are
to be redeemed, the identification (and in the case of partial redemption, the
principal amount) of the particular Security to be redeemed;

         (d)      that, after the Redemption Date upon surrender of such
Security, a new Security or Securities in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Security;

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

         (f)      that Securities called for redemption must be surrendered to
the Paying Agent to collect the Redemption Price;

         (g)      that, unless the Company defaults in making such redemption
payment, interest, if any, on Securities called for redemption ceases to accrue
on and after the Redemption Date;

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

         (i)      that the redemption is for a sinking fund, if such is the
case; and

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

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
Redemption Date (or such shorter period as may be acceptable to the Trustee), an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

         Notwithstanding the foregoing, a redemption notice may be mailed more
than 60 days prior to the Redemption Date if the notice is issued in connection
with a defeasance of the Securities or satisfaction and discharge of this
Indenture.

                                      -23-

<PAGE>


Section 3.04. Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.03
hereof, Securities called for redemption become irrevocably due and payable on
the Redemption Date at the Redemption Price. A notice of redemption may not be
conditional.

Section 3.05. Deposit of Redemption Price.

         Prior to 10:00 a.m. (Eastern Time) on the Redemption Date, the Company
shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the Redemption Price of and accrued interest on all Securities of a series to be
redeemed on that date. The Trustee or the Paying Agent shall promptly return to
the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the Redemption Price of, and
accrued interest on, all Securities to be redeemed.

         If the Company complies with the provisions of the preceding paragraph,
on and after the Redemption Date, interest shall cease to accrue on the
Securities or the portions of Securities called for redemption. If a Security is
redeemed on or after a Regular Record Date but on or prior to the related
Interest Payment Date, then any accrued and unpaid interest shall be paid to the
Person in whose name such Security was registered at the close of business on
such Regular Record Date. If any Security called for redemption shall not be so
paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, interest shall be paid on the unpaid
principal from the Redemption Date until such principal is paid, and to the
extent lawful on any interest not paid on such unpaid principal, in each case at
the rate provided in the Securities and in Section 4.01 hereof.

Section 3.06. Securities Redeemed in Part.

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

                               ARTICLE 4. COVENANTS

Section 4.01. Payment of Securities.

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

Section 4.02. Maintenance of Office or Agency.

                                      -24-

<PAGE>

         The Company shall maintain in each place of payment for any series of
Securities an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Securities of a
series may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Securities of such
series and this Indenture may be served. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee.

         The Company also may from time to time designate one or more other
offices or agencies where the Securities of a 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 shall give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

         With respect to any Global Security, and except as otherwise may be
specified for such Global Security as contemplated by Section 2.03(a) hereof,
the Corporate Trust Office for the Trustee shall be the place of payment where
such Global Security may be presented or surrendered for payment or for
registration of transfer or exchange, or where successor Securities may be
delivered in exchange therefore, provided, however, that any such payment,
presentation, surrender or delivery effected pursuant to the procedures of the
Depositary for such Global Security shall be deemed to have been effected at the
place of payment for such Global Security in accordance with the provisions of
this Indenture.

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.04
hereof.

Section 4.03. Reports.

         Whether or not required by the rules and regulations of the SEC, so
long as any Securities of any series are outstanding, the Company shall furnish
to the Holders of such series of Securities (i) all quarterly and annual
financial information that would be required to be contained in a filing with
the SEC on Forms 10-Q and 10-K if the Company were required to file such forms,
including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, with respect to the annual information only, a
report thereon by the Company's certified independent accountants and (ii) all
current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports, in each case, within the time
periods specified in the SEC's rules and regulations. In addition, whether or
not required by the rules and regulations of the SEC, the Company shall file a
copy of all such information and reports with the SEC for public availability
within the time periods specified in the SEC's rules and regulations (unless the
SEC will not accept such a filing) and make such

                                      -25-

<PAGE>

information available to securities analysts and prospective investors upon
request. The Company shall at all times comply with TIA Section 314(a).

         Delivery of such reports to the Trustee is for informational purposes
only and the Trustee's receipt of such reports shall not constitute constructive
notice of any information contained therein or determinable from information
contained therein, including the Company's compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

Section 4.04. Compliance Certificate.

         The Company and each Guarantor, if any, (to the extent that such
Guarantor is so required under the TIA) shall deliver to the Trustee, within 120
days after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Securities is prohibited or if such event has occurred,
a description of the event and what action the Company is taking or proposes to
take with respect thereto.

                              ARTICLE 5. SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of Assets.

         Unless otherwise specified as contemplated by Section 2.03(a) hereof,
the Company shall not, directly or indirectly: (1) consolidate or merge with or
into another Person (whether or not the Company is the surviving corporation);
or (2) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to another
Person; unless:

         (a)      either: (i) the Company is the surviving corporation; or (ii)
the Person formed by or surviving any such consolidation or merger (if other
than the Company) or to which such sale, assignment, transfer, conveyance or
other disposition has been made is a corporation organized or existing under the
laws of the United States, any state of the United States or the District of
Columbia; or

         (b)      the Person formed by or surviving any such consolidation or
merger (if other than the Company) or the Person to which such sale, assignment,
transfer, conveyance or other

                                      -26-
<PAGE>

disposition has been made assumes all the obligations of the Company under the
Securities and this Indenture pursuant to a supplemental indenture reasonably
satisfactory to the Trustee.

         In addition, the Company may not, directly or indirectly, lease all or
substantially all of the properties or assets of the Company and its Restricted
Subsidiaries, taken as a whole, in one or more related transactions, to any
other Person. This Section 5.01 will not apply to a sale, assignment, transfer,
conveyance or other disposition of assets between or among the Company and any
of the Guarantors, as applicable.

Section 5.02. Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
conveyance, transfer or other disposition of all or substantially all of the
properties or assets of the Company and its Restricted Subsidiaries, taken as a
whole in accordance with the provisions of Section 5.01 hereof, the successor
Person formed by such consolidation or into which the Company is merged or to
which such sale, assignment, transfer, conveyance or other disposition is made,
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
had been named as the Company therein. When a successor assumes all the
obligations of its predecessor under this Indenture and the Securities following
a consolidation or merger, or any sale, assignment, transfer, conveyance,
transfer or other disposition of 90% or more of the assets of the predecessor in
accordance with the foregoing provisions, the predecessor shall be released from
those obligations.

                        ARTICLE 6. DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

         Unless otherwise specified as contemplated by Section 2.03(a) hereof
with respect to any series of Securities, an "Event of Default" occurs, with
respect to each series of Securities individually, if:

         (a)      the Company defaults in the payment when due of interest on
the Securities of such series and such default continues for a period of 30
days;

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

         (c)      the Company fails to comply with any of the provisions of
Section 5.01 hereof if applicable to such series of Securities;

         (d)      the Company fails to observe or perform any other covenant or
other agreement in this Indenture applicable to such series of Securities or the
Securities of such series for 60 days after notice to the Company by the Trustee
or the Holders of at least 25% in aggregate principal amount of the Securities
of such series then outstanding voting as a single class;

                                      -27-
<PAGE>

         (e)      the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

                  (i)      commences a voluntary case,

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

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

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

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

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

                  (i)      is for relief against the Company or any of its
         Restricted Subsidiaries that is a Significant Subsidiary in an
         involuntary case;

                  (ii)     appoints a custodian of the Company or any of its
         Restricted Subsidiaries or for all or substantially all of the property
         of the Company or any of its Restricted Subsidiaries that is a
         Significant Subsidiary; or

                  (iii)    orders the liquidation of the Company or any of its
         Restricted Subsidiaries that is a Significant Subsidiary;

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

         (g)      except as permitted by this Indenture, any Security Guarantee
relating to such series of Securities is held in any final, non-appealable
judicial proceeding to be unenforceable or invalid or shall cease for any reason
to be in full force and effect or any Guarantor relating to such series of
Securities, or any Person acting on behalf of any such Guarantor, shall deny or
disaffirm its obligations under such Guarantor's Security Guarantee (unless such
Guarantor could be released from its Guarantee in accordance with this Indenture
and as specified pursuant to Section 2.03(a) hereof); or

         (h)      any other Event of Default provided with respect to the
Securities of that series, which is specified in a supplemental indenture hereto
or an Officers' Certificate, in accordance with Section 2.03(a) hereof.

Section 6.02. Acceleration.

         If any Event of Default (other than an Event of Default specified in
clause (e) or (f) of Section 6.01 hereof with respect to the Company) occurs and
is continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Securities of that series may

                                      -28-
<PAGE>

declare all the Securities of that series to be due and payable immediately.
Upon any such declaration, the Securities of that series shall become due and
payable immediately. Notwithstanding the foregoing, if an Event of Default
specified in clause (e) or (f) of Section 6.01 hereof occurs with respect to the
Company, all outstanding Securities of that series shall be due and payable
immediately without further action or notice. The Holders of a majority in
aggregate principal amount of the then outstanding Securities of a series by
written notice to the Trustee may on behalf of all of the Holders of such series
of Securities rescind an acceleration and its consequences if all existing
Events of Default (except nonpayment of principal, interest or premium that has
become due solely because of the acceleration) have been cured or waived;
provided (a) the Company has paid or deposited with the Trustee a sum sufficient
to pay 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 all other amounts due to the Trustee under Section 7.07, and
(b) the rescission does not conflict with any judgment or decree of a court of
competent jurisdiction.

Section 6.03. Other Remedies.

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

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

Section 6.04. Waiver of Past Defaults.

         Subject to Section 6.02, Holders of not less than a majority in
aggregate principal amount of the then outstanding Securities of a series by
notice to the Trustee may on behalf of the Holders of all of the Securities of
such series waive an existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of the
principal of, premium, if any, or interest on, the Securities of that series
(including in connection with an offer to purchase) (provided, however, that the
Holders of a majority in aggregate principal amount of the then outstanding
Securities of a series may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

Section 6.05. Control by Majority.

                                      -29-
<PAGE>

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

Section 6.06. Limitation on Suits.

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

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

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

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

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

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

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

Section 6.07. Rights of Holders of Securities to Receive Payment and Convert.

         Notwithstanding any other provision of this Indenture, the Holder of
any Security shall have the right to receive payment of principal of, premium,
if any, and interest on such Security, on or after the respective due dates
expressed in such Security (including in connection with an offer to purchase),
or to bring suit for the enforcement of any such payment on or after such
respective dates shall not be impaired or affected without the consent of such
Holder.

Section 6.08. Collection Suit by Trustee.

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

                                      -30-
<PAGE>

remaining unpaid on the Securities of any series and interest on overdue
principal and, to the extent lawful, interest and such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

Section 6.09. Trustee May File Proofs of Claim.

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

Section 6.10. Priorities.

         If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

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

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

                                      -31-
<PAGE>

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

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

Section 6.11. Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Security of any series pursuant to Section 6.07 hereof, or a suit by Holders
of more than 10% in principal amount of the then outstanding Securities of any
series.

                                ARTICLE 7. TRUSTEE

Section 7.01. Duties of Trustee.

         (a)      If an Event of Default with respect to the Securities of any
series has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in its exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person's own affairs.

         (b)      With respect to the Securities of any series, except during
the continuance of an Event of Default with respect to Securities of such
series:

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

                  (ii)     in the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

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

                  (i)      this paragraph does not limit the effect of paragraph
         (b) of this Section 7.01;

                                      -32-
<PAGE>

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

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

         (d)      Whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), and (c) of this Section 7.01.

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

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

Section 7.02. Rights of Trustee.

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

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

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

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

                                      -33-
<PAGE>

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

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

         (g)      The Trustee shall not be charged with knowledge of any Default
or Event of Default with respect to the Securities unless either (i) a
Responsible Officer of the Trustee shall have actual knowledge of such Default
or Event of Default or (ii) written notice of such Default or Event of Default
shall have been given to the Trustee by the Company or by any Holder of
Securities.

         (h)      The permissive rights of the Trustee enumerated herein shall
not be construed as duties of the Trustee.

Section 7.03. Individual Rights of Trustee.

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

Section 7.04. Trustee's Disclaimer.

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

Section 7.05. Notice of Defaults.

         If a Default or Event of Default occurs and is continuing with respect
to a series of Securities and if it is known to the Trustee, the Trustee shall
mail to Holders of Securities of such series a notice of the Default or Event of
Default within 90 days after it occurs. Except in the case of a Default or Event
of Default in payment of principal of, premium, if any, or interest on any
Security, the Trustee may withhold the notice if and so long as a committee of
its

                                      -34-
<PAGE>

Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Securities.

Section 7.06. Reports by Trustee to Holders of the Securities.

         Within 60 days after each ________ beginning with the ________
following the date of this Indenture, and for so long as Securities of any
series remain outstanding, the Trustee shall mail to the Holders of the
Securities of such series a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA Section
313(b)(2). The Trustee also shall transmit by mail all reports as required by
TIA Section 313(c).

         A copy of each report at the time of its mailing to the Holders of
Securities shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Securities are listed in accordance with TIA Section
313(d). The Company shall promptly notify the Trustee when the Securities are
listed on any stock exchange.

Section 7.07. Compensation and Indemnity.

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

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

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

                                      -35-
<PAGE>

         To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest on particular Securities. Such Lien shall survive the satisfaction and
discharge of this Indenture.

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

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

Section 7.08. Replacement of Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

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

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

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

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

         (d)      the Trustee becomes incapable of acting.

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

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

                                      -36-
<PAGE>

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

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

Section 7.09. Successor Trustee by Merger, etc.

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

Section 7.10. Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

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

Section 7.11. Preferential Collection of Claims Against Company.

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

               ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

         Unless otherwise specified as contemplated by Section 2.03(a) hereof
with respect to Securities of a particular series, the Company may elect, at its
option, at any time, to have either Section 8.02 or 8.03 hereof be applied to
all outstanding Securities of any series designated pursuant to Section 2.03(a)
hereof as being defeasible (the "Defeased Securities") in accordance

                                      -37-
<PAGE>

with any additional requirements provided pursuant to Section 2.03(a) hereof and
upon compliance with the conditions set forth below in this Article 8. Any such
election shall be evidenced by a Board Resolution set forth in an Officers'
Certificate or in another manner specified as contemplated by Section 2.03(a)
hereof for such Securities.

Section 8.02. Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option (if
any) to have this Section 8.02 applied to any Securities of any series, the
Company shall, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, be deemed to have been discharged from its obligations with
respect to all outstanding Defeased Securities on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Defeased
Securities, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Defeased Securities and this Indenture (and the Trustee,
on demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Defeased Securities to receive solely from the trust fund under
Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest on such Defeased
Securities when such payments are due, (b) the Company's obligations with
respect to such Defeased Securities under Article 2 and Section 4.01 hereof, (c)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and
the Company's obligations in connection therewith and (d) this Article 8.
Subject to compliance with this Article 8, the Company may exercise its option
under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.

Section 8.03. Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option (if
any) to have this Section 8.03 applied to any Securities of any series the
Company and, if applicable, each Guarantor shall, subject to the satisfaction of
the conditions set forth in Section 8.04 hereof, be released from its
obligations under Sections 4.03, 4.05 and 4.06 hereof and Articles 5 and 12
hereof and such other provisions as may be provided as contemplated by Section
2.03(a) hereof with respect to Securities of a particular series and with
respect to the outstanding Defeased Securities on and after the date the
conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
"Covenant Defeasance"), and the Defeased Securities shall thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders of such Defeased Securities (and the consequences
of any thereof) in connection with such covenants, but shall continue to be
deemed "outstanding" for all other purposes hereunder (it being understood that
such Defeased Securities shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Defeased Securities, the Company and, if applicable, each Guarantor
may omit to comply with

                                      -38-
<PAGE>

and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Defeased Securities shall be unaffected thereby. In addition,
upon the Company's exercise under Section 8.01 hereof of the option applicable
to this Section 8.03 hereof, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof and Sections 6.01(c), (d) and (g) hereof shall not
constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

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

         Unless otherwise specified as contemplated by Section 2.03(a) hereof
with respect to any series of Securities, in order to exercise either Legal
Defeasance or Covenant Defeasance:

         (a)      the Company must irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders, cash, non-callable Government Securities,
or a combination thereof, in such amounts as will be sufficient to pay the
principal of, premium, if any, and interest on the outstanding Securities of
such series on the stated date for payment thereof or on the applicable
redemption date, as the case may be;

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

         (c)      in the case of an election under Section 8.03 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel confirming
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; and

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

                                      -39-
<PAGE>

Section 8.05. Deposited Money and Government Securities to be Held in Trust;
              Other Miscellaneous Provisions.

         Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding
Defeased Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Defeased Securities and this Indenture,
to the payment, either directly or through any Paying Agent (including the
Company acting as Paying Agent) as the Trustee may determine, to the Holders of
such Defeased Securities of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding
Defeased Securities.

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

Section 8.06. Repayment to Company.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Securities of a 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 its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such series of
Securities shall thereafter look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in The New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

Section 8.07. Reinstatement.

                                      -40-
<PAGE>

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

                   ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Securities.

         Notwithstanding Section 9.02 hereof, the Company, the Guarantors, if
any, and the Trustee at any time and from time to time may amend this Indenture
or enter into one or more indentures supplemental hereto without the consent of
any Holder of a Security for any of the following purposes:

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

         (b)      to provide for uncertificated Securities in addition to or in
place of certificated Securities in a manner that does not materially adversely
affect any Holder;

         (c)      to provide for the assumption of the Company's or, if
applicable, a Guarantor's obligations to the Holders of the Securities or a
series by a successor pursuant to Article 5 or 12 hereof;

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

         (e)      to comply with requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA;

         (f)      to add a Guarantor with respect to Securities of any series;

         (g)      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 7.08
hereof;

                                      -41-
<PAGE>

         (h)      to mortgage, pledge, hypothecate or grant a security interest
in favor of the Trustee for the benefit of the Holders of Securities of any
series as additional security for the payment and performance of the Company's
or, if applicable, a Guarantor's obligations herein in any property or assets;

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

         (j)      to establish the form and terms of Securities of any series
permitted by Sections 2.01 and 2.03(a) hereof, respectively.

         Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee shall join with the Company and, if applicable, the Guarantors in
the execution of any amended or supplemental Indenture authorized or permitted
by the terms of this Indenture and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02. With Consent of Holders of Securities.

         Except as provided below in this Section 9.02, the Company and the
Trustee may amend this Indenture or the Securities of any series with the
consent of the Holders of at least a majority in principal amount of the
Securities of such series then outstanding voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, such Securities), and, subject to Sections 6.04 and 6.07 hereof,
any existing Default or Event of Default with respect to a particular series of
Securities (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on such Securities, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture or such Securities may be waived with the
consent of the Holders of a majority in principal amount of the then outstanding
Securities of such series voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, such
Securities).

         Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Securities as aforesaid, and upon receipt by the
Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company and, if applicable, the Guarantors in the execution of
such amended or supplemental Indenture unless such amended or supplemental
Indenture directly affects the

                                      -42-
<PAGE>

Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such amended or supplemental Indenture.

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

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of Securities affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof and
except as otherwise provided below in this Section 9.02, the Holders of a
majority in aggregate principal amount of the Securities of any series then
outstanding voting as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture or the Securities
of such series. However, without the consent of each Holder affected, an
amendment or waiver under this Section 9.02 may not (with respect to any
Securities of such series held by a non-consenting Holder):

         (a)      change the Stated Maturity of, the principal of, or any
installment of principal or interest on, any such Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon redemption thereof or reduce the amount of principal of or premium, if any,
on any such Discount Security that would be due and payable upon a declaration
of acceleration of maturity thereof pursuant to Section 6.02 hereof, or change
the place of payment where, or change the coin or currency in which, any
principal of, or any installment of interest on, any such Security 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);

         (b)      reduce the percentage in principal amount of the outstanding
Securities of any series, the consent of whose Holders is required for any such
amendment or 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) with respect to the
Securities of such series provided for in this Indenture;

         (c)      modify any of the provisions of this Section 9.02 or Section
6.04 or 6.07 hereof, except to increase the percentage of outstanding Securities
of such series required for such actions to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each outstanding Security of a series affected thereby;

         (d)      release any applicable Guarantor from any of its obligations
under its Security Guarantee or this Indenture, except in accordance with the
terms of this Indenture; or

         (e)      change such other matters as may be specified pursuant to
Section 2.03(a) hereof.

                                      -43-
<PAGE>

Section 9.03. Compliance with Trust Indenture Act.

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

Section 9.04. Revocation and Effect of Consents.

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

Section 9.05. Notation on or Exchange of Securities.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Security of a series thereafter authenticated. The
Company in exchange for all Securities of a series may issue and the Trustee
shall, upon receipt of a Company Order, authenticate new Securities of such
series that reflect the amendment, supplement or waiver. Failure to make the
appropriate notation or issue a new Security shall not affect the validity and
effect of such amendment, supplement or waiver.

Section 9.06. Trustee to Sign Amendments, etc.

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
14.04 hereof, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

Section 9.07. Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article 9,
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, except to the extent otherwise set forth thereon.

                                      -44-
<PAGE>

                            ARTICLE 10. SINKING FUNDS

Section 10.01. Applicability of Article.

         The provisions of this Article 10 shall be applicable to any sinking
fund for the retirement of Securities of a series, except as otherwise specified
as contemplated by Section 2.03(a) hereof 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 10.02 hereof. Each sinking fund payment shall be applied to
the redemption of Securities of any series as provided for by the terms of the
Securities of such series.

Section 10.02. Satisfaction of Sinking Fund Payments with Securities.

         The Company (a) may deliver outstanding Securities of a series with the
same issue date, interest rate and Stated Maturity (other than any previously
called for redemption) and (b) may apply as a credit Securities of a series with
the same issue date, interest rate and Stated Maturity 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 mandatory sinking fund payment with respect to the Securities of such
series with the same issue date, interest rate and Stated Maturity; 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 10.03. Redemption of Securities for Sinking Fund.

         Not less than 60 days (or such shorter period as shall be acceptable to
the Trustee) 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 10.02 hereof 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 3.02 hereof 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 3.03 hereof. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 3.04 and 3.06 hereof.

                                      -45-
<PAGE>

                            ARTICLE 11. SUBORDINATION

Section 11.01. Agreement to Subordinate.

         The Company agrees, and each Holder by accepting a Security agrees
that, unless otherwise specified as contemplated by Section 2.03(a) hereof, the
Indebtedness evidenced by the Security is subordinated in right of payment, to
the extent and in the manner provided in this Article 11, to the prior payment
in full of all Senior Debt with respect to such Security (whether outstanding on
the date hereof or hereafter created, incurred, assumed or guaranteed), and that
the subordination is for the benefit of the holders of such Senior Debt.

Section 11.02. Liquidation; Dissolution; Bankruptcy.

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

         (a)      holders of Senior Debt shall be entitled to receive payment in
full of all Obligations due in respect of such Senior Debt (including interest
after the commencement of any such proceeding at the rate specified in the
applicable Senior Debt, whether or not allowable as a claim in such proceeding)
before Holders of the Securities of a series shall be entitled to receive any
payment with respect to such Securities (except that Holders may receive and
retain (A) Permitted Junior Securities and (B) payments and other distributions
made from any defeasance trust created pursuant to Section 8.01 hereof); and

         (b)      until all Obligations with respect to Senior Debt (as provided
in clause (a) above) are paid in full, any distribution to which Holders of
Securities of such series would be entitled but for this Article 11 shall be
made to holders of Senior Debt (except that Holders of Securities or the
Trustee, as the case may be, may receive and retain (A) Permitted Junior
Securities, (B) payments and other distributions made from any defeasance trust
created pursuant to Section 8.01 hereof, and (C) all amounts due to the Trustee
under Section 7.07 hereunder), as their interests may appear.

Section 11.03. Default on Designated Senior Debt.

         (a)      The Company may not make any payment or distribution in
respect of the Securities of such series (other than (A) Permitted Junior
Securities and (B) payments and other distributions made from any defeasance
trust created pursuant to Section 8.01 hereof) if:

                  (i)      a default in the payment of any principal or other
         Obligations with respect to Designated Senior Debt occurs and is
         continuing beyond any applicable grace period in the agreement,
         indenture or other document governing such Designated Senior Debt (a
         "payment default"); or

                                      -46-
<PAGE>

                  (ii)     a default, other than a payment default, on
         Designated Senior Debt occurs and is continuing that then permits
         holders of the Designated Senior Debt to accelerate its maturity and
         the Trustee receives a notice of the default (a "Payment Blockage
         Notice") from a Person who may give it pursuant to Section 11.12
         hereof. If the Trustee receives any such Payment Blockage Notice, no
         subsequent Payment Blockage Notice shall be effective for purposes of
         this Section 11.03 unless and until (A) at least 360 days shall have
         elapsed since the delivery of the immediately prior Payment Blockage
         Notice and (B) all scheduled payments of principal, premium, if any,
         and interest, if any, on the Securities that have come due have been
         paid in full in cash. No nonpayment default that existed or was
         continuing on the date of delivery of any Payment Blockage Notice to
         the Trustee shall be, or be made, the basis for a subsequent Payment
         Blockage Notice unless such default shall have been waived for a period
         of not less than 90 days.

         (b)      The Company may and shall resume payments on and distributions
in respect of the Securities of such series upon the earlier of:

                  (i)      the date upon which the default is cured or waived or
         such Designated Senior Debt is discharged or paid in full, or

                  (ii)     in the case of a default referred to in clause (ii)
         Section 11.04(a) hereof 179 days pass after notice is received if the
         maturity of such Designated Senior Debt has not been accelerated.

Section 11.04. Acceleration of Securities.

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

Section 11.05. When Distribution Must Be Paid Over.

         In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Securities of a series at a time when such
payment is prohibited by Section 11.04 hereof, such payment shall be held by the
Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith
over and delivered, upon written request, to, the holders of Senior Debt with
respect to Securities of such series as their interests may appear or their
Representative under this Indenture or other agreement (if any) pursuant to
which such Senior Debt may have been issued, as their respective interests may
appear, for application to the payment of all Obligations with respect to such
Senior Debt remaining unpaid to the extent necessary to pay such Obligations in
full in accordance with their terms, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Debt, except for
amounts due to the Trustee under Section 7.07 hereof.

         With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 11, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this

                                      -47-
<PAGE>

Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt, and shall not be liable to any
such holders if the Trustee shall pay over or distribute to or on behalf of
holders or the Company or any other Person money or assets to which any holders
of Senior Debt shall be entitled by virtue of this Article 11, except if such
payment is made as a result of the willful misconduct or negligence of the
Trustee.

Section 11.06. Notice by Company.

         The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Obligations
with respect to the Securities to violate this Article 11, but failure to give
such notice shall not affect the subordination of the Securities to Senior Debt
as provided in this Article 11.

Section 11.07. Subrogation.

         After all Senior Debt is paid in full and until the Securities of a
series are paid in full, Holders of Securities of such series shall be
subrogated (equally and ratably with all other Indebtedness pari passu with the
Securities of such series) to the rights of holders of Senior Debt with respect
to Securities of such series to receive distributions applicable to such Senior
Debt to the extent that distributions otherwise payable to the Holders of
Securities of such series have been applied to the payment of Senior Debt. A
distribution made under this Article 11 to holders of Senior Debt that otherwise
would have been made to Holders of Securities is not, as between the Company and
Holders, a payment by the Company on the Securities.

Section 11.08. Relative Rights.

         This Article 11 defines the relative rights of Holders of Securities
and holders of Senior Debt. Nothing in this Indenture shall:

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

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

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

         If the Company fails because of this Article 11 to pay principal of,
premium, if any, or interest on a Security on the due date, the failure is still
a Default or Event of Default.

Section 11.09. Subordination May Not Be Impaired by Company.

                                      -48-
<PAGE>

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

Section 11.10. Distribution or Notice to Representative.

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

         Upon any payment or distribution of assets of the Company referred to
in this Article 11, the Trustee and the Holders of Securities shall be entitled
to rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Securities for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of the Senior Debt and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 11.

Section 11.11. Rights of Trustee and Paying Agent.

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

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

Section 11.12. Authorization to Effect Subordination.

         Each Holder of Securities, by the Holder's acceptance thereof,
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in this Article 11, and appoints the Trustee to act as such Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 6.09 hereof at least 30 days before the expiration of the
time to file such claim, the Representatives are hereby authorized to file an
appropriate claim for and on behalf of the Holders of the Securities.

Section 11.13. Trustee's Fees Not Subordinated.

                                      -49-
<PAGE>

         Nothing in this Article 11 will apply to amounts due to the Trustee
pursuant to Section 7.07.

                         ARTICLE 12. SECURITY GUARANTEES

Section 12.01. Applicability of this Article.

         Except as otherwise specified as contemplated by Section 2.03(a)
hereof, the provisions of this Article 12 will be applicable to any series of
Securities which is to be guaranteed by one or more Guarantors.

Section 12.02. Guarantee.

         Subject to this Article 12, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of Securities of a
particular series as to which it is a Guarantor authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns, irrespective of
the validity and enforceability of this Indenture, the Securities of such series
or the obligations of the Company hereunder or thereunder, that: (a) the
principal of, premium, if any, and interest on the Securities of such series
will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and premium,
if any, and interest on the Securities of such series, if any, if lawful, and
all other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Securities of such series or any of such other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

         Subject to this Article 12, the Guarantors hereby, jointly and
severally, agree that their obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Securities of
a series or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Securities of such series with respect to
any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice and
all demands whatsoever and covenant that this Security Guarantee shall not be
discharged except by complete performance of the obligations contained in the
Securities of such series and this Indenture.

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in

                                      -50-
<PAGE>

relation to either the Company or the Guarantors, any amount paid by either to
the Trustee or such Holder, this Security Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.

         Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Security Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Security Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Security Guarantee.

Section 12.03. Subordination of Security Guarantee.

         Unless otherwise specified as contemplated by Section 2.03(a) hereof,
the Obligations of each Guarantor under any series of Securities which are to be
guaranteed pursuant to this Article 12 shall be junior and subordinated to the
Senior Debt of such Guarantor with respect to such series of Securities on the
same basis as the Securities are junior and subordinated to Senior Debt of the
Company with respect to such series of Securities. For the purposes of the
foregoing sentence, the Trustee and the Holders shall have the right to receive
and/or retain payments by any of the Guarantors only at such times as they may
receive and/or retain payments in respect of the Securities pursuant to this
Indenture, including Article 11 hereof.

Section 12.04. Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Securities of a series, each
Holder, hereby confirms that it is the intention of all such parties that the
Security Guarantee of such Guarantor not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to any Security Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor shall be limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 12, result in the obligations of such Guarantor
under its Security Guarantee not constituting a fraudulent transfer or
conveyance.

Section 12.05. Release of Guarantors.

                                      -51-
<PAGE>

         The Security Guarantee of a Guarantor with respect to any series of
Securities will be released under the circumstances specified for such series of
Securities pursuant to Section 2.03(a) hereof.

                     ARTICLE 13. SATISFACTION AND DISCHARGE

Section 13.01. Satisfaction and Discharge.

         Except as otherwise contemplated by 2.03(a) hereof, this Indenture will
cease to be of further effect with respect to any series of Securities specified
by the Company, and the Trustee, at the expense of the Company, will execute
proper instruments acknowledging satisfaction and discharge of this Indenture as
to such series when:

         (a)      either:

                  (i)      all Securities of such series that have been
         authenticated (except lost, stolen or destroyed Securities of such
         series that have been replaced or paid and Securities of such series
         for whose payment money has theretofore been deposited in trust and
         thereafter repaid to the Company) have been delivered to the Trustee
         for cancellation; or

                  (ii)     all Securities of such series that have not been
         delivered to the Trustee for cancellation have become due and payable
         by reason of the mailing of a notice of redemption or otherwise or will
         become due and payable within one year and the Company or, if
         applicable, any Guarantor has irrevocably deposited or caused to be
         deposited with the Trustee as trust funds in trust solely for the
         benefit of the Holders, cash, non-callable Government Securities, or a
         combination thereof, in such amounts as will be sufficient without
         consideration of any reinvestment of interest, to pay and discharge the
         entire indebtedness on the such Securities not delivered to the Trustee
         for cancellation for principal, premium, if any, and accrued interest
         to the date of maturity or redemption;

         (b)      the Company or, if applicable, any Guarantor has paid or
caused to be paid all sums payable by it under this Indenture; and

         (c)      the Company or, if applicable, any Guarantor has delivered an
Officers' Certificate and an Opinion of Counsel to the Trustee stating that all
conditions precedent to satisfaction and discharge have been satisfied or
waived.

         Notwithstanding the satisfaction and discharge of this Indenture, if
money shall have been deposited with the Trustee pursuant to subclause (ii) of
clause (a) of this Section 13.01, the provisions of Sections 13.02 and 8.06
hereof shall survive.

Section 13.02. Application of Trust Money.

                                      -52-
<PAGE>

         Subject to the provisions of Section 8.06 hereof, all money deposited
with the Trustee pursuant to Section 13.01 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Securities of a series
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 13.01 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations and, if applicable, any Guarantor's
obligations under this Indenture and the Securities of such series shall be
revived and reinstated as though no deposit had occurred pursuant to Section
12.01 hereof; provided that if the Company has made any payment of principal of,
premium, if any, or interest on any Securities of such series because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of Securities of such series to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.

                            ARTICLE 14. MISCELLANEOUS

Section 14.01. Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control. If
any provision of this Indenture modifies or excludes any provision of the TIA
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or excluded, as the case may be.

Section 14.02. Notices.

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

         If to the Company and/or any Guarantor:

         EDO Corporation
         60 East 42nd Street
         42nd Floor
         New York, NY 10165
         Telecopier No.: (212) 716-2000
         Attention: General Counsel

         With a copy to:

                                      -53-
<PAGE>

         Dechert LLP
         4000 Bell Atlantic Tower
         1717 Arch Street
         Philadelphia, PA 19103
         Telecopier No.: (215) 994-4000
         Attention: Christopher G. Karras, Esq.

         If to the Trustee:

         [_____________]
         [_____________]
         [_____________]
         [_____________]
         Telecopier No.: [_____________]
         Attention: [_____________]

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

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

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

Section 14.03. Communication by Holders of Securities with Other Holders of
               Securities.

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

Section 14.04. Certificate and Opinion as to Conditions Precedent.

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

         (a)      an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 14.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied or waived; and

                                      -54-
<PAGE>

         (b)      an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 14.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied or waived.

Section 14.05. Statements Required in Certificate or Opinion.

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

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

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

         (c)      a statement that, in the opinion of such Person, he or she has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
satisfied or waived; and

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

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

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

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

                                      -55-
<PAGE>

Section 14.06. Rules by Trustee and Agents.

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

Section 14.07. No Personal Liability of Directors, Officers, Employees and
               Stockholders.

         No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or such Guarantor under the Securities, the
Security Guarantees, this Indenture or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Securities.

Section 14.08. Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE SECURITIES, WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 14.09. No Adverse Interpretation of Other Agreements.

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

Section 14.10. Successors.

         All agreements of the Company in this Indenture and the Securities
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors. All agreements of each applicable Guarantor in this
Indenture shall bind its successors, except as otherwise provided pursuant to
Section 12.05 hereof.

Section 14.11. Severability.

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

Section 14.12. Counterpart Originals.

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

                                      -56-
<PAGE>

Section 14.13. Table of Contents, Headings, etc.

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

                         [Signatures on following page]

                                      -57-
<PAGE>

                                   SIGNATURES

Dated as of [__________]

                                           EDO CORPORATION

                                           By:  ________________________________
                                                Name:
                                                Title:

                                           [______________]

                                           By:  ________________________________
                                                Name:
                                                Title:

                                      -58-
<PAGE>

                                                                       EXHIBIT A

                               [Face of Security]

                                                              CUSIP ____________

                              [TITLE OF SECURITIES]

No. ___                                                       $____________

                                 EDO CORPORATION

promises to pay to ___________________________________or registered assigns,
the principal sum of ___________________________________________________________
Interest Payment Dates [____________] and [____________], commencing on [______]
Record Dates:  [______________]  and [______________]

Dated:  _______________, ____

                                           EDO CORPORATION

                                           By:  ________________________________
                                                Name:
                                                Title:

                                           By:  ________________________________
                                                Name:
                                                Title:

Title:  This is one of the Securities referred to
in the within-mentioned Indenture:

                                       A-1

<PAGE>

[______________],
   as Trustee

By:  ___________________________
     Authorized Officer

                                       A-2
<PAGE>

                               [Back of Security]

                              [TITLE OF SECURITIES]

[Insert the Global Security Legend, if applicable pursuant to the provisions of
this Indenture]

[Insert any legend required by the Internal Revenue Code and the regulations
thereunder]

         Capitalized terms used herein shall have the meanings assigned to them
in this Indenture referred to below unless otherwise indicated.

         1.       Interest.

         EDO Corporation, a Delaware corporation (herein 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] [if other than
Dollars, substitute other currency units] on ________, _____ [if the Security is
to bear interest prior to Stated 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], [semiannually] [if other
than semi-annual interest at a fixed rate, insert frequency of payment and
payment dates] on _______ and _______ in each year, commencing ___________, and
at the Stated Maturity thereof, at [if the Security is to bear interest at a
fixed rate, insert -- the rate of __% per annum], [if the Security is to bear
interest at a rate determined with reference to one or more formula, refer to
description index below] 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 [if the Security is to bear
interest at a fixed rate, insert -- the rate of % per annum on any overdue
principal and premium and on any overdue installment of interest from the dates
such amounts are due until they are paid or made available for payment].
Interest shall be computed on the basis of [a 360-day year of twelve 30-day
months] [if another basis of calculating interest is to be different, insert a
description of such method.]

         2.       Method of Payment.

         The Company will pay interest on the Securities on each [___] and [___]
to the Persons who are registered Holders of the relevant Securities at the
close of business on the [___] or [___] next preceding the Interest Payment
Date, even if such Securities are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.14 of this
Indenture with respect to Defaulted Interest. The Securities will be payable as
to principal, premium, if any, and interest at the office or agency of the
Company maintained for such purpose in [___], [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 list provided by the Company to the Registrar and
provided, further, that if this Security is a Global Security, payment may be
made pursuant to the

                                      A-3
<PAGE>

applicable procedures of the Depositary as permitted in said Indenture]. Such
payment shall be in such coin or currency of [the United States of America]
[insert other currency or currency unit, if applicable] as at the time of
payment is legal tender for payment of public and private debts.

         3.       Paying Agent and Registrar.

         Initially, the Trustee under this Indenture, will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

         4.       Indenture.

         This Security is one of a duly authorized issue of Securities of the
Company issued and to be issued in one or more series under an Indenture, dated
as of ________, _____ (herein called the "Indenture"), between the Company and
_______________, 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 and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. The terms of the
Securities include those stated in this Indenture and those made part of this
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb). The Securities are subject to all such terms, and
Holders are referred to this Indenture and such Act for a statement of such
terms. To the extent any provision of this Security conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling.

         5.       Redemption.

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days notice by mail, [if applicable, insert --
(1) on _________ in any year commencing with the year _____ and ending with the
year _____ through operation of the sinking fund for this series at a Redemption
Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert -- on or after ________, _____], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): if redeemed [if applicable insert -- on or
before ________, ___%, and if redeemed] during the 12-month period beginning of
the ________ years indicated,

Year              Redemption Price         Year                 Redemption 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

                                      A-4
<PAGE>

Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days notice by mail, (1) on ________ in any
year commencing with the year _____ and ending with the year _____ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ____________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ___________ of the years indicated,

Year     Redemption Price for Redemption       Redemption Price for Redemption
      Through Operation of the Sinking Fund  Otherwise Than Through Operation 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
Record Date referred to on the face hereof, all as provided in the Indenture.]

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

         [If applicable, insert -- The Securities are subject to redemption, as
a whole at any time or in part from time to time, at the sole election of the
Company, upon not less than 30 or more than 60 days notice by mail to the
Trustee at a Redemption Price equal to $____.]

         [If applicable, insert -- The Holder of this Security shall have the
right to require the Company to pay this Security in full on ____________, __ by
giving the Company or the Registrar written notice of the exercise of such right
not less than 30 or more than 60 days prior to such date.]

         [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

                                      A-5
<PAGE>

unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.]

         [If applicable, insert -- This Security is not subject to redemption
prior to maturity.]

         6.       Denominations, Transfer, Exchange.

         [If applicable, insert -- The Securities of this series are issuable
only in registered form without coupons in denominations of $___________ and any
integral multiple thereof.] As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same. A Holder may register the transfer or exchange of the Security as
provided in the Indenture and subject to certain limitations therein set forth.
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture.

         [If applicable, insert -- The Securities of this series will be
represented by one or more Global Securities registered in the name of
____________, (the "Depositary"), or a nominee of the Depositary. So long as the
Depositary, or its nominee, is the registered holder and owner of this Global
Security, the Depositary or such nominee, as the case may be, will be considered
the sole owner and holder of the Securities for all purposes under the
Indenture. The Global Security may be transferred, in whole and not in part,
only to the Depositary or another nominee of the Depositary. The Depositary will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Securities represented by such Global Security to the
accounts of institutions that have accounts with the Depositary or its nominee
("participants"). Ownership of beneficial interests in a Global Security will be
shown on, and the transfer of those ownership interests will be effected
through, records maintained by the Depositary (with respect to participants'
interests) and such participants (with respect to the owners of beneficial
interests in such Global Security).]

         [If applicable, insert -- The Securities represented by this Global
Security are exchangeable for Securities in permanent form of like tenor as such
Global Security in denominations of $1,000 and in any greater amount that is an
integral multiple thereof if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Global Security or if at
any time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company in its discretion
at any time determines not to have all of the Securities of this series
represented by the Global Security and notifies the Trustee thereof, or (iii) an
Event of Default has occurred and is continuing with respect to the Securities.
Any Security that is exchangeable pursuant to the preceding sentence is
exchangeable only for Securities of this series.]

         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.

                                      A-6
<PAGE>

         7.       Persons Deemed Owners.

         The registered Holder of a Security may be treated as its owner for all
purposes.

         8.       Amendment, Supplement and Waiver.

         Subject to certain exceptions, this Indenture and the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the then outstanding Securities of each series affected
by such amendment or supplement and any existing default or compliance with any
provision may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Securities of each series affected by
such waiver. Without the consent of any Holder of a Securities of each series
affected by such amendment or supplement, this Indenture and the Securities may
be amended or supplemented to, among other things, (a) cure any ambiguity,
defect or inconsistency; (b) provide for uncertificated Securities in addition
to or in place of certificated Securities; (c) provide for the assumption of the
Company's obligations to Holders of the Securities in case of a merger or
consolidation; (d) to make any change that would provide any additional rights
or benefits to the Holders of Securities or that does not adversely affect the
legal rights under the Indenture of any Holder; (e) to comply with the
requirements of the SEC in order to effect or maintain the qualification of this
Indenture under the Trust Indenture Act; (f) to allow any Guarantor to execute a
supplemental indenture to this Indenture; (g) evidence or provide for acceptance
of appointment of a successor Trustee; (h) mortgage, hypothecate or grant a
security interest in favor of the Trustee for the benefit of the Holders of
Securities of any series as additional security for the payment and performance
of the Company's or, if applicable, the Guarantor's obligations herein in any
property or assets; or (i) add to, change or eliminate any of the provisions of
this Indenture (which addition, change or elimination may apply to one or more
series of Securities), provided that, any such addition, change or elimination
set forth in clause (i) above (A) shall neither (x) 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 (y) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become
effective only when there is no such outstanding Security.

         9.       Defaults and Remedies.

         Events of Default include: (a) default for 30 days in the payment when
due of interest on the Securities; (b) default in payment when due of principal
of or premium, if any, on the Securities; (c) failure by the Company to comply
with Section 5.01 of the Indenture; (d) failure by the Company for 60 days to
comply with certain other agreements in this Indenture or the Securities; (e)
certain events of bankruptcy or insolvency with respect to the Company or any of
its Restricted Subsidiaries that is a Significant Subsidiary; and (f) except as
permitted by the Indenture, any applicable Security Guarantee shall be held in
any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor or any Person acting on
its behalf shall deny or disaffirm its obligations under such Guarantor's
Security Guarantee. If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Securities may declare all

                                      A-7
<PAGE>

the Securities to be due and payable. Notwithstanding the foregoing, in the case
of an Event of Default arising from certain events of bankruptcy or insolvency
involving the Company, all outstanding Securities will become due and payable
without further action or notice. Holders may not enforce this Indenture or the
Securities except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Securities may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Securities notice of any continuing Default or
Event of Default (except a Default or Event of Default relating to the payment
of principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the
Securities then outstanding by notice to the Trustee may on behalf of the
Holders of all of the Securities waive any existing Default or Event of Default
and its consequences under this Indenture except a continuing Default or Event
of Default in the payment of interest on, or the principal of, the Securities.
The Company is required to deliver to the Trustee annually a statement regarding
compliance with this Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

         10.      Trustee Dealings with Company.

         The Trustee, in its individual or any other capacity, may make loans
to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it
were not the Trustee.

         11.      No Recourse Against Others.

         A director, officer, employee, incorporator or stockholder, of the
Company, as such, shall not have any liability for any obligations of the
Company or the Guarantors under the Securities or this Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Securities.

         12.      [If applicable, insert - Guarantees.

         The payment by the Company of the principal of and interest on the
Security is fully and unconditionally guaranteed on a joint and several basis by
each of the Guarantors on the terms set forth in the Indenture.]

         13.      Authentication.

         This Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.

         14.      Abbreviations.

                                      A-8
<PAGE>

         Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

         15.      Subordination.

         Each Holder by accepting a Security agrees that the payment of
principal, premium and if any, interest, on each Security is subordinated in
right of payment, to the extent and in the manner provided in Article 11 of the
Indenture, to the prior payment in full of all existing and future Senior Debt
(whether outstanding on the date of the Indenture or thereafter created,
incurred, assumed or guaranteed), and the subordination is for the benefit of
holders of Senior Debt.

         16.      CUSIP Numbers.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Securities or as contained in
any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of this Indenture. Requests may be made to:

EDO Corporation
60 East 42nd Street
42nd Floor
New York, NY 10165

                           Attention: General Counsel

                                      A-9
<PAGE>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to:_______________________________
                                                 (Insert assignee's legal name)

________________________________________________________________________________
                                   (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint _____________________________________________________ to
transfer this Security on the books of the Company. The agent may substitute
another to act for him.

Date: _______________

                                           Your Signature:______________________
                                           (Sign exactly as your name appears on
                                           the face of this Security)

Signature Guarantee*:____________________________

----------------------
*        Participant in a recognized Signature Guarantee Medallion Program (or
         other signature guarantor acceptable to the Trustee).

                                      A-10
<PAGE>

           SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY*

         The following exchanges of a part of this Global Security for an
interest in another Global Security or for a Definitive Security, or exchanges
of a part of another Global Security or Definitive Security for an interest in
this Global Security, have been made:

<TABLE>
<CAPTION>
                                                                              Principal Amount of
                        Amount of decrease in      Amount of increase in     this Global Security
                       Principal Amount of this     Principal Amount of     following such decrease
Date of Exchange           Global Security         this Global Security          (or increase)
---------------------------------------------------------------------------------------------------
<S>                    <C>                         <C>                      <C>
</TABLE>

-----------------------
*        This schedule should be included only if the Security is issued in
         global form.

                                      A-11