EXHIBIT 4.3

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                           MPOWER HOLDING CORPORATION,
                                    as Issuer

                                       and

                                 HSBC Bank USA,
                                   as Trustee

                               ___________________

                                    INDENTURE

                            Dated as of ____________

                            UNSECURED DEBT SECURITIES











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                           MPOWER HOLDING CORPORATION

               Reconciliation and tie between Trust Indenture Act
               of 1939 and Indenture, dated as of [     ] __, 2004


                                 TRUST INDENTURE
                                   ACT SECTION                      SECTION

ss. 310(a)(1)......................................                  6.07
        (a)(2).....................................                  6.07
        (b)........................................                  6.08
ss. 312(c).........................................                  7.01
ss. 314(a).........................................                  7.03
        (c)(1).....................................                  1.02
        (c)(2).....................................                  1.02
        (e)........................................                  1.02
ss. 315(b).........................................                  6.01
ss. 316(a) (last sentence).........................                  1.01
        (a)(1)(A)..................................                  5.02, 5.12
        (a)(1)(B)..................................                  5.13
        (b)........................................                  5.08
ss. 317(a)(1)......................................                  5.03
        (a)(2).....................................                  5.04
ss. 328(a).........................................                 17.04


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

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                               TABLE OF CONTENTS*

                                                                           Page

PARTIES.......................................................................1

RECITALS OF THE COMPANY.......................................................1

PURPOSE OF INDENTURE..........................................................1



                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 1.01. Certain Terms Defined...........................................1
                 Act:.........................................................1
                 Affiliate; Control:..........................................1
                 Attributable Debt:...........................................2
                 Authorized Newspaper:........................................2
                 Board of Directors:..........................................2
                 Board Resolution:............................................2
                 business day:................................................2
                 Commission:..................................................2
                 Company:.....................................................2
                 Company Request; Company Order:..............................2
                 Corporate Trust Office:......................................3
                 corporation:.................................................3
                 Defaulted Interest:..........................................3
                 Depository:..................................................3
                 Event of Default:............................................3
                 Funded Debt:.................................................3
                 Global Security:.............................................3
                 Holder:......................................................3
                 Indenture:...................................................4
                 interest:....................................................4
                 Interest Payment Date:.......................................4
                 Maturity:....................................................4
                 National Bankruptcy Act:.....................................4
                 Officers' Certificate:.......................................4
                 Opinion of Counsel:..........................................4
                 Original Issue Discount Security:............................5
                 Outstanding:.................................................5
                 Paying Agent:................................................5
                 Person:......................................................5
                 Place of Payment:............................................5
                 Predecessor Security:........................................6
                 Redemption Date:.............................................6
                 Redemption Price:............................................6
                 Regular Record Date:.........................................6
                 Repayment Date:..............................................6
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*  The table of contents, consisting of pages i to iv, is not part of this
   Indenture.

                                       i
<PAGE>



                 Repayment Price:.............................................6
                 Responsible Officer:.........................................6
                 Securities:..................................................6
                 Security Register; Security Registrar:.......................6
                 Senior Indebtedness:.........................................7
                 Special Record Date..........................................7
                 Stated Maturity:.............................................7
                 Subordinated Securities:.....................................7
                 Trustee:.....................................................7
                 Trust Indenture Act of 1939 or TIA:..........................7
SECTION 1.02. Compliance Certificates and Opinions............................7
SECTION 1.03. Form of Documents Delivered to Trustee..........................8
SECTION 1.04. Acts of Holders.................................................8
SECTION 1.05. Trust Indenture Act of 1939.....................................9
SECTION 1.06. Effect of Headings and Table of Contents........................9
SECTION 1.07. Separability Clause.............................................9
SECTION 1.08. Benefits of Indenture...........................................9
SECTION 1.09. Legal Holidays..................................................9


                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 2.01. Forms Generally.................................................9
SECTION 2.02. Form of Face of Security........................................9
SECTION 2.03. Form of Reverse of Security....................................11
SECTION 2.04. Form of Trustee's Certificate of Authentication................14
SECTION 2.05. Securities Issuable in the Form of a Global Security...........14


                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 3.01. Amount Unlimited; Issuable in Series...........................15
SECTION 3.02. Denominations..................................................17
SECTION 3.03. Execution, Authentication, Delivery and Dating.................17
SECTION 3.04. Temporary Securities...........................................18
SECTION 3.05. Registration; Registration of Transfer and Exchange............19
SECTION 3.06. Mutilated, Destroyed, Lost or Stolen Securities................19
SECTION 3.07. Payment of Interest; Interest Rights Preserved.................20
SECTION 3.08. Persons Deemed Owners..........................................21
SECTION 3.09. Cancellation...................................................21
SECTION 3.10. Computation of Interest........................................21


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 4.01. Satisfaction and Discharge of Indenture........................21
SECTION 4.02. Application of Trust Money.....................................22
SECTION 4.03. Repayment of Moneys Held by Paying Agent.......................22
SECTION 4.04. Repayment of Moneys Held by Trustee............................22

                                       ii
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                                  ARTICLE FIVE

                                    REMEDIES

SECTION 5.01. Events of Default..............................................23
SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.............23
SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
              Trustee........................................................24
SECTION 5.04. Trustee May File Proofs of Claim...............................25
SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities....25
SECTION 5.06. Application of Money Collected.................................25
SECTION 5.07. Limitation on Suits............................................26
SECTION 5.08. Unconditional Right of Holders to Receive Principal,
               Premium and Interest..........................................26
SECTION 5.09. Restoration of Rights and Remedies.............................26
SECTION 5.10. Rights and Remedies Cumulative.................................26
SECTION 5.11. Delay or Omission Not Waiver...................................27
SECTION 5.12. Control by Holders.............................................27
SECTION 5.13. Waiver of Past Defaults........................................27
SECTION 5.14. Undertaking for Costs..........................................27


                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 6.01. Notice of Defaults.............................................28
SECTION 6.02. Certain Rights of Trustee......................................28
SECTION 6.03. Trustee Not Responsible for Recitals in Indenture or in
                Securities...................................................29
SECTION 6.04. May Hold Securities............................................29
SECTION 6.05. Money Held in Trust............................................29
SECTION 6.06. Compensation and Reimbursement.................................29
SECTION 6.07. Corporate Trustee Required; Eligibility........................30
SECTION 6.08. Resignation and Removal; Appointment of Successor..............30
SECTION 6.09. Acceptance of Appointment by Successor.........................31
SECTION 6.10. Merger, Conversion, Consolidation or Succession to Business....32


                                  ARTICLE SEVEN

                      HOLDERS' LISTS AND REPORTS BY TRUSTEE
                                   AND COMPANY

SECTION 7.01. Disclosure of Names and Addresses of Holders...................32
SECTION 7.02. Reports by Trustee.............................................32
SECTION 7.03. Reports by Company.............................................32


                                  ARTICLE EIGHT

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 8.01. Consolidations and Mergers of Company and Conveyances
               Permitted Subject to Certain Conditions.......................33
SECTION 8.02. Rights and Duties of Successor Corporation.....................33
SECTION 8.03. Securities to Be Secured in Certain Events.....................34
SECTION 8.04. Officers' Certificate and Opinion of Counsel...................34

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                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Indentures Without Consent of Holders.............34
SECTION 9.02. Supplemental Indentures with Consent of Holders................35
SECTION 9.03. Execution of Supplemental Indentures...........................36
SECTION 9.04. Effect of Supplemental Indentures..............................36
SECTION 9.05. Reference in Securities to Supplemental Indentures.............36
SECTION 9.06. Effect on Senior Indebtedness..................................36


                                   ARTICLE TEN

                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 10.01. Payment of Principal, Premium and Interest....................36
SECTION 10.02. Maintenance of Office or Agency...............................36
SECTION 10.03. Money for Securities Payments to Be Held in Trust.............37
SECTION 10.04. Limitation on Liens...........................................37
SECTION 10.05. Statement by Officers as to Default...........................38
SECTION 10.06. Further Instruments and Acts..................................38


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 11.01. Applicability of Article......................................38
SECTION 11.02. Election to Redeem; Notice to Trustee.........................38
SECTION 11.03. Selection by Trustee of Securities to Be Redeemed.............39
SECTION 11.04. Notice of Redemption..........................................39
SECTION 11.05. Deposit of Redemption Price...................................39
SECTION 11.06. Securities Payable on Redemption Date.........................39
SECTION 11.07. Securities Redeemed in Part...................................40


                                 ARTICLE TWELVE

                         REPAYMENT AT OPTION OF HOLDERS

SECTION 12.01. Applicability of Article......................................40
SECTION 12.02. Repayment of Securities.......................................40
SECTION 12.03. Exercise of Option............................................40
SECTION 12.04. When Securities Presented for Repayment Become Due and
                 Payable.....................................................40
SECTION 12.05. Securities Repaid in Part.....................................41


                                ARTICLE THIRTEEN

                                  SINKING FUNDS

SECTION 13.01. Applicability of Article......................................41
SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities.........41
SECTION 13.03. Redemption of Securities for Sinking Fund.....................41

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                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 14.01. Applicability of Article; Company's Option to Effect
                Defeasance or Covenant Defeasance............................42
SECTION 14.02. Defeasance and Discharge......................................42
SECTION 14.03. Covenant Defeasance...........................................42
SECTION 14.04. Conditions to Defeasance or Covenant Defeasance...............42
SECTION 14.05. Deposited Money and U.S. Government Obligations to Be
                 Held in Trust; Other Miscellaneous Provisions...............44
SECTION 14.06. Reinstatement.................................................44


                                 ARTICLE FIFTEEN

                           SUBORDINATION OF SECURITIES

SECTION 15.01. Applicability of Article; Agreement to Subordinate............44
SECTION 15.02. Rights of Holders of Senior Indebtedness......................44
SECTION 15.03. Payments and Distributions....................................45
SECTION 15.04. Payments by the Company.......................................46
SECTION 15.05. Appointment of the Trustee by Holders.........................46
SECTION 15.06. Notice to Trustee.............................................46
SECTION 15.07. Rights of Trustee.............................................47
SECTION 15.08. Paying Agent..................................................47


                                 ARTICLE SIXTEEN

               IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS,
                             DIRECTORS AND EMPLOYEES

SECTION 16.01. Exemption from Individual Liability...........................47


                                ARTICLE SEVENTEEN

                            MISCELLANEOUS PROVISIONS

SECTION 17.01. Successors and Assigns of Company Bound by Indenture..........47
SECTION 17.02. Acts of Board, Committee or Officer of Successor
                Corporation Valid............................................47
SECTION 17.03. Required Notices or Demands...................................47
SECTION 17.04. Indenture and Securities to Be Construed in Accordance
                 with the Laws of the State of New York......................48
SECTION 17.05. Indenture May Be Executed in Counterparts.....................48

TESTIMONIUM..................................................................65

SIGNATURES...................................................................65

ACKNOWLEDGMENTS



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     INDENTURE, dated as of the ____ day of __________, among MPOWER HOLDING
CORPORATION (or the "Company"), a corporation duly organized and existing under
the laws of the State of Delaware having its principal office at 175 Sully's
Trail, Suite 300, Pittsford, NY 14534, and HSBC Bank USA, as Trustee (or the
"Trustee").

                             RECITALS OF THE COMPANY

     WHEREAS, for its lawful corporate purposes, the Company deems it necessary
to issue its securities and has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
and senior or subordinated debentures, notes or other evidences of indebtedness
(herein called the "Securities"), which may be convertible into or exchangeable
for any securities of any person (including the Company), to be issued in one or
more series as in this Indenture provided;

     WHEREAS, this Indenture is subject to, and shall be governed by, the
provisions of the Trust Indenture Act of 1939, as amended, that are required to
be part of and govern indentures qualified under the Trust Indenture Act of
1939, as amended; and

     WHEREAS, all things necessary to constitute these presents a valid
indenture and agreement according to its terms have been done and performed by
the Company, and the execution of this Indenture has in all respects been duly
authorized by the Company, and the Company, in the exercise of legal right and
power in it vested, executes this Indenture.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the Securities
are made, executed, authenticated, issued and delivered, the Company and the
Trustee covenant and agree with each other, for the equal and proportionate
benefit of the respective Holders from time to time of the Securities or of
series thereof, as follows:

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

     SECTION 1.01. Certain Terms Defined. The terms defined in this Section
1.01 (except as herein otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section
1.01. All other terms used in this Indenture which are defined in the Trust
Indenture Act of 1939 or which are by reference therein defined in the
Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act as
in force at the date of this Indenture as originally executed.

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

Act:

     The term "Act", when used with respect to any Holder, shall have the
meaning specified in Section 1.04.

Affiliate; Control:

     The term "Affiliate" of any specified Person shall mean any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person shall mean the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities,

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<PAGE>

by contract or otherwise; and the terms "controlling" and "controlled" shall
have meanings correlative to the foregoing.

Attributable Debt:

     The term "Attributable Debt" shall mean, as to any particular lease under
which any Person is at the time liable, at any date as of which the amount
thereof is to be determined, the total net amount of rent (discounted from the
respective due dates thereof at the rate of 9.5% per annum compounded annually)
required to be paid by such person under such lease during the remaining term
thereof. The net amount of rent required to be paid under any such lease for any
such period shall be the total amount of the rent payable by the lessee with
respect to such period, but may exclude amounts required to be paid on account
of maintenance and repairs, insurance, taxes, assessments, water rates and
similar charges. In the case of any lease which is terminable by the lessee upon
the payment of a penalty, such net amount shall also include the amount of such
penalty, but no rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be so terminated.

Authorized Newspaper:

     The term "Authorized Newspaper" shall mean a newspaper printed in the
English language and customarily published at least once a day on each business
day in each calendar week and of general circulation in the Borough of
Manhattan, the City and State of New York, whether or not such newspaper is
published on Saturdays, Sundays and legal holidays.

Board of Directors:

     The term "Board of Directors" or "Board", when used with reference to the
Company, shall mean the board of directors of the Company or any committee of
such board duly authorized to act with respect hereto.

Board Resolution:

     The term "Board Resolution", when used with reference to the Company, shall
mean 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:

     The term "business day", when used with respect to any Place of Payment,
shall mean any day which is not a Saturday or a Sunday or a day on which banking
institutions in such Place of Payment are authorized or obligated by law or
regulation to close.

Commission:

     The term "Commission" shall mean the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, as amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act of 1939, then the body performing such duties at such
time.

Company:

     The term "Company" shall mean Mpower Holding Corporation, a Delaware
corporation, and, subject to the provisions of Article Eight, shall also include
its successors and assigns.

Company Request; Company Order:

     The term "Company Request" or "Company Order" shall mean a written request
or order signed in the name of the Company by any two of its Chairman of the
Board, its President, an Executive Vice President, a

                                       2
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Group Vice President, a Vice President, its Treasurer, an Assistant Treasurer,
its Controller, an Assistant Controller, its Secretary or an Assistant Secretary
and delivered to the Trustee.

Corporate Trust Office:

     The term "Corporate Trust Office" or other similar term shall mean the
corporate trust office of the Trustee at which at any particular time its
corporate trust business shall be administered, which office at the date of this
Indenture is located at 452 Fifth Avenue, New York, New York 10018-0200, except
that with respect to presentation of Securities for payment or for registration
of transfer or exchange, such term shall mean the office or agency of the
Trustee at which, at any particular time, its corporate agency business shall be
conducted.

corporation:

     The term "corporation" includes corporations, associations, companies
(including limited liability companies) and business trusts or any similar
entity.

Defaulted Interest:

     The term "Defaulted Interest" shall have the meaning specified in Section
3.07.

Depository:

     The term "Depository" shall mean, with respect to Securities of any series
for which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency or any successor registered under the Securities and Exchange
Act of 1934, as amended, or other applicable statute or regulation, which, in
each case, shall be designated by the Company pursuant to either Section 2.05 or
3.01.

Event of Default:

     The term "Event of Default" shall have the meaning specified in Section
5.01.

Funded Debt:

     The term "Funded Debt" shall mean all indebtedness for money borrowed
having a maturity of more than 12 months from the date of the most recent
balance sheet of the Company and its consolidated subsidiaries or having a
maturity of less than 12 months but by its terms being renewable or extendible
beyond 12 months from the date of such balance sheet at the option of the
borrower.

Global Security:

     The term "Global Security" shall mean, with respect to any series of
Securities, one or more Securities executed by the Company and authenticated and
delivered by the Trustee to the Depository or pursuant to the Depository's
instruction, all in accordance with this Indenture and pursuant to a Company
Order, which (i) shall be registered in the name of the Depository or its
nominee and (ii) shall represent, and shall be denominated in an amount equal to
the aggregate principal amount of such of the Outstanding Securities of such
series as shall be specified therein.

Holder:

     The term "Holder" shall mean a Person in whose name a Security is
registered in the Security Register.

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Indenture:

     The term "Indenture" shall mean this instrument as originally executed or
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of the or those particular series of Securities
established as contemplated by Section 3.01; provided, however, that, if at any
time more than one Person is acting as Trustee under this instrument,
"Indenture" shall mean, with respect to any one or more series of Securities for
which a Person is Trustee, this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of the or those particular series of Securities for
which such Person is Trustee established as contemplated by Section 3.01,
exclusive, however, of any provisions or terms which relate solely to other
series of Securities for which such Person is Trustee, regardless of when such
terms or provisions were adopted, and exclusive of any provisions or terms
adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee but to which such Person, as
such Trustee, was not a party.

interest:

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

Interest Payment Date:

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

Maturity:

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

National Bankruptcy Act:

     The term "National Bankruptcy Act" shall mean the Bankruptcy Act or title
11 of the United States Code.

Officers' Certificate:

     The term "Officers' Certificate", when used with reference to the Company,
shall mean a certificate signed by any two of the Chairman of the Board, the
President, an Executive Vice President, a Group Vice President, a Vice
President, the Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Secretary or an Assistant Secretary, of the Company and
delivered to the Trustee. Each such certificate shall include (except as
otherwise provided in this Indenture) the statements provided for in Section
1.02, if and to the extent required by the provisions thereof.

Opinion of Counsel:

     The term "Opinion of Counsel" shall mean an opinion in writing signed by
legal counsel, who may be an employee of or of counsel to the Company (and who
shall be reasonably acceptable to the Trustee), and delivered to the Trustee.
Each such opinion shall include the statements provided for in Section 1.02, if
and to the extent required by the provisions thereof.

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Original Issue Discount Security:

     The term "Original Issue Discount Security" shall mean any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.02.

Outstanding:

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

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

          (ii) Securities or portions thereof for whose payment, redemption or
     repayment at the option of the Holder money in the necessary amount has
     been theretofore deposited with the Trustee or any Paying Agent (other than
     the Company) in trust or set aside and segregated in trust by the Company
     (if the Company shall act as its own Paying Agent) for the Holders of such
     Securities; provided that, if such Securities or portions thereof are to be
     redeemed, notice of such redemption has been duly given pursuant to this
     Indenture or provision therefor satisfactory to the Trustee has been made;

          (iii) Securities which have been paid pursuant to Section 3.06 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture; and

          (iv) Securities, except to the extent provided in Sections 14.02 and
     14.03, with respect to which the Company has effected defeasance and/or
     covenant defeasance as provided in Article Fourteen;

provided, however, that, in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver under this Indenture,
Securities owned by the Company or any other obligor on the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding for the purposes of such determination, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Office of the Trustee knows are so owned shall be
so disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor on the Securities or any
Affiliate of the Company or of such other obligor.

Paying Agent:

     The term "Paying Agent" shall mean any Person authorized by the Company to
pay the principal of (and premium, if any, on) or interest, if any, on any
Securities on behalf of the Company.

Person:

     The term "Person" shall mean any individual, corporation, partnership,
joint venture, association, joint-stock company, limited liability company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.

Place of Payment:

     The term "Place of Payment", when used with respect to the Securities of
any series, shall mean the place or places where the principal of (and premium,
if any, on) and interest, if any, on the Securities of that series are payable,
as specified as contemplated by Section 3.01.

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<PAGE>

Predecessor Security:

     The term "Predecessor Security" of any particular Security shall mean every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.06 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

Redemption Date:

     The term "Redemption Date" shall mean, when used with respect to any
Security to be redeemed, in whole or in part, the date fixed for such redemption
by or pursuant to this Indenture.

Redemption Price:

     The term "Redemption Price" shall mean, when used with respect to any
Security to be redeemed, the price at which it is to be redeemed by or pursuant
to this Indenture.

Regular Record Date:

     The term "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series shall mean the date specified for
that purpose as contemplated by Section 3.01.

Repayment Date:

     The term "Repayment Date" shall mean, when used with respect to any
Security to be repaid at the option of the Holder, the date fixed for such
repayment by or pursuant to this Indenture.

Repayment Price:

     The term "Repayment Price" shall mean, when used with respect to any
Security to be repaid at the option of the Holder, the price at which it is to
be repaid by or pursuant to this Indenture.

Responsible Officer:

     The term "Responsible Officer" when used with respect to the Trustee shall
mean any officer within the Trustee's corporate trust department (or any
successor group) 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.

Securities:

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

Security Register; Security Registrar:

     The terms "Security Register" and "Security Registrar" shall have the
respective meanings set forth in Section 3.05.

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<PAGE>

Senior Indebtedness:

     The term "Senior Indebtedness" shall mean (a) the principal of and premium,
if any, and interest on all indebtedness of the Company, whether outstanding on
the date of this Indenture or thereafter created, (i) for money borrowed by the
Company, (ii) for money borrowed by, or obligations of, others and either
assumed or guaranteed, directly or indirectly, by the Company, (iii) in respect
of letters of credit and acceptances issued or made by banks, or (iv)
constituting purchase money indebtedness, (b) all deferrals, renewals,
extensions and refundings of, and amendments, modifications and supplements to,
any such indebtedness and (c) all other general unsecured obligations, including
without limitation, trade payables. As used in the preceding sentence the term
"purchase money indebtedness" means indebtedness, the proceeds of which are
used, directly or indirectly, to purchase property or which is evidenced by a
note, debenture, bond or other instrument (whether or not secured by any lien or
other security interest) issued or assumed as all or a part of the consideration
for the acquisition of property, whether by purchase, merger, consolidation or
otherwise. Notwithstanding anything to the contrary in this Indenture or the
Securities, Senior Indebtedness shall not include any indebtedness of the
Company which, by its terms or the terms of the instrument creating or
evidencing it, is subordinate in right of payment to or pari passu with the
Subordinated Securities, as the case may be.

Special Record Date

     The term "Special Record Date" for the payment of any Defaulted Interest
shall mean a date fixed by the Trustee pursuant to Section 3.07.

Stated Maturity:

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

Subordinated Securities:

     The term "Subordinated Securities" shall have the meaning set forth in
Section 15.01.

Trustee:

     The term "Trustee" shall mean HSBC Bank USA and, subject to the provisions
of Article Six, shall also include its successors and assigns, and, if at any
time there is more than one Person acting as Trustee hereunder, "Trustee" as
used with respect to the Securities of any series shall mean the Trustee with
respect to Securities of that series.

Trust Indenture Act of 1939 or TIA:

     The term "Trust Indenture Act of 1939" or "TIA" (except as herein otherwise
expressly provided) shall mean the Trust Indenture Act of 1939, as amended, as
in force at the date of this Indenture as originally executed; provided,
however, that is the event the Trust Indenture Act of 1939 is amended after such
date, "Trust Indenture Act of 1939" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

     SECTION 1.02. Compliance Certificates and Opinions. Upon any application
or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                                       7

<PAGE>

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture, other than pursuant to section 10.06,
shall include:

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

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

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

          (4) a statement as to whether or not, in the opinion of each such
     individual, such condition or covenant has been complied with.

     SECTION 1.03. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of any
specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an opinion
with respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.

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

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

     SECTION 1.04. Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of the Outstanding Securities of all series or one
or more series, as the case may be, may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in person
or by an agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section 1.04.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any reasonable manner that the Trustee deems
sufficient and in accordance with such reasonable rules as the Trustee may
determine.

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

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued

                                       8

<PAGE>


upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustee, the Security Registrar, any Paying Agent or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.

     SECTION 1.05.  Trust Indenture Act of 1939. This Indenture is subject to,
and shall be governed by, the provisions of the TIA required or deemed to be
part of and govern indentures qualified under the TIA.

     SECTION 1.06. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     SECTION 1.07. Separability Clause. In case any provision in this
Indenture or in any Security shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

     SECTION 1.08. Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

     SECTION 1.09. Legal Holidays. In any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Security shall not be a business
day at any Place of Payment, then payment of interest or principal (and premium,
if any) need not be made at such Place of Payment on such date, but may be made
on the next succeeding business day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity; provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be.

                                   ARTICLE TWO

                                 SECURITY FORMS

     SECTION 2.01. Forms Generally. The Securities of each series shall be in
substantially the form set forth in this Article, or in such other form or forms
as shall be established by or pursuant to a Board Resolution of the Company 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 (but that does not affect or change the
rights, duties or responsibilities of the Trustee), 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 thereof. If the form or forms of
Securities of any series are established by action taken pursuant to a Board
Resolution of the Company, a copy of an appropriate record of such action shall
be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.03 for the authentication and delivery of such
Securities.

     The Trustee's certificates of authentication shall be in substantially the
form set forth in this Article.

     The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution
thereof.

     SECTION 2.02. Form of Face of Security. [If the Security is an Original
Issue Discount Security, insert--FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE
UNITED STATES INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON
THIS SECURITY IS   % OF ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS   , 20
[, -- AND] THE YIELD TO MATURITY IS __%. [THE METHOD USED TO DETERMINE THE YIELD
IS ___ AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL
PERIOD OF ___, 20__ TO ___, 20__ is __% OF THE PRINCIPAL AMOUNT OF THIS
SECURITY.]]

                                       9
<PAGE>

                           MPOWER HOLDING CORPORATION
                  ____% [NOTE] [DEBENTURE] DUE _______________

                                 _______________
                                                        [CUSIP No. ____________]

$
                                                                             No.

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

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

     Payment of the principal of (and premium, if any, on) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in the Borough of Manhattan, the City
and State of New York in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts [if applicable, insert--; and in immediately available funds] [if
applicable, insert--; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register] [if
applicable, insert--; provided, however, that at the option of the Company
payment of interest may be made by wire transfer [of immediately available
funds] to an account of the Person entitled thereto as such account shall be
provided to the Security Registrar and shall appear on the Security Register].

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

                                       10
<PAGE>


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

     IN WITNESS WHEREOF, the Company has caused this Security to be signed by
its Chairman of the Board, or its President, or one of its Executive Vice
Presidents, or one of its Group Vice Presidents, or one of its Vice Presidents,
and by its Treasurer or one of its Assistant Treasurers, or its Secretary or one
of its Assistant Secretaries, manually or in facsimile, and a facsimile of its
corporate seal to be imprinted hereon.

Dated:

[CORPORATE SEAL]

                                                     MPOWER HOLDING CORPORATION

                                                     By
                                                       ------------------------

                                                     By
                                                       ------------------------
Attest:

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

     SECTION 2.03. Form of Reverse of Security. This Security is one of a
duly authorized issue of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under an Indenture,
dated as of [    ] (herein called the "Indenture"), between the Company and HSBC
Bank USA, Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture with respect to the series of which this
Security is a part), 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. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to $[    ].

     [If applicable, insert--The securities of this series are not subject to
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--(l)          on in any year commencing with the year and ending with the
year at a Redemption Price equal to          % of the principal amount, and (2)]
at any time [on or after           20 ], as a whole or in part, at the election
of the Company, at the following Redemption Prices (expressed as percentages of
the principal amount): If redeemed [on or before     ,       %, and if redeemed]
during the 12-month period beginning of the years indicated,

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


and thereafter at a Redemption Price equal to         % of the principal amount,
together in the case of any such redemption 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

                                       11

<PAGE>


Securities, of record at the close of business on the relevant Regular 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 [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,

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



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

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

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

     In the event of redemption of this Security in part only, a new Security or
Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

     [If applicable, insert--The Securities of this series are subject to the
[defeasance] [covenant defeasance] [defeasance and covenant defeasance]
provisions set forth in Article Fourteen of the Indenture.]

     [If applicable, insert--The Securities of this series are subject to
repayment in whole [or in part] [but not in part], in integral multiples of
$         , on        [and        ] at the option of the Holder hereof at a
Repayment Price equal to      % of the principal amount thereof [to be repaid],
together with interest thereon accrued to the Repayment Date, all as provided in
the Indenture[; provided, however, that the principal amount of this Security
may not be repaid in part if following such repayment, the unpaid principal
amount of this Security would be less than [$         ] [the minimum authorized
denomination for Securities of this series]]. To be repaid at the option of the
Holder, this Security, with the "Option to Elect Repayment" form duly completed
by the Holder hereof, must be received by the Company at its office or agency
maintained for that purpose in the Borough of Manhattan, the City and State of
New York, not earlier than 30 days nor later than 15 days prior to the Repayment
Date. Exercise of such option by the Holder of this Security shall be
irrevocable unless waived by the Company. [In the event of repayment of this
Security at the option of the Holder in part only, a new Security or Securities
of

                                       12

<PAGE>


this series for the portion hereof not repaid will be issued in the name of the
Holder hereof upon the cancellation hereof.]]

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

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

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

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

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

     The Securities of this series are issuable only in registered form without
coupons in denominations of $        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 of different authorized denominations as requested
by the Holder surrendering the same.

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

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

                                       13

<PAGE>

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

[If applicable, insert--

                            OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably requests and instructs the Company to
repay the within Security [or the portion thereof specified below)], pursuant to
its terms, on the "Repayment Date" first occurring after the date of receipt of
the within Security as specified below, at a Repayment Price equal to ___% of
the principal amount thereof, together with interest thereon accrued to the
Repayment Date, to the undersigned at:

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

-------------------------------------------------------------------------------
           (Please Print or Type Name and Address of the Undersigned.)

     For this Option to Elect Repayment to be effective, this Security with the
Option to Elect Repayment duly completed must be received not earlier than 30
days prior to the Repayment Date and not later than 15 days prior to the
Repayment Date by the Company at its office or agency in the Borough of
Manhattan, the City and State of New York.

     [If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof (which shall be $        or an integral

multiple thereof) which is to be repaid: $          . The principal amount of
this Security may not be repaid in part if, following such repayment, the unpaid
principal amount of this Security would be less than [$         ] [the minimum
authorized denomination for Securities of this series].]

     [If less than the entire principal amount of the within Security is to be
repaid, specify the denomination(s) of the Security(ies) to be issued for the
unpaid amount ($ or any integral multiple of $      ) : $       .]

Dated:

                                -----------------------------------------------
                                Note:  The signature to this Option to
                                Elect Repayment must correspond with the
                                name as written upon the face of the
                                within Security in every particular
                                without alterations or enlargement or any
                                change whatsoever.]

     SECTION 2.04. Form of Trustee's Certificate of Authentication. This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

                                                   HSBC Bank USA,
                                                            as Trustee

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

     SECTION 2.05. Securities Issuable in the Form of a Global Security. (a)
If the Company shall establish pursuant to Section 3.01 that the Securities of a
particular series are to be issued as a Global Security, then, notwithstanding
clause (8) of Section 3.01, the Company shall execute and the Trustee shall, in
accordance with Section 3.03 and the Company Order delivered to the Trustee
thereunder, authenticate and deliver, the Global Security, which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of such of the Outstanding Securities of such series as shall
be specified therein, (ii) shall be registered in the name

                                       14

<PAGE>


of the Depository or its nominee, (iii) shall be delivered by the Trustee to the
Depository or pursuant to the Depository's instruction and (iv) shall bear a
legend substantially to the following effect: "Except as otherwise provided in
Section 2.05 of the Indenture, this Security may be transferred, in whole but
not in part, only to another nominee of the Depository or to a successor
Depository or to a nominee of such successor Depository."

     (b) Notwithstanding any other provision of this Section 2.05 or of Section
3.05, the Global Security of a series may be transferred, in whole but not in
part and in the manner provided in Section 3.05, only to another nominee of the
Depository for such series, or to a successor Depository for such series
selected or approved by the Company or to a nominee of such successor
Depository.

     (c) If at any time the Depository for a series of Securities notifies the
Company that it is unwilling or unable to continue as Depository for such series
or if at any time the Depository for such series shall no longer be registered
or in good standing under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation and a successor Depository for such
series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition, as the case may be, this Section
2.05 shall no longer be applicable to the Securities of such series and the
Company will execute, and upon receipt of a Company Order the Trustee will
authenticate and deliver, Securities of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of such series, in
exchange for such Global Security. In addition, the Company may at any time
determine that the Securities of any series shall no longer be represented by a
Global Security and that the provisions of this Section 2.05 shall no longer
apply to the Securities of such series. In such event the Company will execute
and upon receipt of a Company Order the Trustee, upon receipt of an Officers'
Certificate evidencing such determination by the Company, will authenticate and
deliver Securities of such series in definitive registered form without coupons,
in authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series, in exchange for such
Global Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be cancelled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security pursuant to this
Section 2.05(c) shall be registered in such names and in such authorized
denominations as the Depository, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Persons in whose names such Securities are
so registered.

                                 ARTICLE THREE

                                 THE SECURITIES

     SECTION 3.01. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is not limited. The Securities may be subordinated in right of
payment to Senior Indebtedness as provided in Article Fifteen.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to Board Resolutions of the Company and set forth in
Officers' Certificates of the Company, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series, any or
all of the following as applicable (each of which (except for the matters set
forth in clauses (1) and (2) below), if so provided in the Officers' Certificate
or supplemental indenture establishing the terms of such series of Securities,
may be determined from time to time by the Company with respect to unissued
Securities of the series and set forth in such Securities of the series when
issued from time to time):

          (1) the form and title of the Securities of the series (which shall
     distinguish the Securities of the series from all other series of
     Securities) and whether such Securities are senior or subordinated;

          (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 2.05, 3.04, 3.05, 3.06, 9.05, 11.07 or 12.05);

                                       15
<PAGE>


          (3) the date or dates on which the principal of the Securities of the
     series is payable or the manner in which such dates are determined;

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

          (5) the place or places where the principal of (and premium, if any,
     on) and any interest, if any, on Securities of the series shall be payable,
     where the Securities of the series may be surrendered for exchange, where
     Securities of the series that are convertible or exchangeable may be
     surrendered for conversion or exchange, as applicable and, if different
     than the location specified in Section 17.03, the place or places where
     notices or demands to or upon the Company in respect of the Securities of
     the series and this Indenture may be served;

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

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

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

          (9) if other than the Trustee, the identity of the Security Registrar
     and/or Paying Agent;

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

          (11) if other than such coin or currency of the United States of
     America as at the time of payment is legal tender for payment of public or
     private debts, the coin or currency or currency unit in which payment of
     the principal of (and premium, if any, on) or interest, if any, on the
     Securities of the series shall be payable or in which the Securities of the
     series shall be denominated and the particular provisions applicable
     thereto;

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

          (13) whether the principal of (and premium, if any, on) or interest,
     if any, on the Securities of the series are to be payable, at the election
     of the Company or a Holder thereof, in a coin or currency or currency unit
     other than that in which the Securities are denominated or stated to be
     payable, the period or periods within which, and the terms and conditions
     upon which, such election may be made and the time and manner of
     determining the exchange rate between the currency in which such Securities
     are denominated or stated to be payable and the currency in which such
     Securities are to be so payable;

                                       16

<PAGE>


          (14) whether the Securities of the series are issuable as a Global
     Security and, in such case, the identity of the Depository for such series;

          (15) the forms of the Securities of that series (if other than the
     form set forth in Article Two);

          (16) any provisions in modification of, in addition to or in lieu of
     the provisions of Article Fourteen that shall be applicable to the
     Securities of the series;

          (17) if the Securities of the series are to issued upon the exercise
     of warrants, the time, manner and place for such Securities to be
     authenticated and delivered;

          (18) if the Securities of the series are to be convertible into or
     exchangeable for any securities of any Person (including the Company), the
     terms and conditions upon which such Securities will be so convertible or
     exchangeable;

          (19) whether the Securities of such series are subject to
     subordination and any modification of, addition to or provision in lieu of
     any of the provisions of Article Fifteen; and

          (20) any other terms, conditions, rights and preferences (or
     limitations on such rights and preferences) relating to the series (which
     terms shall not be inconsistent with the provisions of this Indenture).

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to such
Board Resolution and set forth in such Officers' Certificate or in any indenture
supplemental hereto. Not all Securities of any one series need be issued at the
same time, and, unless otherwise provided, a series may be reopened for
issuances of additional Securities of such series.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, such Board Resolution and the Officers' Certificate
setting forth the terms of the series shall be delivered to the Trustee at or
prior to the delivery of the Company Order for authentication and delivery of
Securities of such series.

     SECTION 3.02.  Denominations. The Securities of each series shall be
issuable in definitive registered form without coupons and, except for any
Global Security, in such denominations as shall be specified as contemplated by
Section 3.01. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series, other than a Global
Security, shall be issuable in denominations of $1,000 and any integral multiple
thereof.

     SECTION 3.03. Execution, Authentication, Delivery and Dating. The
Securities shall be signed on behalf of the Company by its Chairman of the
Board, its President, one of its Executive Vice Presidents, one of its Group
Vice Presidents, or one of its Vice Presidents and its Treasurer or one of its
Assistant Treasurers, its Secretary or one of its Assistant Secretaries, under
its corporate seal reproduced thereon. Such signatures upon the Securities may
be the manual or facsimile signatures of the present or any future such
authorized officers and may be imprinted or otherwise reproduced on the
Securities.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If not
all the Securities of any series are to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit,
such Company order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and

                                       17

<PAGE>


determining terms of particular Securities of such series such as interest rate,
maturity date, date of issuance and date from which interest shall accrue. In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to TIA Section 315) 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
     established in conformity with the provisions of this Indenture;

          (b) that all conditions precedent to the authentication and delivery
     of such Securities have been complied with and that such Securities, when
     completed by appropriate insertions and executed by the Company and
     delivered to the Trustee for authentication in accordance with this
     Indenture, authenticated and delivered by the Trustee in accordance with
     this Indenture and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute the legal,
     valid and binding obligations of the Company, enforceable in accordance
     with their terms, subject to applicable bankruptcy, insolvency,
     reorganization and other similar laws of general applicability relating to
     or affecting the enforcement of creditors' rights, to general equitable
     principles and to such other qualifications as such counsel shall conclude
     do not materially affect the rights of Holders of such Securities; and

          (c) that all laws and requirements in respect of the execution and
     delivery by the Company of such Securities have been complied with.

     If not all the Securities of any series are to be issued at one time, it
shall not be necessary to deliver an Opinion of Counsel at the time of issuance
of each Security, but such opinion with appropriate modifications shall be
delivered at or before the time of issuance of the first Security of such
series.

     The Trustee shall not be required to authenticate and deliver any such
Securities if the Trustee, being advised by counsel, determines that such action
(i) may not lawfully be taken or (ii) would expose the Trustee to personal
liability.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein,
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.

     SECTION 3.04. Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine (but that does not affect or change the rights, duties or
responsibilities of the Trustee), as evidenced by their execution of such
Securities.

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

                                       18

<PAGE>


     SECTION 3.05. Registration; Registration of Transfer and Exchange. The
Company shall cause to be kept at the office or agency of the Company maintained
pursuant to Section 10.02 a register (the register maintained in such office and
in any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall, subject
to the provisions of Section 2.05, provide for the registration of Securities
and transfers of Securities. The Trustee is hereby appointed "Security
Registrar" for the purpose of registering Securities and transfers of Securities
as herein provided.

     Subject to the provisions of Section 2.05, upon surrender for registration
of transfer of any definitive Security of any series at the office or agency in
a Place of Payment for that series, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new definitive Securities of the same series of any
authorized denominations and of a like aggregate principal amount.

     Subject to the provisions of Section 2.05, at the option of the Holder,
definitive Securities of any series may be exchanged for other definitive
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount, upon surrender of the definitive Securities to be
exchanged at such office or agency. Whenever any definitive Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the definitive Securities which the Holder making the
exchange is entitled to receive.

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

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

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

     The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the selection for redemption of Securities of
that series under Section 11.03 and ending at the close of business on the day
of the mailing of notice of redemption, (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part, or (iii) to issue,
register the transfer of or exchange any Security which has been surrendered for
repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.

     SECTION 3.06. Mutilated, Destroyed, Lost or Stolen Securities. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount, and bearing a number
not contemporaneously outstanding, or, in case any such mutilated Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

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

                                       19

<PAGE>


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

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

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

     SECTION 3.07. Payment of Interest; Interest Rights Preserved. Interest on
any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency of
the Company maintained for such purpose pursuant to Section 10.02; provided,
however, that each installment of interest on any Security may at the Company's
option be paid by mailing a check for such interest, payable to or upon the
written order of the Person entitled thereto pursuant to Section 3.08, to the
address of such Person as it appears on the Security Register or by wire
transfer to an account of the Person entitled thereto as such account shall be
provided to the Security Registrar and shall appear on the Security Register.

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

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

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

                                       20

<PAGE>


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

     SECTION 3.08. 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 premium, if any, on) and (subject to Section 3.07) interest,
if any, on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.

     SECTION 3.09. Cancellation. All Securities surrendered for payment,
redemption, repayment at the option of the Holder, conversion, exchange,
registration of transfer, conversion or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. Cancelled Securities held by
the Trustee may be destroyed by it in accordance with the Trustee's customary
procedures, unless by a Company Order the Company directs their return to it.

     SECTION 3.10. Computation of Interest. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any series, any interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

     SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture shall
upon Company Request cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of Securities herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

          (1) either

               (A) all Securities theretofore authenticated and delivered (other
          than (i) Securities which have been destroyed, lost or stolen and
          which have been replaced or paid as provided in Section 3.06 and (ii)
          Securities for whose payment money has theretofore been deposited in
          trust or segregated and held in trust by the Company and thereafter
          repaid to the Company or discharged from such trust, as provided in
          Section 10.03) have been delivered to the Trustee for cancellation; or

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

                    (i) have become due and payable, or

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

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

                                       21

<PAGE>


               and the Company, in the case of (i), (ii) or (iii) above, has
               deposited or caused to be deposited with the Trustee as trust
               funds in trust for the purpose an amount sufficient to pay and
               discharge the entire indebtedness on such Securities not
               theretofore delivered to the Trustee for cancellation, for
               principal (and premium, if any) and interest to the date of such
               deposit (in the case of Securities which have become due and
               payable) or to the Stated Maturity or Redemption Date, as the
               case may be;

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

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

In the event there are Securities of two or more series hereunder, the Trustee
shall be required to execute an instrument acknowledging satisfaction and
discharge of this Indenture only if requested to do so with respect to
Securities of all series as to which it is Trustee and if the other conditions
thereto are met. In the event there are two or more Trustees hereunder, then the
effectiveness of any such instrument shall be conditioned upon receipt of such
instruments from all Trustees hereunder.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.06 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive.

     SECTION 4.02. Application of Trust Money. Subject to the provisions of the
last paragraph of Section 10.03, all money deposited with the Trustee pursuant
to Section 4.01 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as a Paying Agent) as
the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest, if any, 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.

     SECTION 4.03. Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture all moneys then held by any
Paying Agent (other than the Trustee, if the Trustee be a Paying Agent) under
the provisions of this Indenture shall, upon demand of the Company, be repaid to
it or paid to the Trustee and thereupon such Paying Agent shall be released from
all further liability with respect to such moneys.

     SECTION 4.04. Repayment of Moneys Held by Trustee. Any moneys deposited
with the Trustee or any Paying Agent for the payment of the principal of (or
premium, if any, on) or interest, if any, on any Security of any series and not
applied but remaining unclaimed by the Holders for two years after the date upon
which the principal of (or premium, if any, on) or interest, if any, on such
Security shall have become due and payable, shall be repaid to the Company by
the Trustee or such Paying Agent on demand; and the Holder of any of the
Securities entitled to receive such payment shall thereafter look only to the
Company for the payment thereof and all liability of the Trustee or such Paying
Agent with respect to such moneys 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 mailed to each such
Holder or published once a week for two successive weeks (in each case on any
day of the week) in an Authorized Newspaper, or both, a notice that said moneys
have not been so applied and that after a date named therein any unclaimed
balance of said moneys then remaining will be returned to the Company. It shall
not be necessary for more than one such publication to be made in the same
newspaper.

                                       22

<PAGE>


                                  ARTICLE FIVE

                                    REMEDIES

     SECTION 5.01. Events of Default. "Event of Default", wherever used herein
with respect to Securities of any series, shall mean any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

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

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

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

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

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

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

     SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount (or, if the Securities of that
series are Original Issue Discount Securities, such portion

                                       23

<PAGE>


of the principal amount as may be specified in the terms of that series) of all
of the Securities of that series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. [If an Event of Default described in paragraph (5)
or (6) of Section 5.01 hereof occurs and is continuing, then in each and every
such case, the principal amount of the Securities, the premium, if any, and all
accrued and unpaid interest shall be immediately due and payable without any
declaration or other act on the part of the Trustee or the Holders.]

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

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

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

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

               (C) to the extent that payment of such interest is enforceable
          under applicable law, interest upon overdue interest to the date of
          such payment or deposit at the rate or rates prescribed therefor in
          such Securities or, if no such rate or rates are so prescribed, at the
          rate borne by the Securities during the period of such default, and

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

                  and

          (2) all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that series
     which have become due solely by such declaration of acceleration, have been
     cured or waived as provided in Section 5.13.

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

     SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that (1) in case default shall be made in the
payment of any installment of interest on any Security of any series, as and
when the same shall become due and payable, and such default shall have
continued for a period of 30 days, or (2) in case default shall be made in the
payment of the principal of (and premium, if any, on) any Security of any series
on its Maturity or otherwise, then, upon demand of the Trustee, the Company will
pay to the Trustee, for the benefit of the Holders of such Securities of such
series, the whole amount that then shall have become due and payable on all such
Securities for principal (and premium, if any) or interest, if any, or both, as
the case may be, with interest upon the overdue principal and (to the extent
that payment of such interest is enforceable under applicable law) upon overdue
installments of interest at the rate borne by the Securities during the period
of such default; and, in addition thereto, such further amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or bad faith.

     In case the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Company

                                       24

<PAGE>


or any other obligor upon such Securities of such series and collect in the
manner provided by law out of the property of the Company or any other obligor
upon such Securities of such series wherever situated the moneys adjudged or
decreed to be payable.

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

     SECTION 5.04. Trustee May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee, irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest, shall be entitled and empowered, by intervention in such
proceeding or otherwise,

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.06.

     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 thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

     SECTION 5.06. Application of Money Collected. Any money or property
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money or property on account of principal (or premium, if
any) or interest, if any, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
     6.06;

                                       25

<PAGE>


          SECOND: Subject to the terms of Article 15, if applicable, to the
     payment of the amounts then due and unpaid for principal of (and premium,
     if any, on) and interest, if any, on the Securities in respect of which or
     for the benefit of which such money or property has been collected,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on such Securities for principal (and premium, if
     any) and interest, if any, respectively; and

          THIRD: To the payment of the remainder, if any, to the Company, its
     successors or assigns or to whosoever may be lawfully entitled to receive
     the same, or as a court of competent jurisdiction may direct.

     SECTION 5.07. Limitation on Suits. No Holder of any Security of any series
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless

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

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

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

          (4) the Trustee for 90 days after its receipt of such notice, request
     and offer of indemnity shall have failed to institute any such proceeding;
     and

          (5) no direction inconsistent with such written request shall have
     been given to the Trustee pursuant to Section 5.12 during such 90-day
     period by the Holders of a majority in principal amount of the Outstanding
     Securities of that series;

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

     SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium
and Interest. Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any, on) and (subject to
Section 3.07) interest, if any, on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption or
repayment at the option of the Holder, on the Redemption Date or Repayment Date,
as the case may be) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

     SECTION 5.09. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

     SECTION 5.10. Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 3.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in

                                       26

<PAGE>


addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

     SECTION 5.11. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

     SECTION 5.12. Control by Holders. The Holders of a majority in aggregate
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series; provided, however,
that

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

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

          (3) such direction is not unduly prejudicial to the rights of Holders
     not taking part in such direction, and

          (4) such direction would not involve the Trustee in personal
     liability.

     SECTION 5.13. Waiver of Past Defaults. Subject to Section 5.02, the Holders
of not less than a majority in aggregate principal amount of the Outstanding
Securities of any series may on behalf of the holders of all the Securities of
such series waive any past default hereunder with respect to such series and its
consequences, except a default

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

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

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture, and the Company, the Trustee and the Holders shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

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

                                       27

<PAGE>


                                   ARTICLE SIX

                                   THE TRUSTEE

     SECTION 6.01. Notice of Defaults. Within 90 days after the occurrence of
any default hereunder with respect to the Securities of any series, the Trustee
shall transmit by mail to all Holders of Securities of such series, as their
names and addresses appear in the Security Register, notice of such default
hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment
of the principal of (or premium, if any, on) or interest, if any, on any
Security of such series or in the payment of any sinking fund installment with
respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Securities of such series; and provided further that
in the case of any default of the character specified in Section 5.01(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default (not including periods of
grace, if any) with respect to Securities of such series.

     SECTION 6.02. Certain Rights of Trustee. Subject to the provisions of TIA
Section 315(a) through 315(d):

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

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

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

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

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

          (f) except during the continuance of an Event of Default, the Trustee
     shall not be bound to make any investigation into the facts or matters
     stated in any resolution, certificate, statement, instrument, opinion,
     report, notice, request, direction, consent, order, bond, debenture, note,
     other evidence of indebtedness or other paper or document, but the Trustee,
     in its discretion, may make such further inquiry or investigation into such
     facts or matters as it may see fit;

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

                                       28

<PAGE>


          (h) the Trustee shall not be charged with knowledge of any Default or
     Event of Default with respect to the Securities of any series unless either
     (1) a Responsible Officer shall have actual knowledge of such Default or
     Event of Default or (2) written notice of such Default or Event of Default
     shall have been given to the Trustee by the Company or by any Holder of the
     Securities; and

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

     No provision of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur any personal financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

     SECTION 6.03. Trustee Not Responsible for Recitals in Indenture or in
Securities. The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements made by
it in a Statement of Eligibility on Form T-1 supplied to the Company are true
and accurate, subject to the qualifications set forth therein. The Trustee shall
not be accountable for the use or application by the Company of Securities or
the proceeds thereof.

     SECTION 6.04. May Hold Securities. The Trustee, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
TIA Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar or
such other agent.

     SECTION 6.05. Money Held in Trust. Subject to the provisions of Section
4.04, all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by law.
The Trustee shall pay such interest on any moneys received by it hereunder as it
may agree with the Company to pay thereon. So long as no Event of Default shall
have occurred and be continuing, all interest allowed on any such moneys shall
be paid from time to time upon the receipt of a Company Order with respect
thereto.

     SECTION 6.06. Compensation and Reimbursement. The Company covenants and
agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as the Company and the Trustee shall agree in
writing for all services rendered by it hereunder (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust), and, except as otherwise expressly provided, the Company will pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents, attorneys and counsel and of
all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. If any property other
than cash shall at any time be subject to a lien in favor of the Holders, the
Trustee, if and to the extent authorized by a receivership or bankruptcy court
of competent jurisdiction or by the supplemental instrument subjecting such
property to such lien, shall be entitled to make advances for the purpose of
preserving such property or of discharging tax liens or other prior liens or
encumbrances thereon. The Company also covenants to indemnify the Trustee for,
and to hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Trustee, arising out of or in
connection with the acceptance or administration of this trust, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The obligations of the Company under this Section shall not be
subordinated to the payment of Senior Indebtedness pursuant to Article Fifteen
and shall constitute additional indebtedness hereunder and shall survive the
resignation or removal of the Trustee and the satisfaction and discharge of this
Indenture. Such additional indebtedness shall be secured by a lien prior to that
of the Securities upon all property and funds held or collected by the Trustee,
as such, except funds held in trust for the payment of principal of (or premium,
if any, on) or interest, if any, on particular Securities.

                                       29

<PAGE>


     Whenever the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.01, the expenses (including the
reasonable fees and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable bankruptcy, insolvency or other similar law.

     SECTION 6.07. Corporate Trustee Required; Eligibility. There shall at all
times be a Trustee hereunder which shall be eligible to act as Trustee under TIA
Section 310(a)(1) and shall have a combined capital and surplus of at least
$5,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in Section 6.08.

     SECTION 6.08. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.09.

     (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company and by
mailing notice thereof to the Holders of Securities of such one or more series,
as their names and addresses appear in the Security Register. If the instrument
of acceptance by a successor Trustee required by Section 6.09 shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such one or more series, or any Holder who has been a bona fide
holder of a Security or Securities of such one or more series for at least six
months may, subject to the provisions of Section 5.14, on behalf of himself and
all others similarly situated, petition any such court for the appointment of a
successor Trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor Trustee.

     (c) The Trustee may be removed and a successor Trustee appointed at any
time with respect to the Securities of any series by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee so removed, to the successor Trustee and to the
Company.

     (d) If at any time:

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

          (2) the Trustee shall cease to be eligible under Section 6.07 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder, or

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

then, in any such case, the Company by a Board Resolution may remove the Trustee
and appoint a successor Trustee with respect to all Securities, one copy of
which Board Resolution shall be delivered to the Trustee so removed and one copy
to the successor Trustee, or (ii) subject to TIA Section 315(e), any Holder who
has been a bona fide holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor Trustee.

                                       30

<PAGE>


     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 6.09. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.09, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 6.09, any Holder who has been a bona fide holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

     SECTION 6.09. Acceptance of Appointment by Successor. (a) In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges
pursuant to Section 6.06, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

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

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

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

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<PAGE>


     (e) Upon acceptance of appointment by a successor Trustee as provided in
this Section, the Company shall mail notice of the succession of such Trustee
hereunder to the Holders of the Securities of one or more or all series, as the
case may be, to which the appointment of such successor Trustee relates as their
names and addresses appear on the Security Register. If the Company fails to
mail such notice within 10 days after acceptance of appointment by the successor
Trustee, the successor Trustee shall cause such notice to be mailed at the
expense of the Company.

     SECTION 6.10. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities; and in
case at that time any of the Securities shall not have been authenticated, any
successor Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee; and in all such
cases such certificates shall have the full force which it is anywhere in the
Securities or in this Indenture provided that the certificate of the Trustee
shall have; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

                                 ARTICLE SEVEN

                      HOLDERS' LISTS AND REPORTS BY TRUSTEE
                                   AND COMPANY

     SECTION 7.01. Disclosure of Names and Addresses of Holders. Each and every
Holder of Securities, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee nor any Security
Registrar nor any Paying Agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).

     SECTION 7.02. Reports by Trustee. On or before [ ], 2004, and on or before
[ ] in every year thereafter, so long as required by TIA Section 313(a), and so
long as any Securities are Outstanding hereunder, the Trustee shall transmit to
the Holders, in the manner and to the extent provided in TIA Section 313(c), and
to the Company a brief report, dated as of the preceding [DATE] and required by
TIA Section 313(a).

     SECTION 7.03. Reports by Company. (a) The Company covenants and agrees to
file with the Trustee, within 15 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the
Company is not required to file information, documents or reports pursuant to
either of such Sections, then to file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Securities Exchange
Act of 1934 in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations.

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

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<PAGE>


     (c) The Company covenants and agrees to transmit to the Holders within 30
days after the filing thereof with the Trustee, in the manner and to the extent
provided in TIA Section 313(c), such summaries of any information, documents and
reports required to be filed by the Company pursuant to Subsections (a) and (b)
of this Section as may be required by rules and regulations prescribed from time
to time by the Commission. Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee's receipt of
such 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 shall be entitled to rely exclusively on Officers' Certificates).

                                 ARTICLE EIGHT

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     SECTION 8.01. Consolidations and Mergers of Company and Conveyances
Permitted Subject to Certain Conditions. The company shall not consolidate with
or merge with or into any other corporation or convey or transfer its properties
and assets substantially as an entirety to any Person, unless:

          (1) either the Company shall be the continuing corporation, or the
     corporation (if other than the Company) formed by such consolidation or
     into which the Company is merged or the Person which acquires by conveyance
     or transfer the properties and assets of the Company substantially as an
     entirety shall expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Trustee, in form satisfactory to the Trustee,
     the due and punctual payment of the principal of (and premium, if any) and
     interest, if any, on all the Securities and the performance of every
     covenant of this Indenture on the part of the Company to be performed or
     observed;

          (2) immediately after giving effect to such transaction, no Default or
     Event of Default shall have happened and be continuing;

          (3) if as a result thereof any property or assets of the Company would
     become subject to any mortgage, lien, pledge, charge or other encumbrance
     not permitted by (1) through (8) of Section 10.04, compliance shall be
     effected with Section 10.04; and

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

     SECTION 8.02. Rights and Duties of Successor Corporation. In case of any
such consolidation, merger, sale or conveyance and upon any such assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Company with the same effect as if it had been named herein
as the Company, and the predecessor corporation shall be relieved of any further
obligation under this Indenture. Such successor corporation thereupon may cause
to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Securities issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee; and, upon the
order of such successor corporation, instead of the Company, and subject to all
the terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.

     In case of any such consolidation, merger, sale or conveyance such changes
in phraseology and form (but not in substance) may be made in the Securities
thereafter to be issued as may be appropriate.

                                       33

<PAGE>


     SECTION 8.03. Securities to Be Secured in Certain Events. If, upon any such
consolidation or merger of the Company with or into any other corporation, or
upon any sale or conveyance of the property of the Company as an entirety or
substantially as an entirety to any other corporation, any property of the
Company or any Subsidiary or any shares of stock or Debt of any Subsidiary would
thereupon become subject to any Mortgage (as defined in Section 10.04) securing
any Debt (as defined in Section 10.04), then unless the Company could create
such Mortgage pursuant to Section 10.04 without equally and ratably securing the
Securities, the Company, prior to or at the time of such consolidation, merger,
sale or conveyance, will cause the Securities to be secured equally and ratably
with (or prior to) the Debt secured by such Mortgage.

     SECTION 8.04. Officers' Certificate and Opinion of Counsel. The Trustee,
subject to the provisions of Section 6.02, may receive an Officers' Certificate
and an Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale or conveyance, and any such assumption, complies with the
provisions of this Article Eight.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

     SECTION 9.01. Supplemental Indentures Without Consent of Holders. The
Company, when authorized by a Board Resolution, and the Trustee may, from time
to time and at any time, enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act of 1939
as in force at the date of the execution thereof) for one or more of the
following purposes:

          (1) to evidence the succession of another corporation to the Company,
     or successive successions, and the assumption by the successor corporation
     of the covenants, agreements and obligations of the Company pursuant to
     Article Eight hereof; or

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

          (3) to add any additional Events of Default for the benefit of the
     Holders of all or any series of Securities (and if such Events of Default
     are to be for the benefit of less than all series of Securities, stating
     that such Events of Default are expressly being included solely for the
     benefit of such series); provided, however, that in respect of any such
     additional Events of Default such supplemental indenture may provide for a
     particular period of grace after default (which period may be shorter or
     longer than that allowed in the case of other defaults) or may provide for
     an immediate enforcement upon such default or may limit the remedies
     available to the Trustee upon such default or may limit the right of the
     Holders of a majority in aggregate principal amount of that or those series
     of Securities to which such additional Events of Default apply to waive
     such default; or

          (4) to add to or change any of the provisions of this Indenture to
     such extent as shall be necessary to permit or facilitate the issuance of
     Securities in (i) bearer form, registrable or not registrable as to
     principal, and/or (ii) coupon form, registrable or not registrable as to
     principal, and to provide for exchangeability of such Securities with
     Securities issued hereunder in fully registered form; or

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

          (6) to secure the Securities pursuant to the requirements of Section
     8.03 or 10.04 or otherwise; or

                                       34

<PAGE>


          (7) to establish the form or terms of Securities of any series thereof
     as permitted by Sections 2.01 and 3.01; or

          (8) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 6.09(b); or

          (9) to cure any ambiguity, to correct or supplement any provision
     herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision herein or in any supplemental
     indenture, or to make such other provisions with respect to matters or
     questions arising under this Indenture, provided that such other provisions
     shall not adversely affect the interests of the Holders of Securities of
     any series in any material respect; or

          (10) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Sections 4.01, 14.02 and
     14.03; provided that any such action shall not adversely affect the
     interests of the Holders of Securities of such series or any other series
     of Securities in any material respect.

     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder.

     Any supplemental indenture authorized by the provisions of this Section
9.01 may be executed by the Company and the Trustee without the consent of the
Holders of any of the Outstanding Securities, notwithstanding any of the
provisions of Section 9.02.

     SECTION 9.02. Supplemental Indentures with Consent of Holders. With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may, from time to time
and at any time, enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the TIA as in force at the date of
execution thereof) for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of Securities of such series under this Indenture; provided, however, that no
such supplemental indenture shall (i) extend the Stated Maturity of the
principal of (or premium, if any, on), or any installment of principal of or
interest, if any, on, any Security, or reduce the principal amount thereof or
the rate of interest thereon, or reduce the amount of principal of an Original
Issue Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof 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 or repayment at the option of the Holder, on or after
the Redemption Date or Repayment Date, as the case may be), without the consent
of the Holder of each Outstanding Security so affected, or (ii) reduce the
aforesaid percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental
indenture, without the consent of the Holders of all the Outstanding Securities
of such series.

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

     Upon the request of the Company accompanied by a copy of a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Holders as aforesaid, the
Trustee shall join with the Company in the execution of such supplemental
indenture.

                                       35
<PAGE>


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

     SECTION 9.03. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, in addition to the
documents required by Section 1.02, and shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

     SECTION 9.04. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith, and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the Holders
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

     SECTION 9.05. Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and such Securities may be authenticated and delivered
by the Trustee in exchange for Outstanding Securities of such series.

     SECTION 9.06. Effect on Senior Indebtedness. No supplemental indenture
shall adversely affect the rights of any holder of Senior Indebtedness under
Article Fifteen without the consent of such holder.

                                  ARTICLE TEN

                       PARTICULAR COVENANTS OF THE COMPANY

     SECTION 10.01. Payment of Principal, Premium and Interest. The Company
covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay or cause to be paid the principal of (and premium, if
any, on) and interest, if any, on the Securities of that series in accordance
with the terms of the Securities and this Indenture. Each installment of
interest on any Security may at the Company's option be paid by mailing a check
for such interest, payable to or upon the written order of the Person entitled
thereto pursuant to Section 3.07, to the address of such Person as it appears on
the Security Register or by wire transfer to an account of the Person entitled
thereto as such account shall be provided to the Security Registrar and shall
appear on the Security Register. At the option of the Company, all payments of
principal may be paid by official bank check to the registered Holder of the
Security or other person entitled thereto against surrender of such Security.

     SECTION 10.02. Maintenance of Office or Agency. The Company will maintain
in each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange as in this Indenture provided and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. The Company will give notice to the Trustee of the location, and any
change in the location, of each such office or agency. In case the Company shall
fail to maintain any such required office or agency or shall fail to give notice
of the location or of any change thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust office of the
Trustee. The Company hereby initially appoints the Trustee as its office or
agency for each of said purposes.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time

                                       36

<PAGE>


to time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

     SECTION 10.03. Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (or
premium, if any, on) or interest, if any, on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (or premium, if any) or interest,
if any, so becoming due. The Company will promptly notify the Trustee of any
failure to take such action or the failure by any other obligor on the
Securities to make any payment of the principal of or interest on the Securities
when the same shall be due and payable.

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

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

          (1) hold all sums held by it for the payment of the principal of (or
     premium, if any, on) or interest on Securities of that series (whether such
     sums have been paid to it by the Company or by any other obligor on the
     Securities) in trust for the benefit of the Persons entitled thereto;

          (2) give the Trustee notice of any failure by the Company (or any
     other obligor upon the Securities of that series) to make any payment of
     principal of (or premium, if any, on) or interest on the Securities of that
     series when the same shall be due and payable; and

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

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

     SECTION 10.04. Limitation on Liens. The Company will not incur, issue,
assume or guarantee any notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed (notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed being hereinafter in this Article
called "Debt"), secured by a pledge of, or mortgage or lien or other encumbrance
(mortgages, pledges and liens being hereinafter in this Article called
"Mortgage" or "Mortgages") upon any property or assets, without effectively
providing, concurrently with the issuance, incurrence, assumption or guaranty of
any such Debt, that the Securities (together with, if the Company shall so
determine, any other Debt of the Company then existing or thereafter created
ranking equally with the Securities) shall be secured equally and ratably with
(or prior to) such secured Debt, so long as such secured Debt so secured, would
not exceed $[ ] million in the aggregate at any one time outstanding; provided,
however, that this Section shall not apply to Debt secured by:

          (1) Mortgages created or incurred to secure financing of the Company's
     current or future receivables;

                                       37

<PAGE>


          (2) Certain Mortgages created or incurred to secure financing of the
     export or marketing of goods outside the United States;

          (3) Mortgages on accounts receivable payable in foreign currencies
     securing indebtedness incurred and payable outside the United States;

          (4) Mortgages in favor of the Company;

          (5) Mortgages in favor of any governmental body to secure progress,
     advance or other payments pursuant to any contract or provision of any
     statute;

          (6) deposits made in connection with pending litigation;

          (7) Mortgages on property, shares of stock or Debt existing at the
     time of acquisition thereof (including acquisition through merger or
     consolidation) or to secure the payment of all or any part of the purchase
     price thereof or to secure any Debt incurred prior to, at the time of, or
     within 60 days after, the acquisition of such property or shares of Debt
     for the purpose of financing all or any part of the purchase price thereof;
     and

          (8) any extension, renewal or replacement (or successive extensions
     renewals or replacements), as a whole or in part, of any Mortgage referred
     to in the foregoing clauses (1) to (7), inclusive; provided that such
     extension, renewal or replacement Mortgage shall be limited to all or a
     part of the same property, shares of stock or Debt that secured the
     Mortgage extended, renewed or replaced (plus improvements on such
     property).

     SECTION 10.05. Statement by Officers as to Default. The Company will
deliver to the Trustee, on or before a date not more than four months after the
end of each fiscal year (which at the date hereof is December 31) of the Company
ending after the date hereof, a brief certificate from the principal executive
officer, principal financial officer or principal accounting officer as to his
knowledge of the Company's compliance with all conditions and covenants hereof,
and, if the Company shall be in default, specifying all such defaults and the
nature thereof of which he may have knowledge. For purposes of this Section
10.06 such compliance shall be determined without regard to any period of grace
or requirement of notice hereunder.

     SECTION 10.06. Further Instruments and Acts. The Company will, upon request
of the Trustee, execute and deliver such further instruments and do such further
acts as may reasonably be necessary or proper to carry out more effectually the
purposes of this Indenture.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

     SECTION 11.01. Applicability of Article. Securities of any series which are
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 3.01
for Securities of any series) in accordance with this Article.

     SECTION 11.02. Election to Redeem; Notice to Trustee. The right of the
Company to elect to redeem any Securities of any series shall be set forth in
the terms of such Securities of such series established in accordance with
Section 3.01. In case of any redemption at the election of the Company of less
than all the Securities of any series, the Company shall, at least 45 days prior
to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Securities to be redeemed pursuant to Section 11.03. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Opinion of Counsel and an Officers' Certificate evidencing compliance with such
restriction.

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<PAGE>


     SECTION 11.03. Selection by Trustee of Securities to Be Redeemed. If less
than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the outstanding Securities of such series
not previously called for redemption, by such method as may be specified by the
terms of such Securities or, if no such method is so specified, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount of securities of
such series; provided, however, that no such partial redemption shall reduce the
portion of the principal amount of such Security not redeemed to less than the
minimum authorized denomination for Securities of that series.

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

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

     SECTION 11.04. Notice of Redemption. Notice of redemption shall be given by
the Company or, at the Company's request, by the Trustee to the Holders of the
Securities to be redeemed, by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, at his address appearing in the Security Register.

     All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price,

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

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

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

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

     SECTION 11.05. Deposit of Redemption Price. On or before 10:00 a.m., New
York City time, on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.03) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

     SECTION 11.06. Securities Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such

                                       39

<PAGE>


Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Dates according to their terms
and the provisions of Section 3.07.

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

     SECTION 11.07. Securities Redeemed in Part. Any Security which is to be
redeemed only in part shall be surrendered at a Place of Payment therefore
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to, the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series, of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

                                 ARTICLE TWELVE

                         REPAYMENT AT OPTION OF HOLDERS

     SECTION 12.01. Applicability of Article. Repayment of Securities of any
series before their Stated Maturity at the option of Holders thereof shall be
made in accordance with the terms of such Securities and (except as otherwise
specified as contemplated by Section 3.01 for Securities of any series) in
accordance with this Article.

     SECTION 12.02. Repayment of Securities. Securities of any series subject to
repayment in whole or in part at the option of the Holders thereof will, unless
otherwise provided in the terms of such Securities, be repaid at a price equal
to the principal amount thereof, together with interest thereon accrued to the
Repayment Date specified in the terms of such Securities. The Company covenants
that on or before the Repayment Date the Company will deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.03) an amount of money
sufficient to pay the principal (or, if so provided by the terms of the
Securities of any series, a percentage of the principal) of, and (except if the
Repayment Date shall be an Interest Payment Date) accrued interest, if any, on,
all the Securities or portions thereof, as the case may be, to be repaid on such
date.

     SECTION 12.03. Exercise of Option. Securities of any series subject to
repayment at the option of the Holders thereof will contain an "Option to Elect
Repayment" form on the reverse of such Securities. To be repaid at the option of
the Holder, any Security so providing for such repayment, with the "Option to
Elect Repayment" form on the reverse of such Security duly completed by the
Holder, must be received by the Company at the Place of Payment therefore
specified in the terms of such Security (or at such other place or places of
which the Company shall from time to time notify the Holders of such Securities)
not earlier than 30 days nor later than 15 days prior to the Repayment Date. If
less than the entire principal amount of such Security is to be repaid in
accordance with the terms of such Security, the principal amount of such
Security to be repaid, in increments of $1,000 unless otherwise specified in the
terms of such Security, and the denomination or denominations of the Security or
Securities to be issued to the Holder for the portion of the principal amount of
such Security surrendered that is not to be repaid must be specified. The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Company.

     SECTION 12.04. When Securities Presented for Repayment Become Due and
Payable. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by the terms of such Securities, such Securities or the portions
thereof, as the case may be, to be repaid shall become due and payable and shall
be paid by the Company on the Repayment Date therein specified, and on and after
such Repayment Date (unless the Company shall default in the payment of

                                       40

<PAGE>


such Securities on such Repayment Date) interest on such Securities or the
portions thereof, as the case may be, shall cease to accrue.

     SECTION 12.05. Securities Repaid in Part. Upon surrender of any Security
which is to be repaid in part only, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder of such Security, without service
charge and at the expense of the Company, a new Security or Securities of the
same series, of any authorized denomination specified by the Holder, in an
aggregate principal amount equal to and in exchange for the portion of the
principal of such Security so surrendered which is not to be repaid.

                                ARTICLE THIRTEEN

                                  SINKING FUNDS

     SECTION 13.01. Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 3.01 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 13.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

     SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities. The
Company may (1) deliver to the Trustee Outstanding Securities of a series (other
than any previously called for redemption) theretofore purchased or otherwise
acquired by the Company and (2) receive credit for Securities of a series which
have been previously delivered to the Trustee by the Company or for Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of the same series required to be made pursuant to the terms
of such Securities as provided for by the terms of such Series, provided that
such Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

     SECTION 13.03. Redemption of Securities for Sinking Fund. Not less than 60
days prior to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering or crediting Securities of that series pursuant to Section 13.02
(which Securities will, if not previously delivered, accompany such certificate)
and whether the Company intends to exercise its right to make a permitted
optional sinking fund payment with respect to such series. Such certificate
shall be irrevocable and upon its delivery the Company shall be obligated to
make the cash payment or payments therein referred to, if any, on or before the
next succeeding sinking fund payment date. In the case of the failure of the
Company to deliver such certificate, the sinking fund payment due on the next
succeeding sinking fund payment date for that series shall be paid entirely in
cash and shall be sufficient to redeem the principal amount of such Securities
subject to a mandatory sinking fund payment without the option to deliver or
credit Securities as provided in Section 13.02 and without the right to make any
optional sinking fund payment, if any, with respect to such series.

     Not more than 60 days before each such sinking fund payment date, the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.06 and 11.07.

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<PAGE>


     Prior to any sinking fund payment date, the Company shall pay to the
Trustee in cash a sum equal to any interest accrued to the date fixed for
redemption of Securities or portions thereof to be redeemed on such sinking fund
payment date pursuant to this Section 13.03.

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 14.01. Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance. Except as otherwise specified as contemplated
by Section 3.01 for Securities of any series, defeasance of the Securities of a
series under Section 14.02, or covenant defeasance of a series under Section
14.03 shall be made in accordance with the terms of such Securities and in
accordance with this Article.

     SECTION 14.02. Defeasance and Discharge. Upon the Company's exercise of the
above option applicable to this Section, the Company shall be deemed to have
been discharged from its obligations with respect to the Outstanding Securities
of such series on the date the conditions set forth below are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series, which shall thereafter
be deemed to be "Outstanding" only for the purposes of Section 14.05 and the
other Sections of this Indenture referred to in (A) and (B) below, and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of Outstanding Securities of such series to
receive, solely from the trust fund described in Section 14.04 and as more fully
set forth in such Section, payments in respect of the principal of (and premium,
if any) and interest, if any, on such Securities when such payments are due, (B)
the Company's obligations with respect to such Securities under Sections 2.05,
3.05, 3.06, 10.02 and 10.03, (C) the rights, powers, trusts, duties, and
immunities of the Trustee hereunder and (D) this Article Fourteen. Subject to
compliance with this Article Fourteen, the Company may exercise its option under
this Section 14.02 notwithstanding the prior exercise of its option under
Section 14.03 with respect to the Securities of such series.

     SECTION 14.03. Covenant Defeasance. Upon the Company's exercise of the
above option applicable to this Section, the Company shall be released from its
obligations under Section 8.03, and, if specified pursuant to Section 3.01, the
Company shall be released from its obligations under any other covenant, with
respect to the Outstanding Securities of such series on and after the date the
conditions set forth below are satisfied (hereinafter, "covenant defeasance"),
and the Securities of such series shall thereafter be deemed to be not
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with
Section 8.03, or such other covenant, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities of such
series, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section or
such other covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or such other covenant or by reason of any
reference in any such Section or such other covenant to any other provision
herein or in any other document and such omission to comply shall not constitute
a default or an Event of Default under subsection 5.01(4) or subsection 5.01(7)
of this Indenture, as the case may be, but, except as specified above, the
remainder of this Indenture and such Securities shall be unaffected thereby.

     SECTION 14.04. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of either Section 14.02 or
Section 14.03 to the Outstanding Securities of such series:

          (1) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 6.07 who shall agree to comply with the provisions of this
     Article Fourteen applicable to it) as trust funds in trust for the purpose
     of making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Securities, (A)
     money in an amount, or (B) U.S. Government Obligations which through the
     scheduled payment of principal and interest in respect thereof in
     accordance with their terms will provide, not later than one day before the
     due date of any payment, money in an amount, or (C) a combination

                                       42

<PAGE>


     thereof, sufficient, in the opinion of a nationally recognized firm of
     independent public accountants expressed in a written certification thereof
     delivered to the Trustee, to pay and discharge, and which shall be applied
     by the Trustee (or other qualifying trustee) to pay and discharge, (i) the
     principal of (and premium, if any) and interest, if any, on the Outstanding
     Securities of such series on the Stated Maturity of such principal or
     installments of principal or interest and (ii) any mandatory sinking fund
     payments or analogous payments applicable to the Outstanding Securities of
     such series on the day on which such payments are due and payable in
     accordance with the terms of this Indenture and of such Securities. For
     this purpose, "U.S. Government Obligations" means securities that are (x)
     direct obligations of the United States of America for the payment of which
     its full faith and credit is pledged or (y) obligations of a person
     controlled or supervised by and acting as an agency or instrumentality of
     the United States of America the payment of which is unconditionally
     guaranteed as a full faith and credit obligation by the United States of
     America, which, in either case, are not callable or redeemable at the
     option of the issuer thereof, and shall also include a depository receipt
     issued by a bank (as defined in Section 3(a)(2) of the Securities Act of
     1933, as amended) as custodian with respect to any such U.S. Government
     Obligation or a specific payment of principal of or interest on any such
     U.S. Government Obligation held by such custodian for the account of the
     holder of such depository receipt, provided that (except as required by
     law) such custodian is not authorized to make any deduction from the amount
     payable to the holder of such depository receipt from any amount received
     by the custodian in respect of the U.S. Government Obligation or the
     specific payment of principal of or interest on the U.S. Government
     Obligation evidenced by such depository receipt.

          (2) No Event of Default or event which with notice or lapse of time or
     both would become an Event of Default with respect to the Securities of
     such series shall have occurred and be continuing on the date of such
     deposit or, insofar as subsections 5.01(5) and (6) are concerned, at any
     time during the period ending on the 91st day after the date of such
     deposit (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period).

          (3) Such defeasance or covenant defeasance shall not cause the Trustee
     for the Securities of such series to have a conflicting interest as defined
     in the Trust Indenture Act with respect to any securities of the Company.

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

          (5) In the case of an election under Section 14.02, the company shall
     have delivered to the Trustee an opinion of Counsel stating that (x) the
     Company has received from, or there has been published by, the Internal
     Revenue Service a ruling, or (y) since the date of the first issuance by
     the Company of Securities pursuant to this instrument, there has been a
     change in the applicable Federal income tax law, in either case to the
     effect that, and based thereon such opinion shall confirm that, the Holders
     of the Outstanding Securities of such series will not recognize income,
     gain or loss for Federal income tax purposes as a result of such defeasance
     and will be subject to Federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such defeasance
     had not occurred.

          (6) In the case of an election under Section 14.03, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Holders of the Outstanding Securities of such series will not recognize
     income, gain or loss for Federal income tax purposes as a result of such
     covenant defeasance and will be subject to Federal income tax on the same
     amounts, in the same manner and at the same times as would have been the
     case if such covenant defeasance had not occurred.

          (7) Notwithstanding any other provisions of this Section, such
     defeasance or covenant defeasance shall be effected in compliance with any
     additional or substitute terms, conditions or limitations which may be
     imposed on the Company in connection therewith pursuant to Section 3.01.

          (8) The Company shall have delivered to the Trustee an Officers'
     Certificate and an opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under

                                       43

<PAGE>


     Section 14.02 or the covenant defeasance under Section 14.03 (as the case
     may be) have been complied with.

     SECTION 14.05. Deposited Money and U.S. Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last
paragraph of Section 10.03, all money and U.S. Government Obligations (including
the proceeds thereof) deposited with the Trustee pursuant to Section 14.04 in
respect of the Outstanding Securities of such series shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 14.04 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Securities of such series.

     Anything in this Article Fourteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company, from time to time upon Company
Request, any money or U.S. Government Obligations held by it as provided in
Section 14.04 which, in the opinion of a nationally recognized firm of
independent public accountants certification thereof delivered to the Trustee,
are in excess of the amount thereof which would then be required to be deposited
to effect an equivalent "defeasance" or "covenant defeasance".

     SECTION 14.06. Reinstatement. If the Trustee is unable to apply any money
or U.S. Government Obligations in accordance with Section 14.05 with respect to
the Securities of any series 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 obligations of the
Company under this Indenture and such Securities shall be revived and reinstated
as though no deposit had occurred with respect to the Securities of such series
pursuant to Section 14.04 until such time as the Trustee is permitted to apply
all such money or U.S. Government Obligations in accordance with Section 14.05.

                                ARTICLE FIFTEEN

                           SUBORDINATION OF SECURITIES

     SECTION 15.01. Applicability of Article; Agreement to Subordinate. In the
event a series of Securities is designated as subordinated pursuant to Section
3.01 ("Subordinated Securities") and except as otherwise provided in a
supplemental indenture or pursuant to Section 3.01, the Company, for itself, its
successors and assigns, covenants and agrees, and each Holder of Subordinated
Securities by his acceptance thereof, likewise covenants and agrees, that the
payment of the principal of (and premium, if any) and interest, if any, on each
and all of the Subordinated Securities is hereby expressly subordinated, to the
extent and in the manner set forth in this Article, in right of payment to the
prior payment in full of all Senior Indebtedness.

     SECTION 15.02. Rights of Holders of Senior Indebtedness. (a) In the event
of any insolvency or bankruptcy proceedings, or any receivership, liquidation,
reorganization or other similar proceedings, relative to the Company or to its
creditors, as such, or to its property, and in the event of any proceedings for
voluntary liquidation, dissolution or other winding up of the Company, whether
or not involving insolvency or bankruptcy, and in the event of any execution
sale, then the holders of Senior Indebtedness shall be entitled to receive
payment in full of the principal and premium, if any, thereof and interest due
thereon (including without limitation, except to the extent, if any, prohibited
by mandatory provisions of law, post petition interest in any such proceedings)
in money before the Holders of Subordinated Securities are entitled to receive
any payment on account of the principal of, premium, if any, or interest on the
indebtedness evidenced by the Subordinated Securities, and to that end the
holders of Senior Indebtedness shall be entitled to receive for application in
payment thereof any payment or distribution of any kind or character, whether in
cash or property or securities, which may be payable or deliverable in
connection with any such proceedings or sale in respect of the principal of,
premium, if any, or interest on the Subordinated Securities other than
securities of the Company as reorganized or readjusted or securities of the

                                       44

<PAGE>

Company or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in this Article Fifteen with respect to the Subordinated Securities, to
the payment of all indebtedness of the nature of Senior Indebtedness, provided
that the rights of the holders of the Senior Indebtedness are not altered by
such reorganization or readjustment;

     (b) In the event and during the continuation of any default in payment of
any Senior Indebtedness or if any event of default, as therein defined, shall
exist and all grace periods with respect thereto shall have expired, under any
Senior Indebtedness or any agreement pursuant to which any Senior Indebtedness
is issued, no payment of the principal of, premium if any, or interest on the
Subordinated Securities shall be made and the Company covenants that it will,
upon ascertaining any such default or event of default, provide written notice
to the Trustee of such default or event of default;

     (c) In the event that the Subordinated Securities of any series are
declared due and payable before their expressed maturity because of the
occurrence of an Event of Default (under circumstances when the provisions of
subsection (a) of this Section 15.02 shall not be applicable), the holders of
all Senior Indebtedness shall be entitled to receive payment in full in money of
such Senior Indebtedness before such Holders of Subordinated Securities are
entitled to receive any payment on account of the principal of or interest on
the Subordinated Securities; and

     (d) No holder of Senior Indebtedness shall be prejudiced in his right to
enforce subordination of the Subordinated Securities by any act or failure to
act on the part of the Company.

     SECTION 15.03. Payments and Distributions. In the event that,
notwithstanding the provisions of Section 15.02, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities (other than securities of the Company as reorganized or readjusted or
securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in this Article Fifteen with respect to the Subordinated
Securities, to the payment of all indebtedness of the nature of Senior
Indebtedness, provided that the rights of the holders of the Senior Indebtedness
are not altered by such reorganization or readjustment) shall be received by the
Holders of Subordinated Securities or by the Trustee (except for any amounts due
to the Trustee under Section 6.06 hereof) for their benefit in connection with
any proceedings or sale referred to in subsection (a) of Section 15.02 before
all Senior Indebtedness is paid in full in money, such payment or distribution
shall be paid over to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Company, if any, otherwise such payment or distribution shall be
paid over to the holders of such Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been issued,
ratably according to the aggregate amounts remaining unpaid on account of the
Senior Indebtedness held or represented by each, for application to the payment
of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness
shall have been paid in full in money, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.

     From and after the payment in full in money of all Senior Indebtedness, the
Holders of Subordinated Securities (together with the holders of any other
indebtedness of the Company which is subordinate in right of payment to the
payment in full of all Senior Indebtedness, which is not subordinate in right of
payment to the Subordinated Securities and which by its terms grants such right
of subrogation to the holder thereof) shall be subrogated to the rights of the
holders of Senior Indebtedness to receive payments or distributions of assets or
securities of the Company applicable to the Senior Indebtedness until the
Subordinated Securities shall be paid in full, and, for the purposes of such
subrogation, no such payments or distributions to the holders of Senior
Indebtedness of assets or securities, which otherwise would have been payable or
distributable to Holders of Subordinated Securities, shall, as between the
Company, its creditors other than the holders of Senior Indebtedness and the
Holders, be deemed to be a payment by the Company to or on account of the Senior
Indebtedness, it being understood that the provisions of this Article Fifteen
are and are intended solely for the purpose of defining the relative rights of
the Holders, on the one hand, and the holders of the Senior Indebtedness, on the
other hand, and nothing contained in this Article Fifteen or elsewhere in this
Indenture or in the Subordinated Securities is intended to or shall impair as
between the Company, its creditors other than the holders of Senior Indebtedness
and the Holders of Subordinated Securities, the obligation of the Company, which
is unconditional and absolute, to pay to

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the Holders of Subordinated Securities the principal of and interest on the
Subordinated Securities as and when the same shall become due and payable in
accordance with their terms, or to affect the relative rights of the Holders of
Subordinated Securities and creditors of the Company other than the holders of
the Senior Indebtedness, nor shall anything herein or therein prevent the
Trustee or the Holder of any Subordinated Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture subject
to the rights of the holders of Senior Indebtedness, under Section 15.02, to
receive cash, property or securities of the Company otherwise payable or
deliverable to the Holders of the Subordinated Securities.

     Upon any distribution or payment in connection with any proceedings or sale
referred to in subsection (a) of Section 15.02, the Trustee, subject as between
the Trustee and the Holders of Subordinated Securities to the provisions of
Section 1.04 hereof, shall be entitled to rely upon a certificate of the
liquidating trustee or agent or other person making any distribution or payment
to the Trustee, the amount of such Senior Indebtedness or the amount payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Fifteen. In the event that the Trustee
determines, in good faith, that further evidence is required with respect to the
right of any person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Section 15.03, the Trustee may request
such person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Indebtedness held by such person, as to the extent to
which such person is entitled to participate in such payment or distribution,
and as to other facts pertinent to the rights of such person under this Section
15.03, and if such evidence is not furnished, the Trustee may defer any payment
to such person pending judicial determination as to the right of such person to
receive such payment.

     The Trustee, however, shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness, and shall not be liable to any such holders if
it shall in good faith pay over or distribute to Holders of Subordinated
Securities or the Company or any other person moneys or assets to which any
holders of Senior Indebtedness shall be entitled by virtue of Article Fifteen of
this Indenture or otherwise.

     SECTION 15.04. Payments by the Company. Nothing contained in this Article
Fifteen or elsewhere in this Indenture, or in any of the Subordinated
Securities, shall prevent at any time, (a) the Company from making payments at
any time of principal of or interest on the Subordinated Securities, except
under the conditions described in Section 15.02 or during the pendency of any
proceedings or sale therein referred to, provided, however, that payments of
principal of, premium, if any, or interest on the Subordinated Securities shall
only be made by the Company within three business days of the due dates for such
payments or (b) the application by the Trustee of any moneys deposited with it
hereunder to the payment of or on account of the principal of, premium, if any,
or interest on the Subordinated Securities, if at the time of such deposit the
Trustee did not have written notice in accordance with Section 15.06 of any
event prohibiting the making of such deposit by the Company or if in the event
of redemption, the Trustee did not have such written notice prior to the time
that the notice of redemption pursuant to Section 11.04 was given (which notice
of redemption shall in no event be given more than 60 days prior to the date
fixed for redemption).

     SECTION 15.05. Appointment of the Trustee by Holders. Each Holder by his
acceptance of a Subordinated Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination as provided in this Article Fifteen and appoints
the Trustee as attorney-in-fact for any and all such purposes, including, in the
event of any dissolution, winding up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency or receivership proceedings or upon
an assignment for the benefit of creditors or otherwise) tending towards
liquidation of the business and assets of the Company, the immediate filing of a
claim for the unpaid balance of such Holder's Subordinated Securities in the
form required in said proceedings and cause said claim to be approved.

     SECTION 15.06. Notice to Trustee. Notwithstanding the provisions of this
Article Fifteen or any other provisions of this Indenture, the Trustee shall not
be charged with the knowledge of the existence of any facts which would prohibit
the making of any payment of moneys to or by the Trustee, unless and until the
Trustee shall have received written notice thereof from the Company or from the
holder of, or the representative of any class of, Senior Indebtedness, together
with proof satisfactory to the Trustee of such holding of Senior Indebtedness or
of the authority of such representative; provided, however, that if at least
three business days prior to the date upon which by the terms hereof any such
monies may become payable for any purpose (including, without limitation, the
payment of either the cash amount payable at maturity or interest on any
Subordinated Security) the Trustee shall

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<PAGE>


not have received with respect to such monies the notice provided for in this
Section 15.06, then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such monies and to
apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary, which may be received by it on or after
such three business days prior to such date.

     SECTION 15.07. Rights of Trustee. The Trustee shall be entitled to all the
rights set forth in this Article Fifteen with respect to any Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness.

     SECTION 15.08. Paying Agent. In case at any time any paying agent other
than the Trustee shall be appointed by the Company and be then acting hereunder,
the term "Trustee" as used in this Article Fifteen shall in such case (unless
the context shall otherwise require) be construed as extending to and including
such paying agent within its meaning as fully for all intents and purposes as if
such paying agent were named in this Article Fifteen in place of the Trustee.

                                ARTICLE SIXTEEN

               IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS,
                             DIRECTORS AND EMPLOYEES

     SECTION 16.01. Exemption from Individual Liability. No recourse under or
upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, stockholder, officer, director or employee, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations of the Company, and that no
such personal liability whatever shall attach to, or is or shall be incurred by,
the incorporators, stockholders, officers, directors or employees, as such, of
the Company or of any successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every such incorporator,
stockholder, officer, director or employee, as such, because of the creation of
the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom, are hereby expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issue of
such Securities.

                               ARTICLE SEVENTEEN

                            MISCELLANEOUS PROVISIONS

     SECTION 17.01. Successors and Assigns of Company Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the Company shall bind its respective successors and assigns,
whether so expressed or not.

     SECTION 17.02. Acts of Board, Committee or Officer of Successor Corporation
Valid. Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
like board, committee or officer of any corporation that shall at that time be
the successor of the Company.

     SECTION 17.03. Required Notices or Demands. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the Holders to or on the Company may, except as otherwise
provided in Section 5.01(4), be given or served by being deposited postage
prepaid in a post office letter box in the United States addressed (until
another address is filed by the Company with the Trustee), as follows: to the
Company, Mpower Holding Corporation, 175 Sully's Trail, Suite 300, Pittsford, NY
14534, Attention: Treasurer. Any notice, direction, request or demand by the
Company or by any Holder to or upon

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<PAGE>


the Trustee may be given or made, for all purposes, by being deposited postage
prepaid in a post office letter box in the United States addressed to the
Corporate Trust Office of the Trustee. Any notice required or permitted to be
mailed to a Holder by the Company or the Trustee pursuant to the provisions of
this Indenture shall be deemed to be properly mailed by being deposited postage
prepaid in a post office letter box in the United States addressed to such
Holder at the address of such Holder as shown on the Security Register. In any
case, where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders.

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

     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impractical to mail notice of any event to Holders when
such notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be satisfactory to the Trustee
shall be deemed to be a sufficient giving of such notice.

     SECTION 17.04. Indenture and Securities to Be Construed in Accordance with
the Laws of the State of New York. This Indenture and each Security shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be governed by and construed in accordance with the laws of
said State, without regards to its principals of conflicts of laws.

     SECTION 17.05. Indenture May Be Executed in Counterparts. This Indenture
may be executed in any number of counterparts, each of which shall be an
original, but all of which shall together constitute one and the same
instrument.

     HSBC Bank USA hereby accepts the trusts in this Indenture declared and
provided, upon the terms and conditions hereinabove set forth.

     IN WITNESS WHEREOF, MPOWER HOLDING CORPORATION has caused this Indenture to
be duly signed and acknowledged by its Chairman of the Board or its President or
an Executive Vice President or a group Vice President or a Vice President or its
Treasurer or its Assistant Treasurer or its Secretary or its Assistant Secretary
thereunto duly authorized; and HSBC Bank USA has caused this Indenture to be
duly executed.

                                        MPOWER HOLDING CORPORATION


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


                                        HSBC Bank USA, as Trustee


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