<PAGE>
                                                                     Exhibit 4.2














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



                          M/I SCHOTTENSTEIN HOMES, INC.

                                       TO


                               -------------------
                                                   Trustee


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


                                    INDENTURE


                           Dated as of ______________



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



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




<PAGE>




    CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
                 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

<TABLE>
<CAPTION>

Trust Indenture
    Act Section                                                                         Indenture Section
<S>                                                                                     <C>
Section 310(a)(1)       ................................................................    609
           (a)(2)       ................................................................    609
           (a)(3)       ................................................................    Not Applicable
           (a)(4)       ................................................................    Not Applicable
           (b)          ................................................................    608
                                                                                            610
Section 311(a)          ................................................................    613
           (b)          ................................................................    613
Section 312(a)          ................................................................    701
                                                                                            702
           (b)          ................................................................    702
           (c)          ................................................................    702
Section 313(a)          ................................................................    703
           (b)          ................................................................    703
           (c)          ................................................................    703
           (d)          ................................................................    703
Section 314(a)          ................................................................    704
           (a)(4)       ................................................................    101
                                                                                            1004
           (b)          ................................................................    Not Applicable
           (c)(1)       ................................................................    102
           (c)(2)       ................................................................    102
           (c)(3)       ................................................................    Not Applicable
           (d)          ................................................................    Not Applicable
           (e)          ................................................................    102
Section 315(a)          ................................................................    601
           (b)          ................................................................    602
           (c)          ................................................................    601
           (d)          ................................................................    601
           (e)          ................................................................    514
Section 316(a)          ................................................................    101
           (a)(1)(A)    ................................................................    502
                                                                                            512
           (a)(1)(B)    ................................................................    513
           (a)(2)       ................................................................    Not Applicable
           (b)          ................................................................    508
           (c)          ................................................................    104
Section 317(a)(1)       ................................................................    503
           (a)(2)       ................................................................    504
           (b)          ................................................................    1003
Section 318(a)          ................................................................    107
</TABLE>


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

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                           PAGE
                                                                                                           ----
<S>                                                                                                         <C>
RECITALS OF THE COMPANY  .................................................................................   1

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                                    OF GENERAL APPLICATION................................................   1

SECTION 101.  Definitions.................................................................................   1
                 Act......................................................................................   2
                 Affiliate................................................................................   2
                 Authenticating Agent.....................................................................   2
                 Board of Directors.......................................................................   2
                 Board Resolution.........................................................................   2
                 Business Day.............................................................................   2
                 Commission...............................................................................   2
                 Common Stock.............................................................................   2
                 Company..................................................................................   2
                 Company Request; Company Order...........................................................   3
                 Corporate Trust Office...................................................................   3
                 Corporation..............................................................................   3
                 Covenant Defeasance......................................................................   3
                 Debt.....................................................................................   3
                 Defaulted Interest.......................................................................   3
                 Defeasance...............................................................................   3
                 Depositary...............................................................................   3
                 Event of Default.........................................................................   3
                 Exchange Act.............................................................................   3
                 Expiration Date..........................................................................   3
                 Global Security..........................................................................   4
                 Holder...................................................................................   4
                 Indenture................................................................................   4
                 Interest.................................................................................   4
                 Interest Payment Date....................................................................   4
                 Investment Company Act...................................................................   4
                 Maturity.................................................................................   4
                 Notice of Default........................................................................   4
                 Officers' Certificate....................................................................   4
                 Opinion of Counsel.......................................................................   4
                 Original Issue Discount Security.........................................................   4
                 Outstanding..............................................................................   5
                 Paying Agent.............................................................................   6
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

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<S>                                                                                                         <C>
                 Person...................................................................................   6
                 Place of Payment.........................................................................   6
                 Predecessor Security.....................................................................   6
                 Redemption Date..........................................................................   6
                 Redemption Price.........................................................................   6
                 Regular Record Date......................................................................   6
                 Responsible Officer......................................................................   6
                 Securities...............................................................................   6
                 Securities Act...........................................................................   6
                 Security Register and Security Registrar.................................................   6
                 Senior Indebtedness......................................................................   7
                 Special Record Date......................................................................   7
                 Stated Maturity..........................................................................   7
                 Subsidiary...............................................................................   7
                 Trust Indenture Act......................................................................   7
                 Trustee..................................................................................   7
                 U.S. Government Obligation...............................................................   7
                 Vice President...........................................................................   7

SECTION 102.  Compliance Certificates and Opinions........................................................   8
SECTION 103.  Form of Documents Delivered to Trustee......................................................   8
SECTION 104.  Acts of Holders; Record Dates...............................................................   9
SECTION 105.  Notices, Etc., to Trustee and Company.......................................................  11
SECTION 106.  Notice to Holders; Waiver...................................................................  11
SECTION 107.  Conflict with Trust Indenture Act...........................................................  12
SECTION 108.  Effect of Headings and Table of Contents....................................................  12
SECTION 109.  Successors and Assigns......................................................................  12
SECTION 110.  Separability Clause.........................................................................  12
SECTION 111.  Benefits of Indenture.......................................................................  12
SECTION 112.  Governing Law...............................................................................  13
SECTION 113.  Legal Holidays..............................................................................  13


                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.  Forms Generally.............................................................................  13
SECTION 202.  Form of Trustee's Certificate of Authentication.............................................  13
SECTION 203.  Form of Legend for Global Securities........................................................  14
SECTION 204.  Securities in Global Form...................................................................  14
</TABLE>


                                       ii
<PAGE>


<TABLE>
<CAPTION>

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<S>                                                                                                         <C>
                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.  Amount Unlimited; Issuable in Series........................................................  15
SECTION 302.  Denominations...............................................................................  18
SECTION 303.  Execution, Authentication, Delivery and Dating..............................................  18
SECTION 304.  Temporary Securities........................................................................  20
SECTION 305.  Registration, Registration of Transfer and Exchange.........................................  20
SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities............................................  22
SECTION 307.  Payment of Interest; Interest Rights Preserved..............................................  23
SECTION 308.  Persons Deemed Owners.......................................................................  24
SECTION 309.  Cancellation................................................................................  24
SECTION 310.  Computation of Interest.....................................................................  25

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.....................................................  25
SECTION 402.  Application of Trust Money..................................................................  26
</TABLE>


                                      iii

<PAGE>



<TABLE>
<CAPTION>

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<S>                                                                                                         <C>
                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.  Events of Default...........................................................................  27
SECTION 502.  Acceleration of Maturity; Rescission and Annulment..........................................  28
SECTION 503.  Collection of Indebtedness and Suits for Enforcement by
                 Trustee..................................................................................  29
SECTION 504.  Trustee May File Proofs of Claim............................................................  30
SECTION 505.  Trustee May Enforce Claims Without Possession of
                 Securities...............................................................................  30
SECTION 506.  Application of Money Collected..............................................................  31
SECTION 507.  Limitation on Suits.........................................................................  31
SECTION 508.  Unconditional Right of Holders to Receive Principal,
                 Premium and Interest.....................................................................  32
SECTION 509.  Restoration of Rights and Remedies..........................................................  32
SECTION 510.  Rights and Remedies Cumulative..............................................................  32
SECTION 511.  Delay or Omission Not Waiver................................................................  33
SECTION 512.  Control by Holders..........................................................................  33
SECTION 513.  Waiver of Past Defaults.....................................................................  33
SECTION 514.  Undertaking for Costs.......................................................................  34
SECTION 515.  Waiver of Usury, Stay or Extension Laws.....................................................  34

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.  Certain Duties and Responsibilities.........................................................  34
SECTION 602.  Notice of Defaults..........................................................................  35
SECTION 603.  Certain Rights of Trustee...................................................................  35
SECTION 604.  Not Responsible for Recitals or Issuance of Securities......................................  36
SECTION 605.  May Hold Securities.........................................................................  36
SECTION 606.  Money Held in Trust.........................................................................  36
SECTION 607.  Compensation and Reimbursement..............................................................  36
SECTION 608.  Conflicting Interests.......................................................................  37
SECTION 609.  Corporate Trustee Required..................................................................  37
SECTION 610.  Resignation and Removal; Appointment of Successor...........................................  38
SECTION 611.  Acceptance of Appointment by Successor......................................................  39
SECTION 612.  Merger, Conversion, Consolidation or Succession to
                 Business.................................................................................  40
SECTION 613.  Preferential Collection of Claims Against Company...........................................  41
SECTION 614.  Appointment of Authenticating Agent.........................................................  41
</TABLE>



                                      -iv-

<PAGE>


<TABLE>
<CAPTION>

                                                                                                           PAGE
                                                                                                           ----
<S>                                                                                                         <C>

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Company to Furnish Trustee Names and Addresses of
                 Holders..................................................................................  42
SECTION 702.  Preservation of Information; Communications to Holders......................................  43
SECTION 703.  Reports by Trustee..........................................................................  43
SECTION 704.  Reports by Company..........................................................................  43

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.  Company May Consolidate, Etc., Only on Certain
                 Terms....................................................................................  45
SECTION 802.  Successor Substituted.......................................................................  45

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent of Holders..........................................  46
SECTION 902.  Supplemental Indentures With Consent of Holders.............................................  47
SECTION 903.  Execution of Supplemental Indentures........................................................  49
SECTION 904.  Effect of Supplemental Indentures...........................................................  49
SECTION 905.  Conformity with Trust Indenture Act.........................................................  49
SECTION 906.  Reference in Securities to Supplemental Indentures..........................................  49

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.  Payment of Principal, Premium and Interest.................................................  50
SECTION 1002.  Maintenance of Office or Agency............................................................  50
SECTION 1003.  Money for Securities Payments to be Held in Trust..........................................  50
SECTION 1004.  Statement by Officers as to Default........................................................  51
SECTION 1005.  Existence..................................................................................  52
SECTION 1006.  Maintenance of Properties..................................................................  52
SECTION 1007.  Payment of Taxes and Other Claims..........................................................  52
SECTION 1008.  Waiver of Certain Covenants................................................................  52



</TABLE>


                                      -v-
<PAGE>



<TABLE>
<CAPTION>

                                                                                                           PAGE
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<S>                                                                                                         <C>

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.  Applicability of Article...................................................................  53
SECTION 1102.  Election to Redeem; Notice to Trustee......................................................  53
SECTION 1103.  Selection by Trustee of Securities to be Redeemed..........................................  53
SECTION 1104.  Notice of Redemption.......................................................................  54
SECTION 1105.  Deposit of Redemption Price................................................................  55
SECTION 1106.  Securities Payable on Redemption Date......................................................  56
SECTION 1107.  Securities Redeemed in Part................................................................  56

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.  Applicability of Article...................................................................  56
SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities......................................  57
SECTION 1203.  Redemption of Securities for Sinking Fund..................................................  57

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.  Company's Option to Effect Defeasance or Covenant
                 Defeasance...............................................................................  58
SECTION 1302.  Defeasance and Discharge...................................................................  58
SECTION 1303.  Covenant Defeasance........................................................................  58
SECTION 1304.  Conditions to Defeasance or Covenant Defeasance............................................  59
SECTION 1305.  Deposited Money and U.S. Government Obligations to
                 be Held in Trust; Miscellaneous Provisions...............................................  61
SECTION 1306.  Reinstatement..............................................................................  62

                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES

SECTION 1401.  Securities Subordinate to Senior Indebtedness..............................................  62
SECTION 1402.  Payment Over of Proceeds Upon Dissolution, Etc.............................................  62
SECTION 1403.  Prior Payment to Senior Indebtedness Upon
                 Acceleration of Securities...............................................................  63
SECTION 1404.  No Payment When Senior Indebtedness in Default.............................................  64
SECTION 1405.  Payment Permitted in Certain Situations....................................................  64
</TABLE>


                                      -vi-

<PAGE>


<TABLE>
<CAPTION>

                                                                                                           PAGE
                                                                                                           ----
<S>                                                                                                         <C>
SECTION 1406.  Subrogation to Rights of Holders of Senior Indebtedness....................................  65
SECTION 1407.  Provisions Solely to Define Relative Rights................................................  65
SECTION 1408.  Trustee to Effectuate Subordination........................................................  66
SECTION 1409.  No Waiver of Subordination Provisions......................................................  66
SECTION 1410.  Notice to Trustee..........................................................................  66
SECTION 1411.  Reliance on Judicial Order or Certificate of Liquidating Agent.............................  67
SECTION 1412.  Trustee Not Fiduciary for Holders of Senior Indebtedness...................................  67
SECTION 1413.  Rights of Trustee as Holder of Senior Indebtedness,
                 Preservation of Trustee's Rights.........................................................  68
SECTION 1414.  Article Applicable to Paying Agents........................................................  68
SECTION 1415.  Certain Conversions Deemed Payment.........................................................  68
</TABLE>



                                      -vii-

<PAGE>



         INDENTURE, dated as of ________________, between M/I Schottenstein
Homes, Inc., a corporation duly organized and existing under the laws of the
State of Ohio (herein called the "Company"), having its principal office at 3
Easton Oval, Suite 500, Columbus, Ohio 43219, and _______________________, as
Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

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

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION


SECTION 101.  Definitions.

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

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

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

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

<PAGE>


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

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

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

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

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

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

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

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

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

         "Common Stock" includes any shares or stock of any class of the Company
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company and which is not subject to redemption by the Company.

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


                                      -2-
<PAGE>


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

         "Corporate Trust Office" means the designated office of the Trustee at
which at any particular time its corporate trust business shall be administered.

         "Corporation" means a corporation, association, company, joint-stock
company, limited liability company or business trust.

         "Covenant Defeasance" has the meaning specified in Section 1303.

         "Debt" means (without duplication and without regard to any portion of
principal amount that has not accrued and to any interest component thereof
(whether accrued or imputed) that is not due and payable) with respect to any
Person, whether recourse is to all or a portion of the assets of such Person and
whether or not contingent, (i) every obligation of such Person for money
borrowed; (ii) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, including obligations incurred in connection
with the acquisition of property, assets or businesses; (iii) every
reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person; (iv) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business); (v) every
capital lease obligation of such Person; and (vi) every obligation of the type
referred to in clauses (i) through (v) of another Person and all dividends of
another Person the payment of which, in either case, such Person has guaranteed
or is responsible or liable, directly or indirectly, as obligor or otherwise.

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

         "Defeasance" has the meaning specified in Section 1302.

         "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary
for such Securities as contemplated by Section 301.

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

         "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

         "Expiration Date" has the meaning specified in Section 104.


                                      -3-
<PAGE>


         "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 203 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

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

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

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

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

         "Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

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

         "Notice of Default" means a written notice of the kind specified in
Section 501(5).

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 1004 shall be the
principal executive, financial or accounting officer of the Company.

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

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


                                      -4-
<PAGE>


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

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

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

               (3) Securities as to which Defeasance has been effected pursuant
          to Section 1302; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.


                                      -5-
<PAGE>


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

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

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

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

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

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

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

         "Responsible Officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the
president, any vice president, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, the cashier, any assistant cashier, any
trust officer or assistant trust officer, the controller or any assistant
controller or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

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

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

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


                                      -6-
<PAGE>


         "Senior Indebtedness" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company to the
extent that such claim for post-petition interest is allowed in such
proceeding), on Debt, whether incurred on or prior to the date of this Indenture
or thereafter incurred, unless in the instrument creating or evidencing the same
or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right or payment to the Securities, or to other
Debt which is pari passu with, or subordinated to the Securities; provided,
however, that Senior Indebtedness shall not be deemed to include the Securities.

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

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

         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

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

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

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

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


                                      -7-
<PAGE>


SECTION 102.  Compliance Certificates and Opinions.

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

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) shall include,

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

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

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

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


SECTION 103.  Form of Documents Delivered to Trustee.

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

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or 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



                                      -8-
<PAGE>


the Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

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


SECTION 104.  Acts of Holders; Record Dates.

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

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

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

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

         The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply


                                      -9-
<PAGE>


with respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

         With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with



                                      -10-
<PAGE>



respect to any record date set pursuant to this Section, the party hereto which
set such record date shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject to
its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.

         Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.


SECTION 105.  Notices, Etc., to Trustee and Company.

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

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

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


SECTION 106.  Notice to Holders; Waiver.

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


                                      -11-
<PAGE>


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


SECTION 107.  Conflict with Trust Indenture Act.

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


SECTION 108.  Effect of Headings and Table of Contents.

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


SECTION 109.  Successors and Assigns.

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


SECTION 110.  Separability Clause.

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


SECTION 111.  Benefits of Indenture.

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



                                      -12-
<PAGE>


SECTION 112.  Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of ___________________.


SECTION 113.  Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.


                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.  Forms Generally.

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

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


SECTION 202.  Form of Trustee's Certificate of Authentication.

         The Trustee's certificates of authentication shall be in substantially
the following form:



                                      -13-
<PAGE>



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


                                      ______________, as Trustee



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



SECTION 203.  Form of Legend for Global Securities.

         Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


SECTION 204.  Securities in Global Form.

         If Securities of any series are issuable as Global Securities, as
specified as contemplated by Section 301, then, notwithstanding the provisions
of Section 301, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be reduced
to reflect exchanges. Any endorsement of a Global Security to reflect the
amount, or any increase or decrease in the amount, of Outstanding Securities of
such series represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or Section 304. Subject to the provisions of Section 303 and, if applicable,
Section 304, the Trustee shall deliver and redeliver any Global Security in the
manner and upon instructions given by the Person or Persons specified therein or
in the applicable Company Order. If a Company Order pursuant to Section 303 or
304 has been, or simultaneously is, delivered, any instructions


                                      -14-
<PAGE>


by the Company with respect to endorsement or delivery or redelivery of a Global
Security shall be in writing but need not comply with Section 102 and need not
be accompanied by an Opinion of Counsel.

         The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Global Security if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Global Security
with written instructions (which need not comply with Section 102 and need not
be accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 303.

         Notwithstanding the provisions of Sections 201 and 307, unless
otherwise specified as contemplated by Section 301, payment of principal of and
any premium and interest on any Global Security shall be made to the Person or
Persons specified therein.

         Notwithstanding the provisions of Section 308 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
and the Trustee shall treat a Person as the Holder of such principal amount of
Outstanding Securities represented by a Global Security as shall be specified in
a written statement of the Holder of such Global Security.


                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.  Amount Unlimited; Issuable in Series.

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

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

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

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


                                      -15-
<PAGE>


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

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

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

               (6) the place or places where the principal of and any premium
          and interest on any Securities of the series shall be payable or where
          the Securities of the series may be surrendered for conversion or
          exchange;

               (7) the period or periods within which, the price or prices at
          which and the terms and conditions upon which any Securities of the
          series may be redeemed, in whole or in part, at the option of the
          Company and, if other than by a Board Resolution, the manner in which
          any election by the Company to redeem the Securities shall be
          evidenced;

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

               (9) the right, if any, to extend the interest payment periods in
          respect of the Securities of the series and the duration of such
          extension;

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

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

               (12) if other than the currency of the United States of
          America, the currency, currencies or currency units in which the
          principal of or any premium or interest on any Securities of the
          series shall be payable and the manner of determining the equivalent


                                      -16-
<PAGE>


          thereof in the currency of the United States of America for any
          purpose, including for purposes of the definition of "Outstanding" in
          Section 101;

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

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

               (15) if the principal amount payable at the Stated Maturity of
          any Securities of the series will not be determinable as of any one or
          more dates prior to the Stated Maturity, the amount which shall be
          deemed to be the principal amount of such Securities as of any such
          date for any purpose thereunder or hereunder, including the principal
          amount thereof which shall be due and payable upon any Maturity other
          than the Stated Maturity or which shall be deemed to be Outstanding as
          of any date prior to the Stated Maturity (or, in any such case, the
          manner in which such amount deemed to be the principal amount shall be
          determined);

               (16) if applicable, that the Securities of the series, in whole
          or any specified part, shall be defeasible pursuant to Section 1302 or
          Section 1303 or both such Sections and, if other than by a Board
          Resolution, the manner in which any election by the Company to defease
          such Securities shall be evidenced;

               (17) if applicable, that any Securities of the series shall be
          issuable in whole or in part in the form of one or more Global
          Securities and, in such case, the respective Depositaries for such
          Global Securities, the form of any legend or legends which shall be
          borne by any such Global Security in addition to or in lieu of that
          set forth in Section 203 and any circumstances in addition to or in
          lieu of those set forth in Clause (2) of the last paragraph of Section
          305 in which any such Global Security may be exchanged in whole or in
          part for Securities registered, and any transfer of such Global
          Security in whole or in part may be registered, in the name or names
          of Persons other than the Depositary for such Global Security or a
          nominee thereof;

               (18) any addition to or change in the Events of Default which
          applies to any Securities of the series and any change in the right of
          the Trustee or the requisite Holders of such Securities to declare the
          principal amount thereof due and payable pursuant to Section 502;


                                      -17-
<PAGE>


               (19) any addition to or change in the covenants set forth in
          Article Ten which applies to Securities of the series;

               (20) any restriction or condition on the transferability of the
          Securities;

               (21) the subordination terms of the Securities of the series;

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

               (23) the terms of any right to convert or exchange Securities of
          the series, either at the election of the Holder thereof or the
          Company, into or for shares of Common Stock of the Company or other
          securities or property, including, without limitation, the period or
          periods within which and the price or prices (including adjustments
          thereto) at which any Securities of the series shall be converted or
          exchanged, in whole or in part and any other provision in addition to
          or in lieu of those set forth in this Indenture.

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

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


SECTION 302.  Denominations.

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


SECTION 303.  Execution, Authentication, Delivery and Dating.

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


                                      -18-
<PAGE>


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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
prior to authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

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

               (2) if the terms of such Securities have been established by or
          pursuant to Board Resolution as permitted by Section 301, that such
          terms have been established in conformity with the provisions of this
          Indenture; and

               (3) that such Securities, when authenticated and delivered by the
          Trustee and issued by the Company in the manner and subject to any
          conditions specified in such Opinion of Counsel, will constitute valid
          and legally binding obligations of the Company enforceable in
          accordance with their terms, subject to bankruptcy, insolvency,
          fraudulent transfer, reorganization, moratorium and similar laws of
          general applicability relating to or affecting creditors' rights and
          to general equity principles.

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

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

         Each Security shall be dated the date of its authentication.


                                      -19-
<PAGE>


         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. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.


SECTION 304.  Temporary Securities.

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

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


SECTION 305.  Registration, Registration of Transfer and Exchange.

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


                                      -20-
<PAGE>


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

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

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

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

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

         If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of that
series and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103 and
ending at the close of business on the day of such mailing, or (B) 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.

         The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

               (1) Each Global Security authenticated under this Indenture shall
          be registered in the name of the Depositary designated for such Global
          Security or a nominee thereof and delivered to such Depositary or a
          nominee thereof or custodian therefor, and each such Global Security
          shall constitute a single Security for all purposes of this Indenture.


                                      -21-
<PAGE>


               (2) Notwithstanding any other provision in this Indenture, no
          Global Security may be exchanged in whole or in part for Securities
          registered, and no transfer of a Global Security in whole or in part
          may be registered, in the name of any Person other than the Depositary
          for such Global Security or a nominee thereof unless (A) such
          Depositary (i) has notified the Company that it is unwilling or unable
          to continue as Depositary for such Global Security or (ii) has ceased
          to be a clearing agency registered under the Exchange Act, (B) there
          shall have occurred and be continuing an Event of Default with respect
          to such Global Security or (C) there shall exist such circumstances,
          if any, in addition to or in lieu of the foregoing as have been
          specified for this purpose as contemplated by Section 301.

               (3) Subject to Clause (2) above, any exchange of a Global
          Security for other Securities may be made in whole or in part, and all
          Securities issued in exchange for a Global Security or any portion
          thereof shall be registered in such names as the Depositary for such
          Global Security shall direct.

               (4) Every Security authenticated and delivered upon registration
          of transfer of, or in exchange for or in lieu of, a Global Security or
          any portion thereof, whether pursuant to this Section, Section 304,
          306, 906 or 1107 or otherwise, shall be authenticated and delivered in
          the form of, and shall be, a Global Security, unless such Security is
          registered in the name of a Person other than the Depositary for such
          Global Security or a nominee thereof.


SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

         Upon the issuance of any new Security under this Section, the Company
or the Trustee may require the payment of a sum sufficient to cover any tax or
other governmental charge that


                                      -22-
<PAGE>


may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.

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

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


SECTION 307.  Payment of Interest; Interest Rights Preserved.

         Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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

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


                                      -23-
<PAGE>


          the proposed payment of such Defaulted Interest and the Special Record
          Date therefor to be given to each Holder of Securities of such series
          in the manner set forth in Section 106, not less than 10 days prior to
          such Special Record Date. Notice of the proposed payment of such
          Defaulted Interest and the Special Record Date therefor having been so
          mailed, such Defaulted Interest shall be paid to the Persons in whose
          names the Securities of such series (or their respective Predecessor
          Securities) are registered at the close of business on such Special
          Record Date and shall no longer be payable pursuant to the following
          Clause (2).

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

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


SECTION 308.  Persons Deemed Owners.

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


SECTION 309.  Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
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 may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section,


                                      -24-
<PAGE>


except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of in accordance with the Trustee's standard
procedures unless directed otherwise by a Company Order.


SECTION 310.  Computation of Interest.

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


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.  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 306 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 1003) have
               been delivered to the Trustee for cancellation; or

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

                         (i) have become due and payable, or

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

                         (iii) are to be called for redemption within one year
                    under arrangements satisfactory to the Trustee for the
                    giving of notice of


                                      -25-
<PAGE>


                    redemption by the Trustee in the name, and at the expense,
                    of the Company,

               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 money in an amount sufficient to
               pay and discharge the entire indebtedness on such Securities not
               theretofore delivered to the Trustee for cancellation, for
               principal and any premium and interest to the date of such
               deposit (in the case of Securities which have become due and
               payable) or to the Stated Maturity or Redemption Date, as the
               case may be;

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
rights of the Trustee under Sections 507(3), 601 and 603, the obligations of the
Company to the Trustee under Section 607, the obligations of the Trustee to any
Authenticating Agent under Section 614 and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section
1003 shall survive.


SECTION 402.  Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee. Money
deposited pursuant to this Section not in violation of this Indenture shall not
be subject to claims of the holders of Senior Indebtedness under Article
Fourteen hereof.


                                      -26-
<PAGE>


                                  ARTICLE FIVE

                                    REMEDIES


SECTION 501.  Events of Default.

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

          (1) default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 30 days (whether or not such payment is prohibited by the
     subordination provisions set forth in Article Fourteen hereof); provided,
     however, that a valid extension of an interest payment period by the
     Company in accordance with the terms of any indenture supplemental hereto
     shall not constitute a default in the payment of interest for this purpose;
     or

          (2) default in the payment of the principal of or any premium on any
     Security of that series at its Maturity (whether or not such payment is
     prohibited by the subordination provisions set forth in Article Fourteen
     hereof); 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) if the Securities of that series are convertible or exchangeable
     into or for shares of Common Stock of the Company or other securities, cash
     or other property pursuant to any supplemental indenture, Board Resolution
     or other instrument authorizing Securities of that series, failure by the
     Company to convert such Securities (whether or not such conversion or
     exchange is prohibited by the subordination provisions set forth in Article
     Fourteen hereof); or

          (5) 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
     10% 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


                                      -27-
<PAGE>


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

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

          (8) A default under any bond, debenture, note or other evidence of
     indebtedness for money borrowed by the Company (including a default with
     respect to Securities of any series other than that series), or under any
     mortgage, indenture or instrument (including this Indenture) under which
     there may be issued or by which there may be secured or evidenced any
     indebtedness for money borrowed by the Company, having an aggregate
     principal amount outstanding of at least $25 million, whether such
     indebtedness now exists or shall hereafter be created, which default (A)
     shall constitute a failure to pay any portion of the principal of such
     indebtedness when due and payable after the expiration of any applicable
     grace period with respect thereto or (B) shall have resulted in such
     indebtedness becoming or being declared due and payable prior to the date
     on which it would otherwise have become due and payable, without, in the
     case of Clause (A), such indebtedness having been discharged or without, in
     the case of Clause (B), such indebtedness having been discharged or such
     acceleration having been rescinded or annulled, in each such case within a
     period of 10 days after there shall have 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 10% in principal amount of the
     Outstanding Securities of that series a written notice specifying such
     default and requiring the Company to cause such indebtedness to be
     discharged or cause such acceleration to be rescinded or annulled, as the
     case may be, and stating that such notice is a "Notice of Default"
     hereunder; provided, however, that, subject to the provisions of Sections
     601 and 602, the Trustee shall not be deemed to have knowledge of such
     default unless either (A) a Responsible Officer of the Trustee shall have
     actual knowledge of such default or (B) the Trustee shall have received
     written notice thereof from the Company, from any Holder, from the holder
     of any such indebtedness or from the trustee under any such mortgage,
     indenture or other instrument; or

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


SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 501(6) or 501(7)) 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 of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) 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 specified in Section 501(6)
or 501(7) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified


                                      -28-
<PAGE>


by the terms thereof) shall automatically, and without any declaration or other
action on the part of the Trustee or any Holder, become immediately due and
payable.

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

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

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

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

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

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

          and

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

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


SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Company covenants that if

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

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


                                      -29-
<PAGE>


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

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


SECTION 504.  Trustee May File Proof of Claim.

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

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


SECTION 505.  Trustee May Enforce Claims Without Possession of Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production


                                      -30-
<PAGE>


thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.


SECTION 506.  Application of Money Collected.

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

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

         SECOND: To the payment of all Senior Indebtedness of the Company to the
         extent required by Article Fourteen hereof;

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

         FOURTH: To the payment of the remainder, if any, to the Company.


SECTION 507.  Limitation on Suits.

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

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

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

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


                                      -31-
<PAGE>


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

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

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


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

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


SECTION 509.  Restoration of Rights and Remedies.

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


SECTION 510.  Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy


                                      -32-
<PAGE>


hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


SECTION 511.  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 512.  Control by Holders.

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

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

               (2) such Holder or Holders have offered to the Trustee reasonable
          indemnity against the costs, expenses and liabilities to be incurred
          in connection therewith, and

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


SECTION 513.  Waiver of Past Defaults.

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

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

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


                                      -33-
<PAGE>


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


SECTION 514.  Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.


SECTION 515.  Waiver of Usury, Stay or Extension Laws.

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


                                   ARTICLE SIX

                                   THE TRUSTEE


SECTION 601.  Certain Duties and Responsibilities.

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



                                      -34-
<PAGE>


SECTION 602.  Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series
and is known to the Trustee, the Trustee shall give the Holders of Securities of
such series notice of such default as and to the extent provided by the Trust
Indenture Act; provided, however, that in the case of any default of the
character specified in Section 501(3) with respect to Securities of such series,
no such notice to Holders shall be given until at least 60 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 with respect to Securities of such series.


SECTION 603.  Certain Rights of Trustee.

         Subject to the provisions of Section 601:

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

               (2) 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 shall be sufficiently
         evidenced by a Board Resolution;

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

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

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

               (6) 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,


                                      -35-
<PAGE>


         request, direction, consent, order, bond, debenture, note, other
         evidence of indebtedness or other paper or document, but the Trustee,
         in its discretion, may make such further inquiry or investigation into
         such facts or matters as it may see fit, and, if the Trustee shall
         determine to make such further inquiry or investigation, it shall be
         entitled to examine the books, records and premises of the Company,
         personally or by agent or attorney; and

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


SECTION 604.  Not Responsible for Recitals or Issuance of Securities.

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


SECTION 605.  May Hold Securities.

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


SECTION 606.  Money Held in Trust.

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


SECTION 607.  Compensation and Reimbursement.

         The Company agrees


                                      -36-
<PAGE>


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

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

               (3) to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense arising out of or in connection
         with the acceptance or administration of the trust or trusts hereunder,
         including the costs and expenses of defending itself against any claim
         or liability in connection with the exercise or performance of any of
         its powers or duties hereunder, except any such loss, liability or
         expense as may be attributable to the Trustee's failure to act in
         accordance with its obligations under the Trust Indenture Act or its
         bad faith.


SECTION 608.  Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.


SECTION 609.  Corporate Trustee Required.

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


                                      -37-


<PAGE>
SECTION 610.  Resignation and Removal; Appointment of Successor.

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

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

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

         If at any time:

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

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

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

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

         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


                                      -38-
<PAGE>


particular series) and shall comply with the applicable  requirements of Section
611. If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy,  a successor  Trustee with respect to the Securities
of any  series  shall  be  appointed  by Act of the  Holders  of a  majority  in
principal  amount of the Outstanding  Securities of such series delivered to the
Company and the retiring  Trustee,  the  successor  Trustee so appointed  shall,
forthwith  upon  its  acceptance  of such  appointment  in  accordance  with the
applicable  requirements  of Section  611,  become the  successor  Trustee  with
respect to the  Securities  of such  series  and to that  extent  supersede  the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the  Securities  of any series shall have been so appointed by the Company or
the Holders and accepted  appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent  jurisdiction for the appointment of a successor  Trustee
with respect to the Securities of such series.

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

SECTION 611.  Acceptance of Appointment by Successor.

         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 all sums owed to the Trustee under Section 607, execute and deliver
an instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and, unless applied to the payment of sums owed
to the Trustee under Section 607. shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

         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 instrument or 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


                                      -39-
<PAGE>


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 instrument
or 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.

         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 the
first or second preceding paragraph, as the case may be.

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


SECTION 612.  Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation 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.


                                      -40-
<PAGE>


SECTION 613.  Preferential Collection of Claims Against Company.

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

SECTION 614.  Appointment of Authenticating Agent.

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

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions


                                      -41-
<PAGE>


of this Section, the Trustee may appoint a successor  Authenticating Agent which
shall be acceptable to the Company and shall give notice of such  appointment in
the manner  provided in Section 106 to all Holders of  Securities  of the series
with  respect  to which such  Authenticating  Agent will  serve.  Any  successor
Authenticating  Agent upon acceptance of its appointment  hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if  originally  named as an  Authenticating  Agent.  No successor
Authenticating  Agent shall be appointed unless eligible under the provisions of
this Section.

         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

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

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

                                         ______________, as Trustee



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


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


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.

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

                  (1) semi-annually, not later than _______________and
         ___________in each year, a list, in such form as the Trustee may
         reasonably require, of the names and addresses of the Holders of
         Securities of each series as of the preceding __________or
         _______________, as the case may be, and


                                      -42-
<PAGE>


                  (2) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request, a
         list of similar form and content as of a date not more than 15 days
         prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar. If there are no names or addresses in addition
to those received by the Trustee in its capacity as Security Registrar, the
Company need not furnish any list pursuant to this Section 701.


SECTION 702.  Preservation of Information; Communications to Holders.

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

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

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

SECTION 703.  Reports by Trustee.

         The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

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

SECTION 704.  Reports by Company.

         The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required


                                      -43-
<PAGE>


pursuant  to the Trust  Indenture  Act at the times and in the  manner  provided
pursuant to such Act; provided that any such  information,  documents or reports
required to be filed with the Commission  pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.




                                      -44-
<PAGE>


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.

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

                  (1) in case the Company shall consolidate with or merge into
         another Person or convey, transfer or lease its properties and assets
         substantially as an entirety to any Person, the Person formed by such
         consolidation or into which the Company is merged or the Person which
         acquires by conveyance or transfer, or which leases, the properties and
         assets of the Company substantially as an entirety shall be a
         corporation, partnership or trust, shall be organized and validly
         existing under the laws of the United States of America, any State
         thereof or the District of Columbia and shall expressly assume, by an
         indenture supplemental hereto, executed and delivered to the Trustee,
         in form satisfactory to the Trustee, the due and punctual payment of
         the principal of and any premium and interest on all the Securities and
         the performance or observance 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 and
         treating any indebtedness which becomes an obligation of the Company or
         any Subsidiary as a result of such transaction as having been incurred
         by the Company or such Subsidiary at the time of such transaction, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have happened and be
         continuing; and

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


SECTION 802.  Successor Substituted.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or


                                      -45-
<PAGE>


lease is made shall succeed to, and be  substituted  for, and may exercise every
right and power of, the Company under this  Indenture with the same effect as if
such  successor  Person had been named as the Company  herein,  and  thereafter,
except in the case of a lease,  the predecessor  Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent of Holders.

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

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

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

                  (3) to add any additional Events of Default for the benefit of
         the Holders of all or any series of Securities (and if such additional
         Events of Default are to be for the benefit of less than all series of
         Securities, stating that such additional Events of Default are
         expressly being included solely for the benefit of such series); or

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

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


                                      -46-
<PAGE>


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

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

                  (8) to make provision with respect to the conversion rights of
         Holders, including providing for the conversion of the Securities into
         any security or property (other than the Common Stock of the Company);
         or

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


SECTION 902.  Supplemental Indentures With Consent of Holders.

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

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption thereof, or reduce the amount of the
         principal of an Original Issue Discount Security or any other Security
         which would be due and payable upon a declaration of acceleration of
         the Maturity thereof pursuant to Section 502, or adversely affect any
         right of repayment at the option of a Holder of any Security, or reduce
         the amount of, or postpone the date fixed for, the payment of any
         sinking fund or analogous obligation, or change any Place of Payment
         where, or the coin or currency in which, any Security or any premium or
         interest thereon is payable, or impair the right to institute suit for
         the enforcement of any such payment on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Redemption
         Date), or


                                      -47-
<PAGE>


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

                  (3) modify any of the provisions of this Section, Section 513
         or Section 1008, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby; provided, however, that this clause shall not be
         deemed to require the consent of any Holder with respect to changes in
         the references to "the Trustee" and concomitant changes in this Section
         and Section 1008, or the deletion of this proviso, in accordance with
         the requirements of Sections 611 and 901(7), or

                  (4) make any change that adversely affects the right to
         convert any Security of any series pursuant to Section 301 (except as
         permitted by Section 901) or decrease the conversion rate or increase
         the conversion price of any such Security of such series, or

                  (5) make any change in Article Fourteen hereof that adversely
         affects the rights of any Holders of 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.

         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.


                                      -48-
<PAGE>


SECTION 903.  Execution of Supplemental Indentures.

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


SECTION 904.  Effect of Supplemental Indentures.

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


SECTION 905.  Conformity with Trust Indenture Act.

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


SECTION 906.  Reference in Securities to Supplemental Indentures.

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


                                      -49-
<PAGE>


                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.  Payment of Principal, Premium and Interest.

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


SECTION 1002.  Maintenance of Office or Agency.

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

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


SECTION 1003.  Money for Securities Payments to be Held in Trust.

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

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


                                      -50-
<PAGE>


Securities of that series, deposit with a Paying Agent a sum sufficient to pay
such amount, such sum to be held as provided by the Trust Indenture Act, 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) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

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

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


SECTION 1004.  Statement by Officers as to Default.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate complying with Section 314(a)(4) of the Trust Indenture Act, stating
whether or not to the best knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement


                                      -51-
<PAGE>


of notice provided hereunder) and, if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which they may
have knowledge.


SECTION 1005.  Existence.

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


SECTION 1006.  Maintenance of Properties.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.


SECTION 1007.  Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.


SECTION 1008.  Waiver of Certain Covenants.

         Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular


                                      -52-
<PAGE>


instance to comply with any term, provision or condition set forth in any
covenant provided pursuant to Section 301(19), 901(2) or 901(6) for the benefit
of the Holders of such series or in either of Sections 1006 and 1007, if before
the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.  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 301 for such Securities) in
accordance with this Article.


SECTION 1102.  Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities 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 Officers' Certificate
evidencing compliance with such restriction.


SECTION 1103.  Selection by Trustee of Securities to be Redeemed.

         If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not


                                      -53-
<PAGE>


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

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

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

         If Securities of any series selected for partial redemption are
converted in part before termination of the conversion right with respect to the
portion of the Securities of such series so selected, the converted portion of
the Securities of such series shall be deemed (so far as may be) to be the
portion selected for redemption. Securities (or portions thereof) which have
been converted during a selection of Securities of such series to be redeemed
shall be treated by the Trustee as Outstanding for the purpose of such
selection. In any case where more than one Security of such series is registered
in the same name, the Trustee in its discretion may treat the aggregate
principal amount so registered as if it were represented by one Security of such
series.

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


SECTION 1104.  Notice of Redemption.

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


                                      -54-
<PAGE>


         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
         consisting of more than a single Security are to be redeemed, the
         identification (and, in the case of partial redemption of any such
         Securities, the principal amounts) of the particular Securities to be
         redeemed and, if less than all the Outstanding Securities of any series
         consisting of a single Security are to be redeemed, the principal
         amount of the particular Security 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 each such Security is to be
         surrendered for payment of the Redemption Price,

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

                  (7) if applicable, the conversion rate or price, the date on
         which the right to convert the Securities of such series to be redeemed
         will terminate and the place or places where such Securities may be
         surrendered for conversion.

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


SECTION 1105.  Deposit of Redemption Price.

         Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) 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.

         If any Security called for redemption is converted into Common Stock of
the Company, any money deposited with the Trustee or with any Paying Agent or so
segregated and held in trust for the redemption of such Security shall be paid
to the Company upon Company Request or, if then held by the Company, shall be
discharged from such trust.


                                      -55-
<PAGE>


SECTION 1106.  Securities Payable on Redemption Date.

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

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


SECTION 1107.  Securities Redeemed in Part.

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


                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.  Applicability of Article.

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

         The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a "mandatory sinking fund
payment", and any payment in


                                      -56-
<PAGE>


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


SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.

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


SECTION 1203.  Redemption of Securities for Sinking Fund.

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


                                      -57-
<PAGE>


                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.  Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may elect, at its option at any time, to have Section 1302
or Section 1303 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 301 as being defeasible pursuant to
such Section 1302 or 1303, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for
such Securities.


SECTION 1302.  Defeasance and Discharge.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities 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), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 1304 and as more fully
set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (2) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (4) this Article. Subject to compliance with this Article, the
Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have
Section 1303 applied to such Securities.


SECTION 1303.  Covenant Defeasance.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Sections 1006 and 1007,
and any covenants provided pursuant to Section 301(19), 901(2) or 901(6) for the
benefit of the Holders of such Securities and (2) the occurrence of any event
specified in Sections 501(5) (with respect to any of Sections 1006 and 1007, and
any such covenants provided pursuant to Section 301(19), 901(2) or 901(6)) and
501(8) shall be deemed not to be or result in an Event of Default, in each case
with respect to such Securities as


                                      -58-
<PAGE>


provided in this Section on and after the date the conditions set forth in
Section 1304 are satisfied (hereinafter called "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that, with respect to such Securities,
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 specified Section (to
the extent so specified in the case of Section 501(5)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.

SECTION 1304.  Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
1302 or Section 1303 to any Securities or any series of Securities, as the case
may be:

                  (1) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee which satisfies the
         requirements contemplated by Section 609 and agrees to comply with the
         provisions of this Article 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 benefits 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 thereof, in each case
         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 any such other qualifying trustee) to pay
         and discharge, the principal of and any premium and interest on such
         Securities on the respective Stated Maturities, in accordance with the
         terms of this Indenture and such Securities. As used herein, "U.S.
         Government Obligation" means (x) any security which is (i) a direct
         obligation of the United States of America for the payment of which the
         full faith and credit of the United States of America is pledged or
         (ii) an obligation 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 (i) or (ii), is not callable or redeemable at the option of the
         issuer thereof, and (y) any depositary receipt issued by a bank (as
         defined in Section 3(a)(2) of the Securities Act) as custodian with
         respect to any U.S. Government Obligation which is specified in Clause
         (x) above and held by such bank for the account of the holder of such
         depositary receipt, or with respect to any specific payment of
         principal of or interest on any U.S. Government Obligation which is so
         specified and held, provided that (except as required by law) such
         custodian is not authorized to make any deduction from the amount
         payable to the holder of such depositary receipt from any amount
         received by the custodian in respect of the U.S.


                                      -59-
<PAGE>


         Government Obligation or the specific payment of interest evidenced by
         such depositary receipt.

                  (2) In the event of an election to have Section 1302 apply to
         any Securities or any series of Securities, as the case may be, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating that (A) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling or (B) since the
         date of this instrument, there has been a change in the applicable
         Federal income tax law, in either case (A) or (B) to the effect that,
         and based thereon such opinion shall confirm that, the Holders of such
         Securities will not recognize gain or loss for Federal income tax
         purposes as a result of the deposit, Defeasance and discharge to be
         effected with respect to such Securities and will be subject to Federal
         income tax on the same amounts, in the same manner and at the same
         times as would be the case if such deposit, Defeasance and discharge
         were not to occur.

                  (3) In the event of an election to have Section 1303 apply to
         any Securities or any series of Securities, as the case may be, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Holders of such Securities will not recognize gain
         or loss for Federal income tax purposes as a result of the deposit and
         Covenant Defeasance to be effected with respect to such Securities and
         will be subject to Federal income tax on the same amounts, in the same
         manner and at the same times as would be the case if such deposit and
         Covenant Defeasance were not to occur.

                  (4) The Company shall have delivered to the Trustee an
         Officer's Certificate to the effect that neither such Securities nor
         any other Securities of the same series, if then listed on any
         securities exchange, will be delisted as a result of such deposit.

                  (5) No event which is, or after notice or lapse of time or
         both would become, an Event of Default with respect to such Securities
         or any other Securities shall have occurred and be continuing at the
         time of such deposit or, with regard to any such event specified in
         Sections 501(6) and (7), at any time on or prior to the 90th day after
         the date of such deposit (it being understood that this condition shall
         not be deemed satisfied until after such 90th day).

                  (6) Such Defeasance or Covenant Defeasance shall not cause the
         Trustee to have a conflicting interest within the meaning of the Trust
         Indenture Act (assuming all Securities are in default within the
         meaning of such Act).

                  (7) Such Defeasance or Covenant Defeasance shall not result in
         a breach or violation of, or constitute a default under, any other
         agreement or instrument to which the Company is a party or by which it
         is bound.

                  (8) Such Defeasance or Covenant Defeasance shall not result in
         the trust arising from such deposit constituting an investment company
         within the meaning of the


                                      -60-
<PAGE>


         Investment Company Act unless such trust shall be registered under such
         Act or exempt from registration thereunder.

                  (9) The Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that all
         conditions precedent with respect to such Defeasance or Covenant
         Defeasance have been complied with.

                  (10) No default in the payment of the principal of and any
         premium and interest on any Senior Indebtedness beyond any applicable
         grace period shall have occurred and be continuing.

                  (11) No other default with respect to any Senior Indebtedness
         shall have occurred and be continuing and shall have resulted in the
         acceleration of such Senior Indebtedness.


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

         Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
Securities 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 such 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 any premium and interest, but money so held in trust 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 1304 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 Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.


                                      -61-
<PAGE>


SECTION 1306.  Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.


                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES

SECTION 1401.  Securities Subordinate to Senior Indebtedness.

         The Company covenants and agrees, and each Holder, by the Holder's
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the indebtedness represented
by the Security and the payment of the principal of and premium and interest on
each and all of the Securities are hereby expressly made subordinate and junior
in right of payment to the prior payment in full of all Senior Indebtedness of
the Company, whether outstanding at the date of this Indenture or thereafter
incurred. No provision of this Article shall prevent the occurrence of any
default or Event of Default hereunder.


SECTION 1402.  Payment Over of Proceeds Upon Dissolution, Etc.

         Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
of the Company shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company on
account of the principal or of any premium or interest on the Securities; and
upon any such dissolution or winding-up or liquidation or reorganization, any
payment by the Company, or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to which the Holders of the
Securities or the Trustee would be entitled to receive from the Company, except
for the provisions of this Article, shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or


                                      -62-
<PAGE>


by the Holders of the Securities or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior Indebtedness of the
Company (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders, as calculated by the Company) or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent
necessary to pay such Senior Indebtedness in full, in money or money's worth,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Indebtedness, before any payment or distribution is made
to the Holders of the Securities or to the Trustee.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Indebtedness of the Company is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, and their respective interests may appear, as calculated
by the Company, for application to the payment of all Senior Indebtedness of the
Company, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Indebtedness in full in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of such Senior Indebtedness.

         For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include shares of stock 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 which are subordinated
in right of payment to all Senior Indebtedness which may at the time be
outstanding to substantially the same extent as, or to a greater extent than,
the Securities are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the conveyance
or transfer of its properties and assets substantially as an entirety to another
Person upon the terms and conditions set forth in Article Eight shall not be
deemed a dissolution, winding-up, liquidation, reorganization, assignment for
the benefit of creditors or marshaling of assets and liabilities of the Company
for the purposes of this Section if the Person formed by such consolidation or
into which the Company is merged or the Person which acquires by conveyance or
transfer such properties and assets substantially as an entirety, as the case
may be, shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions set forth in Article Eight.


SECTION 1403. Prior Payment to Senior Indebtedness Upon Acceleration of
              Securities.

         In the event that any Securities are declared due and payable before
their Stated Maturity, then and in such event the holders of Senior Indebtedness
shall be entitled to receive payment in


                                      -63-
<PAGE>

full of all amounts due or to become due on or in respect of all Senior
Indebtedness or provision shall be made for such payment in cash, before the
Holders of the Securities are entitled to receive any payment (including any
payment which may be payable by reason of the payment of any other indebtedness
of the Company being subordinated to the payment of the Securities) by the
Company on account of the principal of or any premium or interest on the
Securities or on account of the purchase or other acquisition of Securities;
provided, however, that nothing in this Section shall prevent the satisfaction
of any sinking fund payment in accordance with Article Twelve by delivering and
crediting pursuant to Section 1202 Securities which have been acquired (upon
redemption or otherwise) prior to such declaration of acceleration.

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.


SECTION 1404.  No Payment When Senior Indebtedness in Default.

         In the event and during the continuation of any default by the Company
in the payment of principal, premium, interest or any other payment due on any
Senior Indebtedness of the Company, as the case may be, beyond any applicable
grace period with respect thereto, or in the event that the maturity of any
Senior Indebtedness of the Company, as the case may be, has been accelerated
because of a default, then, in any such case, no payment shall be made by the
Company with respect to the principal (including redemption and sinking fund
payments) of, or premium, if any, or interest on the Securities until such
default is cured or waived or ceases to exist or any such acceleration or demand
for payment has been rescinded.

         In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 1404, such payment shall be paid over or delivered to
the Company.


SECTION 1405.  Payment Permitted in Certain Situations.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (1) the Company, at any time except during
the pendency of any dissolution, winding-up, liquidation or reorganization of
the Company, whether voluntary or involuntary or any bankruptcy, insolvency,
receivership or other proceedings of the Company referred to in Section 1402 or
under the conditions described in Section 1403 or 1404, from making payments at
any time of principal of, or premium, if any, or interest on the Securities, or
(2) the application by the Trustee of any money deposited with it hereunder to
the payment of or on account of the principal of, or premium, if any, or
interest on the Securities or the retention of such payment by


                                      -64-
<PAGE>


the Holders, if, at the time of such application by the Trustee, it did not have
actual knowledge that such payment would have been prohibited by the provisions
of this Article.


SECTION 1406.  Subrogation to Rights of Holders of Senior Indebtedness.

         Subject to the payment in full of all Senior Indebtedness or the
provision for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness, the rights of the Holders of
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Indebtedness pursuant to the provisions of
this Article (equally and ratably with the holders of indebtedness of the
Company which by its express terms is subordinated to indebtedness of the
Company to substantially the same extent as the Securities are subordinated to
the Senior Indebtedness and is entitled to like rights of subrogation) to the
rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness until the principal of and any premium and interest on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of the Senior Indebtedness of any cash, property
or securities to which the Holders of Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to or for the benefit of the holders
of Senior Indebtedness by Holders of Securities or the Trustee, shall, as among
the Company, its creditors other than holders of Senior Indebtedness and the
Holders of Securities, be deemed to be a payment or distribution by the Company
to or on account of the Senior Indebtedness.


SECTION 1407.  Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of Securities on the one
hand and the holders of Senior Indebtedness on the other hand. Nothing contained
in this Article or elsewhere in this Indenture or in the Securities is intended
to or shall (1) impair, as among the Company, its creditors other than holders
of Senior Indebtedness and the Holders of Securities, the obligation of the
Company, which is absolute and unconditional (and which, subject to the rights
under this Article of the holders of Senior Indebtedness, is intended to rank
equally with all other general obligations of the Company), to pay to the
Holders of Securities the principal of and any premium and interest on the
Securities as and when the same shall become due and payable in accordance with
their terms; or (2) affect the relative rights against the Company of the
Holders of Securities and creditors of the Company, as the case may be, other
than the holders of Senior Indebtedness; or (3) prevent the Trustee or the
Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Indebtedness to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.


                                      -65-
<PAGE>


SECTION 1408.  Trustee to Effectuate Subordination.

         Each Holder of a Security by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article.


SECTION 1409.  No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of Securities,
without incurring responsibility to the Holders of Securities and without
impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders of Securities to the holders of Senior
Indebtedness do any one or more of the following: (1) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3)
release any Person liable in any manner for the collection of Senior
Indebtedness; and (4) exercise or refrain from exercising any rights against the
Company and any other Person.


SECTION 1410.  Notice to Trustee.

         The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company which would prohibit the making
of any payment to or by the Trustee in respect of any Securities pursuant to the
provisions of this Article. Notwithstanding the provisions of this Article or
any other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of any Securities pursuant to the
provisions of this Article, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof from the Company or a holder
or holders of Senior Indebtedness or from any trustee therefor; and, prior to
the receipt of any such written notice, the Trustee, subject to the provisions
of Section 602, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall have not received the notice
provided for in this Section at least two Business Days prior to the date upon
which by the terms hereof any money may become


                                      -66-
<PAGE>


payable for any purpose (including, without limitation, the payment of the
principal of or any premium or interest on any Securities), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same to the purposes
for which they were received, and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such date.

         Subject to the provisions of Section 602, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Indebtedness (or a trustee therefor) to
establish that such notice has been given by a holder of Senior Indebtedness (or
a trustee therefor). 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 Article, 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, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.


SECTION 1411.  Reliance on Judicial Order or Certificate of Liquidating Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 603, and the
Holders of Securities shall be entitled to conclusively rely upon any order or
decree entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, as the case may be, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article.


SECTION 1412.  Trustee Not Fiduciary for Holders of Senior Indebtedness.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article, and no implied covenants or
obligations with respect to the holders of such Senior Indebtedness shall be
read into this Indenture against the Trustee. The Trustee shall not be deemed to
owe any fiduciary duty to the holders of Senior Indebtedness and shall not be
liable to any such holders or creditors if it shall in good faith pay over or
distribute to Holders of Securities or to the Company


                                      -67-
<PAGE>


or to any other Person cash, property or securities to which any holders of
Senior Indebtedness shall be entitled by virtue of this Article or otherwise.


SECTION 1413.  Rights of Trustee as Holder of Senior Indebtedness,
         Preservation of Trustee's Rights.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article 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 and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.


SECTION 1414.  Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) 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 in addition to or in place of the Trustee; provided,
however, that this Section shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.


SECTION 1415.  Certain Conversions Deemed Payment.

         For the purposes of this Article only, (1) the issuance and delivery of
junior securities (or cash paid in lieu of fractional shares) upon conversion of
Securities pursuant to the terms set forth in an Officers' Certificate or
established in one or more indentures supplemental hereto in accordance with
Section 301, shall not be deemed to constitute a payment or distribution on
account of the principal of or premium or interest on Securities or on account
of the purchase or other acquisition of Securities, and (2) the payment,
issuance or delivery of cash, property or securities (other than junior
securities and cash paid in lieu of fractional shares) upon conversion of a
Security shall be deemed to constitute payment on account of the principal of
such Security. For the purposes of this Section, the term "junior securities"
means (A) shares of any stock of any class of the Company and (B) securities of
the Company which are subordinated in right of payment to all Senior
Indebtedness which may be outstanding at the time of issuance or delivery of
such securities to substantially the same extent as, or to a greater extent
than, the Securities are so subordinated as provided in this Article.


                                      -68-
<PAGE>


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


         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

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


                                 M/I SCHOTTENSTEIN HOMES, INC.


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



                                 -----------------------------,
                                 as Trustee


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


                                      -69-
<PAGE>


STATE OF OHIO              )
                           )  ss.:
COUNTY OF FRANKLIN         )


         On the ____ day of _________________, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he/she is _______________ of M/I Schottenstein Homes, Inc., one of the
corporations described in and which executed the foregoing instrument; that
he/she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he/she signed his/her name
thereto by like authority.



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


STATE OF ____________      )
                           )  ss.:
COUNTY OF __________       )

         On the ____ day of ______________________, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he/she is a Trust Officer of ____________________, one of the corporations
described in and which executed the foregoing instrument; that he/she knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation; and that he/she signed his/her name thereto by like authority.



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




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