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                                                                    EXHIBIT 4.13


                      INDENTURE / SENIOR DEBT SECURITIES

                            DOWNEY FINANCIAL CORP.,

                                   as Issuer

                                      AND

                           WILMINGTON TRUST COMPANY,

                                  as Trustee

                                  ___________

                                   INDENTURE

                         DATED AS OF NOVEMBER 15, 2000

                                  ___________

                            SENIOR DEBT SECURITIES

                                  ___________
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Cross Reference Sheet of provisions of Trust Indenture Act of 1939 with
Indenture dated as of November 15, 2000 between Downey Financial Corporation and
Wilmington Trust Company, Trustee:

ACT SECTION                                              INDENTURE SECTION

310 (a) (1)...........................................................7.09
310 (a) (2)...........................................................7.09
310 (a) (3)........................................................... N/A
310 (a) (4)........................................................... N/A
310 (a) (5)...........................................................7.08
310 (b).............................................7.08, 7.09, 7.10, 7.11
310 (c)................................................................n/A
311 (a) and (b).................................................7.04, 7.13
311(c).................................................................N/A
312 (a).....................................................5.01, 5.02 (a)
312 (b) and (c).........................................5.02 (b), 5.02 (c)
313 (a)...............................................................5.04
313 (b) (1)...........................................................5.04
313 (b) (2)...........................................................5.04
313 (c)...............................................................5.04
313 (d)...............................................................5.04
314 (a)...............................................................5.03
314 (b)............................................................... N/A
314 (c) (1) and (2)...........................................12.01, 12.05
314 (c) (3)............................................................N/A
314 (d)................................................................N/A
314 (e)..............................................................12.01
314 (f)................................................................N/A
315 (a) (c) and (d).......................................7.01, 7.02, 7.03
315 (b)...............................................................7.14
315 (e)...............................................................6.14
316 (a) (1).....................................................6.12, 6.13
316 (a) (2)........................................................... N/A
316 (a) last sentence.................................................8.04
316 (b)...............................................................6.08
316 (c)...............................................................9.03
317 (a).........................................................6.03, 6.04
317 (b)...............................................................7.05
318 (a)..............................................................15.06

THIS CROSS REFERENCE SHEET IS NOT PART OF THE INDENTURE AS EXECUTED.
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                               TABLE OF CONTENTS
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ARTICLE ONE.   DEFINITIONS............................................................................................   1
     SECTION 1.01.  Definitions.......................................................................................   1
          Additional Amounts..........................................................................................   2
          Authorized Officer..........................................................................................   2
          Board of Directors..........................................................................................   2
          Board Resolution............................................................................................   2
          Book-Entry Note.............................................................................................   2
          Business Day................................................................................................   2
          Capital Stock...............................................................................................   2
          Closing Price...............................................................................................   3
          Common Stock................................................................................................   3
          Company  ...................................................................................................   3
          Company Order...............................................................................................   3
          Conversion Price............................................................................................   3
          Convertible Securities......................................................................................   3
          Corporate Trust Office......................................................................................   3
          CUSIP number................................................................................................   4
          Depository..................................................................................................   4
          Event of Default............................................................................................   4
          Global Note.................................................................................................   4
          Indenture...................................................................................................   4
          Interest Payment Date.......................................................................................   4
          Issue Date..................................................................................................   4
          Maturity Date...............................................................................................   4
          Notes.......................................................................................................   5
          Note Register and Note Registrar............................................................................   5
          Officers' Certificate.......................................................................................   5
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          Opinion of Counsel..........................................................................................   5
          Outstanding.................................................................................................   5
          Paying Agent................................................................................................   6
          Person......................................................................................................   6
          Place of Payment............................................................................................   6
          Principal Subsidiary Bank...................................................................................   6
          Redemption Date.............................................................................................   6
          Regular Record Date.........................................................................................   6
          Responsible Officer.........................................................................................   6
          Rights......................................................................................................   7
          Settlement Date.............................................................................................   7
          Subsidiary Bank.............................................................................................   7
          Survivor's Option...........................................................................................   7
          Tranche.....................................................................................................   7
          United States Alien.........................................................................................   7
          Vice President..............................................................................................   7
     SECTION 1.02.  Notice to Noteholders.............................................................................   7
ARTICLE TWO.   EXECUTION, ISSUE AND EXCHANGE OF NOTES.................................................................   8
     SECTION 2.01.  Amount Unlimited; Issuable in Series; Designation of Series.......................................   8
     SECTION 2.02.  Form of Notes.....................................................................................  10
     SECTION 2.03.  Denominations; Record Date........................................................................  11
     SECTION 2.04.  Execution and Delivery of Notes...................................................................  11
     SECTION 2.06.  Authentication and Delivery of Notes..............................................................  14
     SECTION 2.07.  Exchange and Registration of Transfer of Notes....................................................  14
     SECTION 2.08.  Mutilated, Defaced, Destroyed, Lost or Stolen Notes...............................................  16
     SECTION 2.09.  Cancellation......................................................................................  17
     SECTION 2.10.  Book-Entry Only System............................................................................  17
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ARTICLE THREE.        REDEMPTION OF NOTES; SURVIVOR'S OPTION..........................................................  17
     SECTION 3.01.       Redemption of Notes; Applicability of Section................................................  17
     SECTION 3.02.       Notice of Redemption; Selection of Notes.....................................................  17
     SECTION 3.03.       Payment of Notes Called For Redemption.......................................................  18
     SECTION 3.04.       Redemption Suspended During Event of Default.................................................  19
     SECTION 3.05.       Survivor's Option............................................................................  19
     SECTION 3.06.       Repayment Option.............................................................................  22
ARTICLE FOUR.         PAYMENT AND PAYING AGENTS.......................................................................  22
     SECTION 4.01.       Payment of Principal, Premium and Interest...................................................  22
     SECTION 4.02.       Paying Agents................................................................................  24
     SECTION 4.03.       Provisions As To Paying Agents...............................................................  25
     SECTION 4.04.       Offices for Notices, Etc.....................................................................  26
     SECTION 4.05.       Determination of Additional Amounts..........................................................  26
     SECTION 4.06.       Limitation on Sale or Issuance of Capital Stock of a Principal Subsidiary Bank...............  27
ARTICLE FIVE.         NOTEHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE.....................................  29
     SECTION 5.01.       Noteholder Lists.............................................................................  29
     SECTION 5.02.       Preservation and Disclosure of Lists.........................................................  29
     SECTION 5.03.       Reports by the Company.......................................................................  30
     SECTION 5.04.       Reports By The Trustee.......................................................................  31
ARTICLE SIX.          REMEDIES........................................................................................  32
     SECTION 6.01.       Events of Default; Acceleration of Maturity..................................................  32
     SECTION 6.02.       Rescission and Annulment.....................................................................  33
     SECTION 6.03.       Collection of Indebtedness and Suits for Enforcement by Trustee..............................  34
     SECTION 6.04.       Trustee May File Proofs of Claim.............................................................  34
     SECTION 6.05.       Trustee May Enforce Claims Without Possession of Notes.......................................  35
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     SECTION 6.06.       Application of Money Collected...............................................................  35
     SECTION 6.07.       Limitation on Suits..........................................................................  36
     SECTION 6.08.       Unconditional Right of Noteholders to Receive Principal, Premium and Interest................  36
     SECTION 6.09.       Restoration of Rights and Remedies...........................................................  37
     SECTION 6.10.       Rights and Remedies Cumulative...............................................................  37
     SECTION 6.11.       Delay or Omission Not Waiver.................................................................  37
     SECTION 6.12.       Control by Noteholders.......................................................................  37
     SECTION 6.13.       Waiver of Past Defaults......................................................................  38
     SECTION 6.14.       Undertaking for Costs........................................................................  38
     SECTION 6.15.       Waiver of Stay or Extension Laws.............................................................  38
ARTICLE SEVEN.        CONCERNING THE TRUSTEE..........................................................................  39
     SECTION 7.01.       Duties And Responsibilities of Trustee.......................................................  39
     SECTION 7.02.       Reliance on Documents, Opinions, Etc.........................................................  40
     SECTION 7.03.       No Responsibility for Recitals, Etc..........................................................  41
     SECTION 7.04.       Ownership of Notes...........................................................................  41
     SECTION 7.05.       Moneys To Be Held in Trust...................................................................  41
     SECTION 7.06.       Compensation and Expenses of Trustee.........................................................  41
     SECTION 7.07.       Officers' Certificate as Evidence............................................................  42
     SECTION 7.08.       Conflicting Interest of Trustee..............................................................  42
     SECTION 7.09.       Eligibility of Trustee.......................................................................  42
     SECTION 7.10.       Resignation or Removal of Trustee............................................................  42
     SECTION 7.11.       Acceptance by Successor Trustee..............................................................  44
     SECTION 7.12.       Successor By Merger, Etc.....................................................................  45
     SECTION 7.13.       Limitations on Rights of Trustee as Creditor.................................................  45
     SECTION 7.14.       Notice of Default............................................................................  49
ARTICLE EIGHT.        CONCERNING THE NOTEHOLDERS......................................................................  49
     SECTION 8.01.       Action by Noteholders........................................................................  49
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     SECTION 8.02.       Proof of Execution By Noteholders............................................................  50
     SECTION 8.03.       Who Are Deemed Absolute Owners...............................................................  50
     SECTION 8.04.       Company-Owned Notes Disregarded..............................................................  50
     SECTION 8.05.       Revocation of Consents; Future Noteholders Bound.............................................  51
     SECTION 8.06.       Record Date..................................................................................  51
ARTICLE NINE.         NOTEHOLDERS' MEETINGS...........................................................................  51
     SECTION 9.01.       Purposes of Meetings.........................................................................  51
     SECTION 9.02.       Call of Meetings By Trustee..................................................................  52
     SECTION 9.03.       Call of Meetings by Company or Noteholder....................................................  52
     SECTION 9.04.       Qualification For Voting.....................................................................  52
     SECTION 9.05.       Regulations..................................................................................  52
     SECTION 9.06.       Voting.......................................................................................  53
ARTICLE TEN.          SUPPLEMENTAL INDENTURES.........................................................................  53
     SECTION 10.01.      Supplemental Indentures Without Consent of Noteholders.......................................  53
     SECTION 10.02.      Supplemental Indentures With Consent of Noteholders..........................................  55
     SECTION 10.03.      Compliance With Trust Indenture Act; Effect of Supplemental Indentures.......................  56
     SECTION 10.04.      Notation on Notes............................................................................  56
ARTICLE ELEVEN.       CONSOLIDATION, MERGER, SALE OR CONVEYANCE.......................................................  57
     SECTION 11.01.      Company May Consolidate, Etc., on Certain Terms..............................................  57
     SECTION 11.02.      Successor Corporation to be Substituted for Company..........................................  57
     SECTION 11.03.      Opinion of Counsel to be Given Trustee.......................................................  57
ARTICLE TWELVE.       SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.......................................  57
     SECTION 12.01.      Discharge of Indenture.......................................................................  57
     SECTION 12.02.      Deposited Moneys To Be Held In Trust By Trustee..............................................  58
     SECTION 12.03.      Paying Agent to Repay Moneys Held............................................................  58
     SECTION 12.04.      Return of Unclaimed Moneys...................................................................  58
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     SECTION 12.05.      Satisfaction, Discharge and Defeasance of Notes of Any Series................................  59
ARTICLE THIRTEEN.     IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.................................  60
     SECTION 13.01.      Indenture and Notes Solely Corporate Obligations.............................................  60
ARTICLE FOURTEEN.     CONVERSION OF CONVERTIBLE SECURITIES............................................................  60
     SECTION 14.01.      Applicability of Article.....................................................................  60
     SECTION 14.02.      Right to Convert.............................................................................  61
     SECTION 14.03.      Exercise of Conversion Privilege; Delivery of Common Stock on Conversion; No Adjustment for
                             Interest or Dividends....................................................................  61
     SECTION 14.04.      Cash Payments in Lieu of Fractional Shares...................................................  62
     SECTION 14.05.      Conversion Price.............................................................................  62
     SECTION 14.06.      Adjustment to Conversion Price...............................................................  62
     SECTION 14.07.      Effect of Reclassification, Consolidation, Merger or Sale....................................  66
     SECTION 14.08.      Taxes on Shares Issued.......................................................................  67
     SECTION 14.09.      Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock..  67
     SECTION 14.10.      Responsibility of Trustee....................................................................  67
     SECTION 14.11.      Notice to Holders Prior to Certain Actions...................................................  68
     SECTION 14.12.      Covenant to Reserve Shares...................................................................  69
ARTICLE FIFTEEN.      MISCELLANEOUS PROVISIONS........................................................................  69
     SECTION 15.02.      Provisions Binding on Company's Successors...................................................  69
     SECTION 15.03.      Addresses for Notices, Etc...................................................................  69
     SECTION 15.04.      Evidence of Compliance With Conditions Precedent.............................................  69
     SECTION 15.05.      Legal Holidays...............................................................................  70
     SECTION 15.06.      Trust Indenture Act to Control...............................................................  70
     SECTION 15.07.      Execution in Counterparts....................................................................  70
     SECTION 15.08.      New York Contract............................................................................  70
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     SECTION 15.09.      Severability of Provisions...................................................................  70
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<PAGE>

          THIS INDENTURE dated as of November 15, 2000, between DOWNEY FINANCIAL
CORP., a corporation duly organized and existing under the laws of the state of
Delaware (the "Company"), and WILMINGTON TRUST COMPANY, a Delaware-chartered
bank and trust company, as trustee hereunder (the "Trustee," which term shall
include any successor trustee appointed pursuant to Article Seven).

                                  WITNESSETH:

          WHEREAS, the Company deems it necessary to issue from time to time for
its lawful purposes its senior unsecured debt securities, including notes and
other evidence of indebtedness (the "Notes"), and has duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Notes in one or more series in an unlimited principal amount, to bear such rates
of interest, to mature at such time or times and to have such other provisions
as shall be fixed as hereinafter provided; and

          WHEREAS, the Company has duly authorized the execution of this
Indenture and the issuance and sale of its Notes; and

          WHEREAS, all acts and things necessary to constitute this Indenture a
valid agreement of the Company according to its terms, have been done and
performed;

          NOW, THEREFORE:

          In order to declare the terms and conditions upon which the Notes are
authenticated, issued and received, and in consideration of the premises, of the
purchase and acceptance of the Notes by the holders thereof, the Company
covenants and agrees with the Trustee, for the equal and proportionate benefit
of the respective holders from time to time of the Notes, as follows:

                                 ARTICLE ONE.
                                 DEFINITIONS.

     SECTION 1.01.  Definitions. The terms defined in this Section 1.01 (except
as herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture which are defined in the Trust Indenture Act of 1939, as
amended, (the "Trust Indenture Act") or which are by reference therein defined
in the Securities Act of 1933, as amended, the ("Securities Act") shall have the
meanings (except as herein otherwise expressly provided or unless the context
otherwise clearly requires) assigned to such terms in the Trust Indenture Act
and in the Securities Act as in force at the date of this Indenture as
originally executed. All accounting terms used herein and not expressly defined
shall have the meaning assigned to such terms in accordance with generally
accepted accounting principles, and the term "generally accepted accounting
principles" means such accounting principles as are generally accepted at the
time of any computation. 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.

                                       1
<PAGE>

Additional Amounts:

          The term "Additional Amounts" shall mean any additional amounts to be
paid by the Company in respect of Notes of a series, as may be specified
pursuant to Section 4.05 and in such Notes and under the circumstances specified
therein, in respect of certain specified taxes, assessments or other
governmental charges imposed on certain holders who are United States Aliens,
which may be owing to such holders as set forth in Section 4.05.

Authorized Officer:

          The term "Authorized Officer" shall mean the Chairman of the Board,
Chief Executive Officer, President, Chief Financial Officer, any Vice President,
General Counsel, Deputy or Associate General Counsel or Treasurer of the
Company.

Board of Directors:

          The term "Board of Directors" or "Board" shall mean the Board of
Directors of the Company or any duly authorized committee of such Board.

Board Resolution:

          The term "Board Resolution" shall mean a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors or by a committee acting under the authority of, or
appointment by, the Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

Book-Entry Note:

          The term "Book-Entry Note" shall have the meaning given such term in
Section 2.03.

Business Day:

          The term "Business Day" shall mean, with respect to any Note, unless
such Note shall say otherwise, any day other than a Saturday or Sunday that
meets the following applicable requirement: such day is not a day on which
banking institutions are authorized or required by law, regulation or executive
order to be closed in the city (or in any one of the cities, if more than one)
in which amounts are payable, as specified in the form of such Note.

Capital Stock:

          The term "Capital Stock" shall mean, as to shares of a particular
corporation, outstanding shares of stock of any class, whether now or hereafter
authorized, irrespective of whether such class shall be limited to a fixed sum
or percentage in respect of the rights of the holders thereof to participate in
dividends and in the distribution of assets upon the voluntary liquidation,
dissolution or winding up of such corporation.

                                       2
<PAGE>

Closing Price:

          The term "Closing Price" has the meaning specified in Section
14.06(d).

Common Stock:

          The term "Common Stock" shall mean when used with reference to the
Capital Stock of the Company, the class of stock which, at the date of execution
of this Indenture is designated as Common Stock of the Company and stock of any
class or classes into which such Common Stock or any such other class may
thereafter be changed or reclassified. In case by reason of the operation of
Article Fourteen, the Convertible Securities shall be convertible into any other
shares or other securities or property of the Company or any other corporation,
any reference in this Indenture to the conversion of the Convertible Securities
pursuant to Article Fourteen shall be deemed to refer to and include conversion
of the Convertible Securities into such other shares or other securities or
property.

Company:

          The term "Company" shall mean Downey Financial Corp. until a successor
corporation shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Company" shall mean such successor corporation.

Company Order:

          The term "Company Order" shall mean a written request, order or
consent signed in the name of the Company by any Authorized Officer and
delivered to the Trustee.

Conversion Price:

          The term "Conversion Price" shall have the meaning specified in
Section 14.05.

Convertible Securities:

          The term "Convertible Securities" shall mean any series of Notes that
are designated as such pursuant to Section 2.01.

Corporate Trust Office:

          The term "Corporate Trust Office" shall mean the principal corporate
trust office of the Trustee at which, at any particular time, its corporate
trust business shall be administered, which office at the date of original
execution of this Indenture is located at Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890.

CUSIP number:

          The term "CUSIP number" shall mean the identification numbers obtained
by the Company from the CUSIP Service Bureau of Standard & Poor's Corporation
for assignment to the Notes.

                                       3
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Depository:

          The term "Depository" shall mean, with respect to the Notes of any
series issuable or issued in whole or in part in the form of one or more Global
Notes, the entity designated as Depository by the Company pursuant to Section
2.01 until a successor Depository shall have become such, and thereafter
"Depository" shall mean or include each entity who is then a Depository
hereunder.

Event of Default:

          The term "Event of Default" shall mean any event specified as such in
Section 6.01.

Global Note:

          The term "Global Note" shall mean those Notes executed by the Company,
authenticated and delivered to the Depository, or a custodian at the
Depository's instruction, to be held and administered by or on behalf of, the
Depository for the benefit of purchasers of Notes. The Global Notes shall be
registered in the name of the Depository or its nominee.

Indenture:

          The term "Indenture" shall mean this instrument as originally executed
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.

Interest Payment Date:

          The term "Interest Payment Date," when used with respect to any Note,
shall mean the stated maturity of an installment of interest on such Note.

Issue Date:

          The term "Issue Date" shall mean, with respect to Notes of any Tranche
the date such Notes are authenticated pursuant to Section 2.06.

Maturity Date:

          The term "Maturity Date," when used with respect to any Note, shall
mean the stated maturity of such Note.

Notes:

          The term "Note" or "Notes" shall mean any debt securities of the
Company which may be issued, authenticated and delivered under this Indenture.

                                       4
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Note Register and Note Registrar:

          The terms "Note Register" and "Note Registrar" shall have the meanings
set forth in Section 2.07.

Officers' Certificate:

          The term "Officers' Certificate" shall mean a certificate signed by
any Authorized Officer and delivered to the Trustee.

Opinion of Counsel:

          The term "Opinion of Counsel" shall mean an opinion in writing
signed by legal counsel, who may be an employee of or counsel to the Company.

Outstanding:

          The term "Outstanding," when used with reference to Notes, shall,
subject to the provisions of Section 7.08 and Section 8.04, mean, as of any
particular time, all Notes authenticated and delivered by the Trustee under this
Indenture, except

               (a)  Notes theretofore cancelled by the Trustee or delivered to
          the Trustee for cancellation;

               (b)  Notes, or portions thereof, for the payment or redemption of
          which moneys in the necessary amount shall have been deposited in
          trust with the Trustee or with any Paying Agent (other than the
          Company) or shall have been set aside and segregated in trust by the
          Company (if the Company shall act as its own Paying Agent), provided,
          that if such Notes are to be redeemed prior to the maturity thereof,
          notice of such redemption shall have been given as in Article Three
          provided, or provision satisfactory to the Trustee shall have been
          made for giving such notice;

               (c)  Notes that have been defeased pursuant to Section 12.05
          hereof; and

               (d)  Notes paid or in lieu of and in substitution for which other
          Notes shall have been authenticated and delivered pursuant to the
          terms of Article Two, unless proof satisfactory to the Trustee is
          presented that any such Notes are held by bona fide holders in due
          course.

Paying Agent:

          The term "Paying Agent" shall mean, initially, Wilmington Trust for
the Notes as set forth in Section 4.02, and subsequently, any other paying agent
appointed by the Company from time to time in respect of the Notes.

                                       5
<PAGE>

Person:

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

Place of Payment:

          The term "Place of Payment," when used with respect to Notes of any
series, shall mean the place or places where the principal of (and premium, if
any) and interest, if any, on the Notes are payable.

Principal Subsidiary Bank:

          The term "Principal Subsidiary Bank" shall mean any Subsidiary Bank
the total assets of which as set forth in the most recent statement of condition
of such Subsidiary Bank equal more than 10% of the total consolidated assets of
the Company and its subsidiaries as determined from the most recent consolidated
balance sheet of the Company and its subsidiaries.

Redemption Date:

          The term "Redemption Date" shall have the meaning given such term in
Section 3.02.

Regular Record Date:

          The term "Regular Record Date" for the interest payable on any
Interest Payment Date on the Notes of any series shall mean the date specified
for that purpose as contemplated by Sections 2.01, 2.03 and 4.01.

Responsible Officer:

          The term "Responsible Officer" when used with respect to the Trustee
shall mean any officer within the Corporate Trust Office with direct
responsibility for the administration of this Indenture, including any Vice
President, Managing Director, Assistant Vice President, Secretary, Assistant
Secretary or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also,
with respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge and familiarity with the particular
subject.

Rights:

          The term "Rights" shall have the meaning specified in Section
14.06(c).

Settlement Date:

          The term "Settlement Date" shall mean the date of delivery of a Note
against receipt of immediately available funds by the Company in payment for
such Note.

                                       6
<PAGE>

Subsidiary Bank:

          The term "Subsidiary Bank" shall mean any subsidiary of the Company
which is a savings association, bank or trust company organized and doing
business under any State or Federal law.

Survivor's Option:

          The term "Survivor's Option" shall mean, where applicable, the right
of the personal representative of a beneficial owner of a Note to require the
Company to repay that Note prior to its Maturity Date upon the death of the
beneficial owner of the Note.

Tranche:

          The term "Tranche" shall have the meaning given such term in Section
2.06.

United States Alien:

          The term "United States Alien" shall mean any person who, for United
States Federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a foreign estate or trust,
or a foreign partnership to the extent that one or more of its members is, for
United States Federal income tax purposes, a foreign corporation, a non-resident
alien individual or a non-resident alien fiduciary of a foreign estate or trust.

Vice President:

          The term "Vice President" when used with respect to the Company or the
Trustee shall mean any vice president, whether or not designated by a number or
word or words added before or after the title "Vice President," including any
Executive or Senior Vice President.

     SECTION 1.02.  Notice to Noteholders. Except as otherwise expressly
provided herein, where this Indenture provides for notice to holders of Notes of
any event, such notice shall be sufficiently given if in writing and mailed,
first class, postage prepaid, to each holder at such holder's address as it
appears in the Note Register, not later than the latest date, and not earlier
than the earliest date prescribed for such notice.

          Neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular holder of a Note shall affect the sufficiency of
such notice with respect to other holders of Notes.

          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.

          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 of Notes

                                       7
<PAGE>

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.

                                 ARTICLE TWO.
                    EXECUTION, ISSUE AND EXCHANGE OF NOTES

     SECTION 2.01.  Amount Unlimited; Issuable in Series; Designation of Series.
Upon the execution of this Indenture, or from time to time thereafter, Notes up
to the aggregate principal amount and containing terms and conditions from time
to time authorized by or pursuant to a Board Resolution, or in an indenture
supplemental hereto (a "Supplemental Indenture"), may be executed and delivered
by the Company. Notes will be delivered to the Trustee for authentication, after
execution by the Company, and the Trustee shall thereupon authenticate and
deliver said Notes to or upon a Company Order without any further action by the
Company. The Trustee shall have the right to decline to authorize and deliver
any Notes under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith by a committee of Responsible Officers determines that such action would
expose the Trustee to personal liability to existing holders of Notes.

          The Notes may be issued in one or more series. The aggregate principal
amount of Notes of all series which may be authenticated and delivered and
outstanding under this Indenture is not limited. The Notes of a particular
series may be issued up to the aggregate principal amount of Notes for such
series from time to time authorized by or pursuant to a Board Resolution or
Supplemental Indenture. Any limitations on the amount of Notes of a series may
be periodically increased by Board Resolution or Supplemental Indenture.

          There shall be established in or pursuant to a Board Resolution or
Supplemental Indenture, and set forth in an Officers' Certificate, prior to the
initial issuance of Notes of any series:

          (1)  the designation of the Note of the series (which shall
distinguish the Notes of the series from all other series of Notes);

          (2)  the aggregate principal amount of the Notes of the series which
may be then authenticated and delivered under this Indenture (except for Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Notes of the series pursuant to Section 2.07, 2.08,
3.01 or 10.04), which amount may be "reopened" and increased;

          (3)  the date or dates on which the principal of the Notes of the
series is payable;

          (4)  the rates at which Notes of the series shall bear interest, if
any, or the method by which such rates may be determined, the date from which
such interest shall accrue, the Interest Payment Dates and the Regular Record
Date;

                                       8
<PAGE>

          (5)  the place or places (in addition to such place or places
specified in this Indenture) where the principal of (and premium, if any) and
interest, if any, on Notes of the series shall be payable;

          (6)  the right, if any, of the Company to redeem Notes, in whole or in
part, at its option and the period or periods within which, the price or prices
at which, and the terms and conditions upon which, Notes of the series may be
redeemed pursuant to any sinking fund or otherwise;

          (7)  the obligation, if any, of the Company to redeem, purchase or
repay Notes of the series pursuant to any mandatory redemption sinking fund or
analogous provisions or at the option of a holder thereof (including the
Survivor's Option) and the period or periods within which, the price or prices
at which, and the terms and conditions upon which, Notes of the series shall be
redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

          (8)  the denominations in which Notes of the series shall be issuable,
if other than $1,000 and integral multiples of $1,000;

          (9)  any portion of the principal amount of Notes of the series which
shall be payable upon declaration of acceleration of the maturity thereof or
which the Trustee shall be entitled to claim pursuant to Section 6.01;

          (10) whether any Notes of the series shall be issued in any form other
than book-entry only and the details of such issuance and the provisions
relating to the transfer of such Notes;

          (11) if any Notes of such series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Note of such
series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions;

          (12) the provisions, if any, for the defeasance of any Notes of the
series;

          (13) the currency, currencies or currency units in which payment of
the principal of (and premium, if any) and any interest on any Notes of the
series shall be payable if other than the currency of the United States of
America;

          (14) if the Company has agreed to pay Additional Amounts, the
circumstances under which those Additional Amounts will be paid and whether the
Company has the option to redeem such Notes rather than pay such Additional
Amounts;

          (15) any trustees, depositories, authenticating or paying agents,
registrars or any other agents with respect to the Notes of such series;

          (16) whether the Notes of any Series are Convertible Securities and
the terms related thereto including the Conversion Price and the date on which
the right to convert expires; and

                                       9
<PAGE>

          (17) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture).

          All Notes of any one series shall be substantially identical except
(i) as to denomination, interest rate, maturity and other similar terms, and
(ii) as may otherwise be provided in or pursuant to such Board Resolution or
Supplemental Indenture and set forth in an Officers' Certificate.

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

     SECTION 2.02.  Form of Notes. The Notes of each series shall be
substantially in the forms approved from time to time by or pursuant to a Board
Resolution, Supplemental Indenture or an Officers' Certificate. Such forms may
have 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 or designation and such legends or
endorsements printed, lithographed or engraved thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Indenture,
or as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which
the Notes may be listed, or to conform to usage.

          Notes of any one series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, Supplemental Indenture or
Officers' Certificate, and the authorized principal amount of any series may be
increased to provide for issuances of additional Notes of such series. If so
provided by or pursuant to the Board Resolution, Supplemental Indenture or
Officers' Certificate, the terms of such Notes to be issued from time to time
may be determined as set forth in such Board Resolution, Supplemental Indenture
or Officers' Certificate, as the case may be. All Notes of any one series shall
be substantially identical except as to denomination, interest rate, maturity
and other similar terms and except as may otherwise be provided by or pursuant
to the related Board Resolution, Supplemental Indenture or Officers'
Certificate.

          The Notes may be typed, printed, lithographed or engraved on steel
engraved borders or produced or reproduced in any other manner (including copies
of manually signed originals), all as determined by the officers of the Company
executing such Notes as evidenced by their execution of such Notes by manual or
facsimile signature.

     SECTION 2.03.  Denominations; Record Date. Unless otherwise determined by
or pursuant to a Board Resolution or Supplemental Indenture, the Notes of each
series shall be issuable in book-entry-only form ("Book-Entry Notes") without
coupons in denominations of $1,000 or more (and any amount in excess thereof
that is an integral multiple of $1,000).

                                      10
<PAGE>

          The person in whose name any Note is registered at the close of
business on the Regular Record Date with respect to an Interest Payment Date
shall be entitled to receive the interest payable on such Interest Payment Date
notwithstanding the cancellation of such Note upon any transfer or exchange
thereof subsequent to such Regular Record Date and prior to such Interest
Payment Date; provided, however, that if and to the extent the Company shall
default in the payment of the interest due on such Interest Payment Date, such
defaulted interest shall be paid to the persons in whose names outstanding Notes
are registered on a subsequent record date established by notice given by mail
by or on behalf of the Company to the holders of Notes of the series in default
not less than 15 days preceding such subsequent record date, such record date to
be not less than five days preceding the date of payment of such defaulted
interest.

     SECTION 2.04.  Execution and Delivery of Notes. The Notes shall be signed
on behalf of the Company by its Chairman of the Board, President, Chief
Executive Officer or any Vice President. Such signatures may be the manual or
facsimile signatures of the present or any future such officers.

          Only such Notes as shall bear thereon a certificate of authentication
substantially in the form described in Section 2.05, executed by the Trustee by
manual signature of one of its responsible officers if a Global Note, shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. Such certificate upon any Note shall be conclusive evidence that the
Note so authenticated has been duly authenticated and delivered hereunder and
that the holder is entitled to the benefits of this Indenture.

          In case any officer of the Company who shall have signed any of the
Notes shall cease to be such officer before the Note so signed shall be
authenticated and delivered by the Trustee or the Company or disposed of by the
Company, such Note nevertheless may be authenticated and delivered or disposed
of as though the person who signed such Note had not ceased to be such officer
of the Company; and any Note may be signed on behalf of the Company by such
persons as, at the actual date of the execution of such Note, shall be the
proper officers of the Company, although at the date of the execution of this
Indenture any such person was not such officer.

          Within five days after the execution and delivery of this Indenture,
the Company shall deliver to the Trustee an Officers' Certificate as to the
incumbency and specimen signatures of officers authorized to execute Notes and
to give Company Orders under this Indenture and, as long as Notes are
outstanding under this Indenture, shall deliver a similar Officers' Certificate
each year on the anniversary of the date of the first such Officers'
Certificate. The Trustee may conclusively rely on such certificate and the
documents delivered with authorized signatures (unless revoked by superseding
comparable documents) as to the authorization of the Board of Directors of any
Notes delivered hereunder, and the form, terms and conditions thereof, and as to
the authority of the instructing officers referred to in this Section so to act.

     SECTION 2.05.  Appointment of Authenticating Agent; Form of Certificate of
Authentication. The certificate of authentication as to Notes shall be in the
following form:

                                      11
<PAGE>

                    [FORM OF CERTIFICATE OF AUTHENTICATION]

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

                                        Wilmington Trust Company, as Trustee

                                        By:

                                        ___________________________________
                                        Authorized Signatory

          The Trustee may appoint an authenticating agent or agents (which may
be an affiliate or affiliates of the Company) with respect to one or more series
of Notes which shall be authorized to act on behalf of the Trustee to
authenticate Notes of such series issued upon original issue or upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
2.08, and Notes 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 Notes 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 or of any State or Territory thereof or of the District of
Columbia, which (a) is authorized under such laws to exercise corporate trust
powers or to otherwise act as authenticating agent, (b) is subject to
supervision or examination by Federal, State, Territorial or District of
Columbia authority, and (c) shall have at all times a combined capital and
surplus of not less than $5,000,000. 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 such 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 such 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

                                      12
<PAGE>

any time such authenticating agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee may appoint a successor
authenticating agent which shall be acceptable to the Company and shall promptly
give notice of such appointment to all holders of Notes in the manner and to the
extent provided in Section 1.02. 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 7.06.

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

              [ALTERNATIVE FORM OF CERTIFICATE OF AUTHENTICATION]

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

                                        WILMINGTON TRUST COMPANY, as Trustee

                                        By:


                                        _______________________________
                                        as Authenticating Agent

                                        By:


                                        _______________________________
                                        Authorized Signatory

          If all of the Notes of a series are not originally issued at one time,
and the Trustee does not have an office capable of authenticating Notes upon
original issuance located in a Place of Payment where the Company wishes to have
Notes of such series authenticated upon original issuance, the Trustee, if so
requested by the Company in writing, shall appoint in accordance with this
Section an authenticating agent (which, if so requested by the Company, shall be
such affiliate of the Company) having an office in a Place of Payment designated
by the Company with respect to such series of Notes, provided that the terms and
conditions of such appointment are acceptable to the Trustee.

     SECTION 2.06.  Authentication and Delivery of Notes. At any time and from
time to time after the execution and delivery of this Indenture, the Company may
deliver Notes executed by the Company to the Trustee for authentication by the
Trustee together with a Company Order for the authentication and delivery of
such Notes, and the Trustee shall authenticate and deliver such Notes in
accordance with such Company Order. A Company Order may specify that

                                      13
<PAGE>

instructions to the Trustee as to the authentication and delivery of Notes may
be given on behalf of the Company by any person designated in such Company
Order, and the Trustee may conclusively rely on any such instructions as if
given by the Company until such Company Order is expressly revoked by a
subsequent Company Order.

          Notes of the same series which have the same terms, including the same
Settlement Date, Maturity Date, Interest Rate, Interest Payment Dates and
Redemption Date, if any (all such Notes being collectively referred to herein as
a "Tranche"), may be represented by a single global note, without interest
coupons.

     SECTION 2.07.  Exchange and Registration of Transfer of Notes.

               (a)  The Company shall keep, at an office or agency to be
          designated and maintained by the Company in accordance with Section
          4.04 (as such, a "Note Registrar"), registry books (the "Note
          Register") in which, subject to such reasonable regulations as it may
          prescribe, the Company shall register Notes and shall register the
          transfer of Notes of each such series as provided in this Article Two.
          Such Note Register shall be in written form or in any other form
          capable of being converted into written form within a reasonable time.
          At all reasonable times such Note Register shall be open for
          inspection by the Trustee. Upon due presentment for registration of
          transfer of any Notes of a particular series at such office or agency
          maintained pursuant to Section 4.04 for such purpose in a Place of
          Payment, the Company shall execute and register and the Trustee shall
          authenticate and make available for delivery in the name of the
          transferee or transferees a new Note or Notes of such series of any
          authorized denominations and for an equal aggregate principal amount
          and tenor.

               (b)  Notwithstanding any other provisions of this Section, unless
          and until it is exchanged in whole or in part for individual
          certificated Notes represented thereby, in definitive form, a Global
          Note may not be transferred except as a whole by the Depository for
          such series to a nominee of such Depository or by a nominee of such
          Depository to such Depository or another nominee of such Depository or
          by such Depository or any such nominee to a successor Depository for
          such series or a nominee of such successor Depository.

               If at any time the Depository for Notes of a series notifies the
          Company that it is unwilling or unable to continue as Depository for
          the Book-Entry Notes of such series or if at any time the Depository
          for the Book-Entry Notes of such series shall no longer be eligible
          under Section 2.06, the Company shall appoint a successor Depository
          with respect to the Notes of such series. If a successor Depository
          for the Notes is not appointed by the Company within 90 days after the
          Company receives such notice or becomes aware of such ineligibility,
          the Company will execute, authenticate and deliver, Notes of such
          series in definitive form in an aggregate principal amount and like
          terms and tenor equal to the principal amount of the Book-Entry Note
          or Notes in global form representing such series in exchange for such
          Book-Entry Note or Notes in global form.

                                      14
<PAGE>

               The Company may at any time and in its sole discretion determine
          that individual Book-Entry Notes of any series shall no longer be
          represented by a Global Note. In such event the Company will execute,
          authenticate and deliver individual certificated Notes of such series
          in definitive form in authorized denominations and in an aggregate
          principal amount equal to the principal amount of the Global Note
          representing such series in exchange for such Global Note.

               If directed by the Company with respect to a series of Book-Entry
          Notes, the Depository for such series of Notes may surrender the
          Global Note for such series of Notes in exchange in whole or in part
          for individual Notes of such series in definitive form and of like
          terms and tenor on such terms as are acceptable to the Company, the
          Trustee and such Depository. Thereupon, the Company shall execute,
          authenticate and deliver, without service charge:

                    (1)  to the Depository or to each person specified by such
               Depository a new individual Note or Notes of the same series and
               of the same tenor, of authorized denominations, in aggregate
               principal amount equal to and in exchange for such person's
               beneficial interest in the Global Note; and

                    (2)  to such Depository a new Global Note in a denomination
               equal to the difference, if any, between the principal amount of
               the surrendered Global Note and the aggregate principal amount of
               the individual Notes delivered to holders thereof.

               Upon the exchange of a Global Note for Notes in definitive form,
          such Global Note shall be cancelled by the Trustee. Certificated Notes
          issued in exchange for a Global Note pursuant to this Section shall be
          registered in such names and in such authorized denominations as the
          Depository for such Global Note, pursuant to instructions from its
          direct or indirect participants or otherwise, shall instruct the
          Trustee in writing. The Company shall deliver such certificated Notes
          to the persons in whose names such Notes are so registered or to the
          Depository.

               Whenever any certificated Notes are surrendered for exchange, the
          Company shall execute, authenticate and deliver the Notes which the
          holder making the exchange is entitled to receive. All Notes issued
          upon any registration of transfer or exchange of Notes shall be the
          valid obligations of the Company, evidencing the same debt, and
          entitled to the same benefits under this Indenture, as the Notes
          surrendered upon such registration of transfer or exchange.

               The Company shall not be required (i) to issue, register the
          transfer of or exchange any Notes of any series during a period
          beginning at the opening of business 15 days before the day of the
          selection for redemption of Notes of that series under Section 3.02
          and ending at the close of business on the day of such selection or
          (ii) to register the transfer of or exchange any Note selected for

                                      15
<PAGE>

          redemption in whole or in part, except in the case of any Note to be
          redeemed in part, the portion thereof not to be redeemed.

               The ownership interest of a beneficial owner in a Book-Entry Note
          will be recorded through the records of such participants in the
          Depository or through the separate records of such participants and
          the records of indirect participants in the Depository. Transfers of a
          Book-Entry Note will be accomplished by book entries made by the
          Depository and, in turn, by participants (and in certain cases, one or
          more indirect participants in the Depository) acting on behalf of
          beneficial transferors and transferees of such Book-Entry Note. No
          service charge shall be made for any exchange of Notes, but the
          Company may require payment of a sum sufficient to cover any tax or
          other governmental charge that may be imposed in connection therewith.

     SECTION 2.08.  Mutilated, Defaced, Destroyed, Lost or Stolen Notes. In case
any Note shall at any time become mutilated, defaced, destroyed, lost or stolen,
and such Note or satisfactory evidence of the destruction, loss, or theft
thereof (together with the security and indemnity hereinafter referred to and
such other documents or proof required by the Company), shall be delivered to
the Company, then the Company shall execute and the Trustee shall authenticate
and deliver, in lieu of such Note, a new Note bearing a number not
contemporaneously outstanding of the same form, Settlement Date, Interest Rate,
denomination, Maturity Date and Interest Payment Dates. In the case of any
mutilated, defaced, destroyed, lost or stolen Note, a surety bond or other
indemnity satisfactory to the Company and the Trustee may be required of the
holder of such Note before a replacement Note will be issued. All expenses
(including taxes and governmental charges) associated with obtaining such
indemnity and in issuing the new Note shall be borne by the holder of the Note
so mutilated, defaced, destroyed, lost or stolen. In case any such mutilated,
defaced, destroyed, lost or stolen Note has become or is about to become due and
payable in full, the Company in its discretion, instead of issuing a new Note
may pay such Note on the date such Note is due and payable.

          Every substituted Note issued pursuant to the provisions of this
Section by virtue of the fact that any Note is destroyed, lost or stolen shall,
with respect to such Note, constitute an additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Note shall be found at
any time, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Notes duly issued hereunder. All
Notes shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, defaced, destroyed, lost or stolen Notes and shall, to the extent
permitted by law, preclude any and all other rights or remedies, notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without
their surrender.

     SECTION 2.09.  Cancellation. All Notes surrendered for payment, redemption,
registration of transfer, or exchange, as the case may be, shall, if surrendered
to the Trustee, be cancelled and destroyed by it in accordance with its
customary procedures and a certificate of destruction delivered to the Company,
or shall, if surrendered to any Paying Agent, be delivered to the Trustee and
promptly cancelled and destroyed by the Trustee and a certificate of

                                      16
<PAGE>

destruction delivered to the Company, and no Notes shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall destroy cancelled Notes and deliver a certificate
of destruction to the Company.

     SECTION 2.10.  Book-Entry Only System. If specified by the Company pursuant
to Section 2.01 with respect to Notes represented by a Note in global form, a
series of Notes may be issued initially in book-entry only form and, if issued
in such form, shall be represented by one or more Notes in global form
registered in the name of the Depository or other Depository designated with
respect thereto. So long as such system of registration is in effect, (a) Notes
of a series so issued in book-entry only form will not be issuable in the form
of or exchangeable for Notes in certificate or definitive registered form, (b)
the records of the Depository or such other Depository will be determinative for
all purposes and (c) neither the Company, the Trustee nor any paying agent, Note
Registrar or transfer agent for such Notes will have any responsibility or
liability for (i) any aspect of the records relating to or payments made on
account of owners of beneficial interests in the Notes of such series, (ii)
maintaining, supervising or reviewing any records relating to such beneficial
interests, (iii) receipt of notices, voting and requesting or directing the
Trustee to take, or not to take, or consenting to, certain actions hereunder, or
(iv) the records and procedures of the Depository or such other Depository, as
the case may be.

                                ARTICLE THREE.
                    REDEMPTION OF NOTES; SURVIVOR'S OPTION

     SECTION 3.01.  Redemption of Notes; Applicability of Section. The Company
shall have the right to permit any Note issued hereunder to be redeemed. The
terms of any such redemption shall be contained in this particular Note.
Redemption of Notes of any series permitted or required by the terms of the
Notes shall be made in accordance with such terms and this Section; provided,
however, that if any provision of a series of Notes conflicts with any provision
of this Section, the provision of such series of Notes shall govern.

     SECTION 3.02.  Notice of Redemption; Selection of Notes. In case the
Company elects to exercise the rights to redeem all or, as the case may be, any
part of a series of Notes, it shall fix a date for redemption (the "Redemption
Date"). Notice of redemption of Notes 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. The Company or the
Trustee, as the case may be, shall give notice of such redemption, at least 30
and not more than 60 days prior to the date fixed for a redemption to the
holders of such Notes so to be redeemed. Notice given in such manner shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice. In any case, failure to give such notice or any defect in
the notice to the holder of any such Note designated for redemption shall not
affect the validity of the proceedings for the redemption of any other such
Note. If the Company requests the Trustee to give any notice of redemption, it
shall make such request at least 5 days prior to the designated date for
delivering such notice, unless a shorter period is satisfactory to the Trustee.

          Each such notice of redemption shall specify the date fixed for
redemption, the redemption price at which such Notes are to be redeemed, the
CUSIP numbers of such Notes, the Place of Payment where such Notes will be paid
upon presentation and surrender of such Notes, that interest accrued to the date
fixed for redemption will be paid as specified in said notice, and

                                      17
<PAGE>

that on and after said date interest thereon or on the portions thereof to be
redeemed will cease to accrue. If less than all of the series is to be redeemed,
the notice of redemption shall specify the numbers of the Notes to be redeemed.
In case any Note is to be redeemed in part only, the notice of redemption shall
state the portion of the principal amount thereof to be redeemed and shall state
that, upon surrender of such Note, a new Note or Notes of the same series in
principal amount equal to the unredeemed portion thereof will be issued.

          On or before the Redemption Date, the Company will deposit in trust
with the Trustee or with one or more paying agents an amount of money sufficient
to redeem on the Redemption Date all the Notes or portions of Notes so called
for redemption at the appropriate redemption price, together with accrued
interest, if any, to the date fixed for redemption. If less than all of a series
of Notes is to be redeemed, the Company will give the Trustee adequate written
notice at least 45 days in advance (unless a shorter notice shall be
satisfactory to the Trustee) as to the aggregate principal amount of Notes to be
redeemed.

          If less than all the Notes of a series is to be redeemed, the Trustee
shall select, pro rata or by lot or in such other manner as it shall deem
appropriate and fair, not more than 60 days prior to the date of redemption, the
numbers of such Notes Outstanding not previously called for redemption, to be
redeemed in whole or in part. The portion of principal of Notes so selected for
partial redemption shall be equal to the minimum authorized denomination for
Notes of that series or any integral multiple thereof. The Trustee shall
promptly notify the Company of the Notes to be redeemed. If, however, less than
all the Notes of a series having differing issue dates, interest rates and
stated maturities are to be redeemed, the Company in its sole discretion shall
select the particular Notes of such series to be redeemed and shall notify the
Trustee in writing at least 45 days prior to the relevant Redemption Date.

     SECTION 3.03.  Payment of Notes Called For Redemption. If notice of
redemption has been given as provided above, the Notes or portions of Notes with
respect to which such notice has been given shall become due and payable on the
date and at the place stated in such notice at the applicable redemption price,
together with any interest accrued to the date fixed for redemption, and on and
after said date (unless the Company shall default in the payment of such Notes
at the redemption price, together with interest accrued to said date) interest
on such Notes or portions of Notes so called for redemption shall cease to
accrue. On presentation and surrender of such Notes subject to redemption at the
Place of Payment and in the manner specified in such notice, such Notes or the
specified portions thereof shall be paid and redeemed by the Company at the
applicable redemption price, together with interest accrued thereon to the date
fixed for redemption.

          Any Note that 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 such holder's
attorney duly authorized in writing) and upon such presentation, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to the holder thereof, at the expense of the Company, a new Note or Notes of the
same series, of authorized denominations, in aggregate principal amount equal to
the

                                      18
<PAGE>

unredeemed portion of the principal of the Note so presented. If a Global Note
is so surrendered, such new Note so issued shall be a new Global Note.

     SECTION 3.04.  Redemption Suspended During Event of Default. The Trustee
shall not redeem any Notes (unless all Notes then outstanding are to be
redeemed) or commence the giving of any notice or redemption of Notes during the
continuance of any Event of Default of which a Responsible Officer of the
Trustee has actual knowledge or notice, except that where the giving of notice
of redemption of any Notes shall theretofore have been made, the Trustee shall
redeem such Notes, provided funds are deposited with it for such purpose. Except
as aforesaid, any moneys theretofore or thereafter received by the Trustee
shall, during the continuance of such Event of Default, be held in trust for the
benefit of the noteholders and applied in the manner set forth in Section 6.06;
provided, however, that in case such Event of Default shall have been waived as
provided herein or otherwise cured, such moneys shall thereafter be held and
applied in accordance with the provisions of this Article.

     SECTION 3.05.  Survivor's Option. If so specified in any Note, the
representative of a beneficial owner of such Note shall have the option to elect
repayment of such Note following the death of the beneficial owner of such Note
(a "Survivor's Option"). Unless otherwise specified in the Note, no Survivor's
Option may be exercised if the deceased beneficial owner of the Note held such
Note for less than six months prior to the beneficial owner's death.

          Pursuant to exercise of the Survivor's Option, the Company shall repay
any Note (or portion thereof) properly tendered for repayment by or on behalf of
the person (the "Representative") that has authority to act on behalf of the
deceased beneficial owner of a Note under the laws of the appropriate
jurisdiction (including, without limitation, the personal representative,
executor, surviving joint tenant or surviving tenant by the entirety of such
deceased beneficial owner) at a price equal to 100% of the principal amount of
the beneficial interest of the deceased owner in such Note plus accrued interest
to the date of such repayment (or at a price equal to the Amortized Face Amount
for Original Issue Discount Notes and Zero-Coupon Notes on the date of such
repayment), subject to the following limitations:

               (a)  The Company may, in its sole discretion, limit the aggregate
          principal amount of Notes as to which exercises of the Survivor's
          Option shall be accepted in any calendar year (the "Annual Put
          Limitation") to 1% of the Outstanding principal amount of the Notes as
          of the end of the most recent fiscal year, but not less than
          $1,000,000 in any such calendar year, or such greater amount as the
          Company in its sole discretion may determine for any calendar year,
          and may limit to $200,000, or such greater amount as the Company in
          its sole discretion may determine for any calendar year, the aggregate
          principal amount of Notes (or portions thereof) as to which exercise
          of the Survivor's Option will be accepted in such calendar year with
          respect to any individual deceased owner or beneficial interests in
          such Notes (the "Individual Put Limitation").

               (b)  The Company shall not make principal repayments pursuant to
          exercise of the Survivor's Option in amounts that are less than
          $1,000, and, in the event that the limitations described in the
          preceding sentence would result in the

                                      19
<PAGE>

          partial repayment of any Note, the principal amount of such Note
          remaining outstanding after repayment must be at least $1,000 (the
          minimum authorized denomination of the Notes).

               (c)  Any Note (or portion thereof) tendered pursuant to exercise
          of the Survivor's Option may be withdrawn by a written request by the
          Representative of the deceased owner received by the Trustee prior to
          its repayment.

          Each Note (or portion thereof) that is tendered pursuant to valid
exercise of the Survivor's Option shall be accepted promptly in the order all
such Notes are tendered, except for any Note (or portion thereof) the acceptance
of which would contravene (i) the Annual Put Limitation, if applied, or (ii) the
Individual Put Limitation, if applied, with respect to the relevant individual
deceased owner of beneficial interests therein. If, as of the end of any
calendar year, the aggregate principal amount of Notes (or portions thereof)
that have been accepted pursuant to exercise of the Survivor's Option during
such year has not exceeded the Annual Put Limitation, if applied, for such year,
any exercise(s) of the Survivor's Option with respect to Notes (or portions
thereof) not accepted during such calendar year because such acceptance would
have contravened the Individual Put Limitation, if applied, with respect to an
individual deceased owner of beneficial interests therein shall be accepted in
the order all such Notes (or portions thereof) were tendered, to the extent that
any such exercise would not trigger the Annual Put Limitation for such calendar
year. Normally, any Note (or portion thereof) accepted for repayment pursuant to
exercise of the Survivor's Option shall be repaid on the first Interest Payment
Date that occurs 20 or more calendar days after the date of such acceptance. In
the event that a Note (or any portion thereof) tendered for repayment pursuant
to valid exercise of the Survivor's Option is not accepted, the Trustee shall
deliver a notice by first-class mail to the registered holder thereof at its
last known address as indicated in the Note Register, that states the reason
such Note (or portion thereof) has not been accepted for payment.

          In order for a Survivor's Option to be validly exercised with respect
to any Note (or portion thereof), the Trustee must receive from the
Representative of the deceased owner (i) a written request for repayment signed
by the Representative, and such signature must be guaranteed by a member firm of
a registered national securities exchange or of the National Association of
Securities Dealers, Inc. (the "NASD") or a commercial bank or trust company
having an office or correspondent in the United States, (ii) tender of a Note
(or portion thereof) to be repaid, (iii) appropriate evidence satisfactory to
the Trustee that (A) the deceased was the owner of a beneficial interest in such
Note at the time of death and for at least six months prior to such Owner's
death, (B) the death of such beneficial owner has occurred and (C) the
Representative has authority to act on behalf of the deceased beneficial owner,
(iv) if applicable, a properly executed assignment or endorsement, and (v) if
the beneficial interest in such Note is held by a nominee of the deceased
beneficial owner, a certificate satisfactory to the Trustee from such nominee
attesting to the deceased's ownership of a beneficial interest in such Note, and
(vi) tax waivers and such other instruments or documents that the Trustee
reasonably requires in order to establish the validity of ownership of the Notes
and the Claimants entitled to payment. Subject to the Company's right hereunder
to limit the aggregate principal amount of Notes as to which exercises of the
Survivor's Option shall be accepted in any one calendar year, all questions as
to the eligibility or validity of any exercise of the Survivor's Option will be

                                      20
<PAGE>

determined by the Company, in its sole discretion, which determination shall be
final and binding on all parties.

          The death of a person owning a Note in joint tenancy or tenancy by the
entirety with another or others shall be deemed the death of the holder of the
Note, and the entire principal amount of the Note so held shall be subject to
repayment, together with interest accrued thereon to the repayment date. The
death of a person owning a Note by tenancy in common shall be deemed the death
of a holder of a Note only with respect to the deceased holder's interest in the
Note so held by tenancy in common; except that in the event a Note is held by
husband and wife as tenants in common, the death of either shall be deemed the
death of the holder of the Note, and the entire principal amount of the Note so
held shall be subject to repayment. The death of a person who, during his or her
lifetime, was entitled to substantially all of the beneficial interests of
ownership of a Note, shall be deemed the death of the holder thereof for
purposes of this provision, regardless of the registered holder, if such
beneficial interest can be established to the satisfaction of the Trustee. Such
beneficial interest shall be deemed to exist in typical cases of nominee
ownership, ownership under the Uniform Transfers to Minors Act, community
property or other joint ownership arrangements between a husband and wife and
trust arrangements where one person has substantially all of the beneficial
ownership interest in the Note during his or her lifetime.


          For Notes represented by a Global Note, the Depository or its nominee
shall be the holder of such Note and therefore shall be the only entity that can
exercise the Survivor's Option for such Note. To obtain repayment pursuant to
exercise of the Survivor's Option with respect to such Note, the Representative
must provide to the broker or other entity through which the beneficial interest
in such Note is held by the deceased owner (i) the documents described in
clauses (i), (iii) and (vi) of the second preceding paragraph and (ii)
instructions to such broker or other entity to notify the Depository of such
Representative's desire to obtain repayment pursuant to exercise of the
Survivor's Option. Such broker or other entity shall provide to the Trustee (i)
the documents received from the Representative referred to in clause (i) of the
preceding sentence and (ii) a certificate satisfactory to the Trustee from such
broker or other entity stating that it represents the deceased beneficial owner.
Such broker or other entity shall be responsible for disbursing any payments it
receives pursuant to exercise of the Survivor's Option to the appropriate
Representative.

     SECTION 3.06. Repayment Option. If so specified in any Note, the beneficial
owner of that Note shall have the option to elect repayment of such Note (the
"Repayment Option") upon delivery of an irrevocable notice of exercise of such
option to the Company and the Trustee. Such notice shall be delivered at least
30, but no more than 60 days prior to the next Interest Payment Date proposed as
the date for repayment. Repurchases of Notes upon exercise of the Repayment
Option shall occur only on an Interest Payment Date. Unless otherwise specified
in the Note, such repayment shall be paid at a price equal to 100% of the
principal amount of the beneficial interest subject to such repayment, plus
accrued interest to the date of such repayment. The Note may prescribe an
alternate purchase price formula. In order for a Repayment Option to be validly
exercised with respect to any Note (or portion thereof), the Trustee must
receive from the beneficial owner of such Note (i) a written request for
repayment signed by the beneficial owner of such Note, with signature guaranteed
by a member firm of a registered national

                                       21
<PAGE>

securities exchange or of the NASD or a commercial bank or trust company having
an office or correspondent in the United States, (ii) tender of the Note (or
portion thereof) to be repaid, (iii) appropriate evidence satisfactory to the
Trustee that such individual is the owner of a beneficial interest in such Note
and (iv) if applicable, a properly executed assignment or endorsement.

          For Notes represented by a Global Note, the Depository or its nominee
shall be the holder of such Note and therefore shall be the only entity that can
exercise the Repayment Option for such Note. To obtain repayment pursuant to
exercise of the Repayment Option with respect to such Note, the beneficial owner
of such Note must provide to the broker or other entity through which the
beneficial interest in such Note is held by such beneficial owner (i) the
documents described in clauses (i) and (iii) of the preceding paragraph and (ii)
instructions to such broker or other entity to notify the Depository of such
beneficial owner's desire to obtain repayment pursuant to exercise of the
Repayment Option.

          In addition, the beneficial owner shall provide the Trustee with such
additional information and documentation as the Trustee shall reasonably
request.

                                  ARTICLE FOUR.
                            PAYMENT AND PAYING AGENTS

     SECTION 4.01. Payment of Principal, Premium and Interest. The Company will
duly and punctually pay or cause to be paid the principal of (and premium, if
any) and interest, if any, on each of the Notes at the place, at the respective
times and in the manner provided in the terms of the Notes and in this
Indenture.

          Each Note will bear interest from and including its Issue Date at the
rate per annum set forth in such Note and until the principal amount thereof is
paid, or made available for payment, in full. Interest on each Note will be
payable either periodically on each Interest Payment Date as set forth in such
Note or at Maturity (or on the date of redemption or repayment if a Note is
repurchased by the Company prior to Maturity pursuant to mandatory or optional
redemption provisions or the Survivor's Option). Interest will be payable to the
person in whose name a Note is registered at the close of business on the
Regular Record Date next preceding each Interest Payment Date; provided,
however, interest payable at Maturity, on a date of redemption or in connection
with the exercise of the Survivor's Option will be payable to the person to whom
principal shall be payable.


          Any payment of principal (and premium, if any) or interest required to
be made on a Note on a day which is not a Business Day need not be made on such
day, but may be made on the next succeeding Business Day with the same force and
effect as if made on such day, and no additional interest shall accrue as a
result of such delayed payment. Unless otherwise specified in a Note, any
interest on the Notes will be computed on the basis of a 360-day year of twelve
30-day months.

                                       22
<PAGE>

          Unless otherwise specified in a Board Resolution or in the Note:

               (a) the Interest Payment Dates for a Note that provides for
          monthly interest payments shall be the fifteenth day of each calendar
          month commencing in the first calendar month following the month in
          which the Note is issued;

               (b) In the case of a Note that provides for quarterly interest
          payments, the Interest Payment Dates shall be the fifteenth day of
          each of the months specified in the Pricing Supplement, commencing in
          the third succeeding calendar month following the month in which the
          Note is issued;

               (c) In the case of a Note that provides for semi-annual interest
          payments, the Interest Payment Dates shall be the fifteenth day of
          each of the months specified in the Pricing Supplement, commencing in
          the sixth succeeding calendar month following the month in which the
          Note is issued; and

               (d) In the case of a Note that provides for annual interest
          payments, the Interest Payment Date shall be the fifteenth day of the
          month specified in the Pricing Supplement, commencing in the twelfth
          succeeding calendar month following the month in which the Note is
          issued.

          The Regular Record Date with respect to any Interest Payment Date
shall be the first day of the calendar month in which such Interest Payment Date
occurs, except that the Regular Record Date with respect to the final Interest
Payment Date shall be the final Interest Payment Date.

          Each payment of interest on a Note shall include accrued interest from
and including the Issue Date or from and including the last day in respect of
which interest has been paid (or duly provided for), as the case may be, to, but
excluding, the Interest Payment Date or Maturity Date, as the case may be.

          Promptly after each Regular Record Date, the Trustee will deliver to
the Company and the Depository a written notice specifying by CUSIP number the
amount of interest to be paid on each Note (other than an Interest Payment Date
coinciding with the Maturity Date) and the total of such amounts. On such
Interest Payment Date, the Company will pay to the Trustee, and the Trustee in
turn will pay to the Depository in accordance with procedures agreed to by the
Depository, such total amount of interest due.

          All interest payments on Book-Entry Notes will be paid by the Trustee
to the Depository in accordance with existing arrangements between the Trustee
and the Depository. Thereafter, on each Interest Payment Date, the Depository
will pay, in accordance with its operating procedures then in effect, such
amounts in funds available for immediate use to the respective participants with
payments in amounts proportionate to their respective holdings in principal
amount of beneficial interest in such Global Note as are recorded in the
book-entry system maintained by the Depository. Neither the Company nor the
Trustee shall have any direct responsibility or liability for the payment by the
Depository of the principal of or interest on, the Book-Entry Notes to such
participants. If any Interest Payment Date for any Note is not a

                                       23
<PAGE>

Business Day, the payment due on such day shall be made on the next succeeding
Business Day and no interest shall accrue on such payment for the period from
and after such Interest Payment Date.

          On or about the first Business Day of each month, the Trustee will
deliver to the Company and the Depository a written list of principal and
interest to be paid on each Global Note representing Book-Entry Notes maturing
in the following month. The Trustee, the Company and the Depository will confirm
the amounts of such principal and interest payments with respect to each Global
Note on or about the fifth Business Day preceding the Maturity Date of such
Global Note. On the Maturity Date, the Company will pay to the Trustee, and the
Trustee in turn will pay to the Depository, the principal amount of such Global
Note, together with interest due on such Maturity Date.

          If any Maturity Date of a Note is not a Business Day, the payment due
on such day shall be made on the next succeeding Business Day and no interest
shall accrue on such payment for the period from and after such Maturity Date.
Promptly after payment to the Depository of the principal and interest due on
the Maturity Date of such Global Note and all Book-Entry Notes represented by
such Global Note, the Trustee will cancel and destroy such Global Note in
accordance with the Indenture and deliver a certificate of destruction to the
Company.

          The amount of any taxes required under applicable law to be withheld
from any interest payment on a Book-Entry Note will be determined and withheld
by the participant, indirect participant in the Depository or other person
responsible for forwarding payments and materials directly to the beneficial
owner of such Note.

          Any interest payments on a certificated Note (other than interest on
the Maturity Date) will be made by check and mailed by the Company to the person
entitled thereto as listed on the Note Register.

     SECTION 4.02. Paying Agents. The Company shall maintain one or more Paying
Agents for the payment of the principal of (and premium, if any) and interest,
if any, on the Notes of each series as provided in the terms of the Notes of
such series. The Company agrees to keep the Trustee advised of the name and
location of each Paying Agent if such Paying Agent is not the Trustee. The
Paying Agents shall arrange for the payment, from funds furnished by the Company
pursuant to this Indenture, of the principal and interest with respect to the
Notes.

          The Company hereby initially appoints Wilmington Trust Company as the
Company's Paying Agent for the Book-Entry Notes (the "Paying Agent," which term
shall include any successor as Paying Agent for the Book-Entry Notes). The
Company reserves the right, subject to the terms of the Notes of any series, to
terminate any such appointment at any time as to such series and to appoint any
other Paying Agents in respect of the Notes of such series in such places as it
may deem appropriate.

     SECTION 4.03. Provisions As To Paying Agents.

                                       24
<PAGE>

          (a)  Whenever the Company shall appoint a paying agent other than the
     Trustee with respect to the Notes of any series, it will cause such paying
     agent to execute and deliver to the Trustee an instrument in which such
     agent shall agree with the Trustee, subject to the provisions of this
     Section:

               (1) that it will hold sums held by it as such agent for the
          payment of the principal of (and premium, if any) or any interest on
          the Notes of such series (whether such sums have been paid to it by
          the Company or by any other obligor on the Notes of such series) in
          trust for the benefit of the persons entitled thereto until such sums
          shall be paid to such persons or otherwise disposed of as herein
          provided and will notify the Trustee of the receipt of sums to be so
          held;

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

               (3) that at any time when any such failure has occurred and is
          continuing, it will, upon the written request of the Trustee,
          forthwith pay to the Trustee all sums so held in trust by such paying
          agent.

          (b)  If the Company shall act as its own paying agent, it will, on or
     before each due date of the principal of (and premium, if any) or any
     interest on the Notes of any series, set aside, segregate and hold in trust
     for the benefit of the persons entitled thereto a sum sufficient to pay
     such principal (and premium, if any) or any interest so becoming due until
     such sums shall be paid to such persons or otherwise disposed of as herein
     provided. The Company will promptly notify the Trustee of any failure to
     take such action.

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

          (d)  Anything in this Section to the contrary notwithstanding, the
     Company may, at any time for the purpose of obtaining the satisfaction and
     discharge of this Indenture with respect to one or more or all series of
     Notes hereunder, or for any other reason, pay or cause to be paid to the
     Trustee all sums held in trust for such series by it or any paying agent
     hereunder as required by this Section, such sums to be held by the Trustee
     upon the trusts herein contained, 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.

                                       25
<PAGE>

          (e)  Anything in this Section to the contrary notwithstanding, the
     agreement to hold sums in trust as provided in this Section is subject to
     the provisions of Sections 12.03 and 12.04.

     SECTION 4.04. Offices for Notices, Etc. As long as any of the Notes remain
outstanding, the Company will designate and maintain an office or agency where
the Notes may be presented or surrendered for payment, registration of transfer
and for exchange as provided in this Indenture and where notices and demands to
or upon the Company in respect of the Notes or of this Indenture may be served,
other than demands for payment. The Company will give to the Trustee notice of
the location of each such office or agency and of any change in the location
thereof. In case the Company shall fail to maintain any such office or agency,
or shall fail to give such notice of the location or of any change in the
location thereof, such notices and demands may be served at the corporate trust
office of the Trustee specified in Section 15.03 hereof.

          The Company may also from time to time designate one or more other
offices or agencies where the Notes 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 accordance with the requirements set forth above for Notes of any series for
such purposes. The Company will give prompt written notice to the Trustee and
the holders of any such designation or rescission and of any change in the
location of any such other office or agency. The Company hereby initially
designates the principal corporate trust office of Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 as the
office of the Company where Notes may be presented for payment, for registration
or transfer and for exchange as in this Indenture provided and where notices and
demands to or upon the Company in respect of the Notes or of this Indenture may
be served.

     SECTION 4.05. Determination of Additional Amounts. If Notes provide for the
payment of Additional Amounts, the Company will pay to the holder of any Note,
Additional Amounts as provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Note or net proceeds received on the sale or
exchange of any Note, such mention shall be deemed to include mention of the
payment of Additional Amounts provided for in this Section to the extent that,
in such context, Additional Amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section and express mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.

          If Notes provide for the payment of Additional Amounts, at least 10
days prior to the first interest payment date with respect to those Notes (or,
if the Notes of that series will not bear interest prior to maturity (including
any maturity occurring by reason of call of redemption or otherwise), the first
day on which a payment of principal and any premium is made), and at least 10
days prior to each date of payment of principal and any premium or interest if
there has been any change with respect to the matters set forth in the
below-mentioned Officers'

                                       26
<PAGE>

Certificate, the Company will furnish the Trustee and the Company's principal
paying agent or paying agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such paying agent or paying agents
whether such payment of principal of (and premium, if any) or any interest on
those Notes shall be made to holders of those Notes who are United States Aliens
without withholding for or on account of any tax, assessment or other
governmental charge described in the Notes. If any such withholding shall be
required, then such Officers' Certificate shall specify by country the amount,
if any, required to be withheld on such payments to such holders of those Notes
and the Company will pay to the Trustee or such paying agent the Additional
Amounts required by this Section. The Company covenants to indemnify the Trustee
and any paying agent for, and to hold them harmless against, any loss, liability
or expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers' Certificate furnished pursuant to this Section.

     SECTION 4.06. Limitation on Sale or Issuance of Capital Stock of a
Principal Subsidiary Bank. Subject to the provisions of Article Eleven, the
Company will not sell, assign, transfer or otherwise dispose of, or permit the
issuance of, or permit a subsidiary to sell, assign, transfer or dispose of, any
shares of Capital Stock of, or any securities convertible into or options,
warrants or rights to subscribe for or purchase shares of, Capital Stock of, any
Principal Subsidiary Bank or any subsidiary which owns shares of Capital Stock
of, or any securities convertible into or options, warrants or rights to
subscribe for or purchase shares of Capital Stock of, any Principal Subsidiary
Bank, except:

               (a) any sale, assignment, transfer or other disposition or
          issuance made, in the minimum amount required by law, to any person
          for the purpose of the qualification of such person to serve as a
          director; or (b) any sale, assignment, transfer or other disposition
          or issuance for not less than fair market value (as determined by the
          Board of Directors, such determination being evidenced by a Board
          Resolution, which determination shall be conclusive), if, after giving
          effect to such disposition and to conversion of any shares or
          securities convertible into Capital Stock of a Principal Subsidiary
          Bank, the Company would own directly or indirectly not less than 80%
          of each class of the Capital Stock of such Principal Subsidiary Bank
          (or any successor corporation thereto); or

               (c) any sale, assignment, transfer or other disposition or
          issuance made in compliance with an order of a court or regulatory
          authority of competent jurisdiction; or

               (d) any sale by a Principal Subsidiary Bank (or any successor
          corporation thereto) of additional shares of its Capital Stock to its
          stockholders at any price, so long as (i) prior to such sale the
          Company owns, directly or indirectly, shares of the same class and
          (ii) immediately after such sale, the Company owns, directly or
          indirectly, at least as great a percentage of each class of Capital
          Stock of such Principal Subsidiary Bank as it owned prior to such sale
          of additional shares; or

                                       27
<PAGE>

               (e) any sale by a Principal Subsidiary Bank (or any successor
          corporation thereto) of additional securities convertible into shares
          of its Capital Stock to its stockholders at any price, so long as (i)
          prior to such sale the Company owns, directly or indirectly,
          securities of the same class and (ii) immediately after such sale the
          Company owns, directly or indirectly, at least as great a percentage
          of each class of such securities convertible into shares of Capital
          Stock of such Principal Subsidiary Bank as it owned prior to such sale
          of additional securities; or

               (f) any sale by a Principal Subsidiary Bank (or any successor
          corporation thereto) of additional options, warrants or rights to
          subscribe for or purchase shares of its Capital Stock to its
          stockholders at any price, so long as (i) prior to such sale the
          Company owns, directly or indirectly, options, warrants or rights, as
          the case may be, of the same class and (ii) immediately after such
          sale, the Company owns, directly or indirectly, at least as great a
          percentage of each class of such options, warrants or rights, as the
          case may be, to subscribe for or purchase shares of Capital Stock of a
          Principal Subsidiary Bank as it owned prior to such sale of additional
          options, warrants or rights; or

               (g) any issuance of shares of Capital Stock, or securities
          convertible into or options, warrants or rights to subscribe for or
          purchase shares of Capital Stock, of a Principal Subsidiary Bank or
          any subsidiary which owns shares of Capital Stock, or securities
          convertible into, or options, warrants or rights to acquire Capital
          Stock of any Principal Subsidiary Bank to the Company or another
          wholly owned subsidiary.

          The Trustee shall have no duty or responsibility to monitor compliance
with this Section 4.06.

                                  ARTICLE FIVE.
                       NOTEHOLDER LISTS AND REPORTS BY THE
                            COMPANY AND THE TRUSTEE.

     SECTION 5.01. Noteholder Lists. The Company will furnish or cause to be
furnished to the Trustee, semiannually, not later than January 15 and July 15 in
each year and at such other times as the Trustee may request in writing, within
30 days after receipt by the Company of any such request, a list in such form as
the Trustee may reasonably require containing all the information in the
possession or control of the Company or any of its Paying Agents (other than the
Trustee in its capacity as a Paying Agent), as to the names and addresses of the
holders of Notes of particular series specified by the Trustee as of a date not
more than 15 days prior to the time such information is furnished, provided,
however, that if and so long as the Trustee shall be the Note Registrar, such
list shall not be required to be furnished. At the Trustee's direction, this
Company will furnish copies of the same reports to the Depository.

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<PAGE>

     SECTION 5.02. Preservation and Disclosure of Lists.

               (a)  The Trustee shall preserve, in as current a form as is
          reasonably practicable, all information as to the names and addresses
          of the holders of each series of Notes (i) contained in the most
          recent list furnished to it as provided in Section 5.01, (ii) received
          by the Trustee in its capacity as Note Registrar or a Paying Agent or
          (iii) filed with it within the preceding two years pursuant to Section
          5.04(d). The Trustee may destroy any list furnished to it as provided
          in Section 5.01 upon receipt of a new list so furnished.

               (b)  In case three or more holders of Notes (hereinafter referred
          to as "applicants") apply in writing to the Trustee and furnish to the
          Trustee reasonable proof that each such applicant has owned a Note of
          such series for a period of at least six months preceding the date of
          such application, and such application states that the applicants
          desire to communicate with other holders of Notes of a particular
          series (in which case the applicants must hold Notes of such series)
          or with holders of all Notes with respect to their rights under this
          Indenture or under such Notes and it is accompanied by a copy of the
          form of proxy or other communication which such applicants propose to
          transmit, then the Trustee shall, within five business days after the
          receipt of such application, at its election, either:

                    (1) afford to such applicants access to the information
               preserved at the time by the Trustee in accordance with the
               provisions of subsection (a) of this Section, or

                    (2) inform such applicants as to the approximate number of
               holders of Notes of such series or all Notes, as the case may be,
               whose names and addresses appear in the information preserved at
               the time by the Trustee, in accordance with the provisions of
               subsection (a) of this Section, and as to the approximate cost of
               mailing to such noteholders the form of proxy or other
               communication, if any, specified in such application.

               If the Trustee shall elect not to afford to such applicants
          access to such information, the Trustee shall, upon the written
          request of such applicants, mail to each holder of Notes of such
          series or all Notes, as the case may be, whose name and address appear
          in the information preserved at the time by the Trustee in accordance
          with the provisions of subsection (a) of this Section a copy of the
          form of proxy or other communication which is specified in such
          request, with reasonable promptness after a tender to the Trustee of
          the material to be mailed and of payment, or provision for the
          payment, of the reasonable expenses of mailing, unless within five
          days after such tender, the Trustee shall mail to such applicants and
          file with the Securities and Exchange Commission (the "Commission"),
          together with a copy of the material to be mailed, a written statement
          to the effect that, in the opinion of the Trustee, such mailing would
          be contrary to the best interests of the holders of Notes of such
          series or all Notes, as

                                       29
<PAGE>

          the case may be, or would be in violation of applicable law. Such
          written statement shall specify the basis of such opinion. If the
          Commission after opportunity for a hearing upon the objections
          specified in the written statement so filed, shall enter an order
          refusing to sustain any of such objections or if, after the entry of
          an order sustaining one or more of such objections, the Commission
          shall find, after notice and opportunity for hearing, that all the
          objections so sustained have been met, and shall enter an order so
          declaring, the Trustee shall mail copies of such material to all such
          holders with reasonable promptness after the entry of such order and
          the renewal of such tender; otherwise the Trustee shall be relieved of
          any obligation or duty to such applicants respecting their
          application.

               (c) Each and every holder of Notes, by receiving and holding the
          same, agrees with the Company and the Trustee that neither the Company
          nor the Trustee nor any Paying Agent, Note Registrar, or any agent of
          the Company or of the Trustee shall be held accountable by reason of
          the disclosure of any such information as to the names and addresses
          of the holders of Notes in accordance with the provisions of
          subsection (b) of this Section, regardless of the source from which
          such information was derived, and that the Trustee shall not be held
          accountable by reason of mailing any material pursuant to a request
          made under said subsection (b).

     SECTION 5.03. Reports by the Company. The Company shall, so long as the
Notes are Outstanding:

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

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

               (c) transmit by mail to all the holders of Notes of each series
          in the manner and to the extent provided in Section 5.04(d) with
          respect to reports

                                       30
<PAGE>

          pursuant to Section 5.04(a), within thirty days after the filing
          thereof with the Trustee, such summaries of any information, documents
          and reports required to be filed by the Company with respect to each
          such series of Notes pursuant to subsections (a) and (b) of this
          Section as may be required by rules and regulations prescribed from
          time to time by the Commission. The Company will also comply with the
          other provisions of Section 314(a) of the Trust Indenture Act.
          Delivery of such reports, information and documents to the Trustee is
          for informational purposes only and the Trustee's receipt of such
          shall not constitute notice or constructive notice of any information
          contained therein or determinable from information contained therein,
          including the Company's compliance with any of its covenants hereunder
          (as to which the Trustee is entitled to rely exclusively on Officers'
          Certificates).

     SECTION 5.04. Reports By The Trustee.

               (a)  On or about July 15, 2001 and on or before July 15 of each
          year thereafter, so long as any Notes are outstanding hereunder, the
          Trustee shall transmit to the holders of Notes, as provided in
          subsection (b) of this Section, a brief report that complies with
          Section 313(a) of the Trust Indenture Act. The Trustee will comply
          with Section 313(b)(2) of the Trust Indenture Act.

               (b)  Reports pursuant to this Section shall be transmitted by
          mail:

                    (1) to all holders of Notes, as the names and addresses of
               such holders appear in the Note Register;

                    (2) except in the case of reports pursuant to subsection (b)
               of this Section, to all holders of Notes whose names and
               addresses are at that time preserved by the Trustee, as provided
               in 5.02(a).

               (c)  A copy of each such report shall, at the time of such
          transmission to holders of Notes, be filed by the Trustee with each
          stock exchange upon which the Notes are listed and also with the
          Commission and the Company. The Company agrees to promptly notify the
          Trustee when and as the Notes become listed on any stock exchange.

               (d) So long as the Notes are issued in Book-Entry form, all
          reports shall be delivered to the Depository, as holder of the Notes.

                                  ARTICLE SIX.
                                    REMEDIES.

     SECTION 6.01. Events of Default; Acceleration of Maturity. In case one or
more of the following Events of Default with respect to a particular series of
Notes shall have occurred and be continuing, that is to say:

                                       31
<PAGE>

               (a) default in the payment of the principal of (or premium, if
          any) any of the Notes of such series as and when the same shall become
          due and payable either at maturity, upon redemption, by declaration or
          otherwise; or

               (b) default in the payment of any installment of interest upon
          any of the Notes of such series as and when the same shall become due
          and payable, and continuance of such default for a period of 30 days;
          or

               (c) failure on the part of the Company duly to observe or perform
          any other of the covenants or agreements on the part of the Company in
          the Notes or in this Indenture contained for a period of 90 days after
          the date on which written notice of such failure, requiring the
          Company to remedy the same, shall have been given to the Company by
          the Trustee, or to the Company and the Trustee by the holders of at
          least 25% in aggregate principal amount of the Notes affected thereby
          at the time outstanding; or

               (d) a court having jurisdiction in the premises shall enter a
          decree or order for relief in respect of the Company in an involuntary
          case under any applicable bankruptcy, insolvency or other similar law
          now or hereafter in effect, or appointing a receiver, liquidator,
          assignee, custodian, trustee, sequestrator (or similar official) of
          the Company or for any substantial part of its property, or ordering
          the winding-up or liquidation of its affairs and such decree or order
          shall remain unstayed and in effect for a period of 60 consecutive
          days; or

               (e) the Company shall commence a voluntary case under any
          applicable bankruptcy, insolvency or other similar law now or
          hereafter in effect, or shall consent to the entry of an order for
          relief in an involuntary case under any such law, or shall consent to
          the appointment of or taking possession by a receiver, liquidator,
          assignee, trustee, custodian, sequestrator (or similar official) of
          the Company or for any substantial part of its property, or shall make
          any general assignment for the benefit of creditors;

          then, if an Event of Default described in clause (a), (b) or (c) shall
          have occurred and be continuing, and in each and every such case,
          unless the principal amount of all the Notes of such series shall have
          already become due and payable, either the Trustee or the holders of
          not less than 25% in aggregate principal amount of the Notes of all
          series affected thereby then outstanding hereunder, by notice in
          writing to the Company (and to the Trustee if given by noteholders)
          may declare the principal amount of all the Notes (or, with respect to
          Original Issue Discount Notes, such lesser amount as may be specified
          in the terms of such Notes) affected thereby to be due and payable
          immediately, and upon any such declaration the same shall become and
          shall be immediately due and payable, anything in this Indenture or in
          the Notes of such series contained to the contrary notwithstanding,
          or, if an Event of Default described in clause (d) or (e) shall have
          occurred and be continuing, and in each and every such case, unless
          the principal of all the Notes of such series shall have already
          become due and payable, either the Trustee or the holders of not less
          than 25% in aggregate principal amount of all the Notes then
          Outstanding hereunder (voting as one class), by notice in writing to
          the Company (and to the Trustee if given by noteholders), may declare
          the principal of all the Notes to be due and payable

                                       32
<PAGE>

          immediately, and upon any such declaration the same shall become and
          shall be immediately due and payable, anything in this Indenture or in
          the Notes contained to the contrary notwithstanding.

     SECTION 6.02. Rescission and Annulment. The provisions in Section 6.01 are
subject to the condition that if, at any time after the principal of the Notes
of any one or more of all series, as the case may be, shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Notes of such series or of all the
Notes, as the case may be, and the principal of (and premium, if any) all Notes
of such series or of all the Notes, as the case may be (or, with respect to
Original Issue Discount Notes, such lesser amount as may be specified in the
terms of such Notes), which shall have become due otherwise than by acceleration
(with interest upon such principal (and premium, if any)) and, to the extent
that payment of such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of interest specified in
the Notes of such series or all Notes, as the case may be (or, with respect to
Original Issue Discount Notes, at the rate specified in the terms of such Notes
for interest on overdue principal thereof upon maturity, redemption or
acceleration of such series, as the case may be), to the date of such payment or
deposit, and such amount as shall be sufficient to cover reasonable compensation
to the Trustee, its agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or bad faith, and any and all defaults under the Indenture,
other than the non- payment of the principal of Notes, which shall have become
due by acceleration, shall have been remedied; then and in every such case the
holders of a majority in aggregate principal amount of the Notes of such series
(or of all the Notes, as the case may be) then Outstanding, by written notice to
the Company and to the Trustee, may waive all defaults with respect to that
series or with respect to all Notes, as the case may be in such case, treated as
a single class and rescind and annul such declaration and its consequences; but
no such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

          In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission and annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company, the Trustee and the noteholders, as the case may be, shall be restored
respectively to their former positions and rights hereunder, and all rights,
remedies and powers of the Company, the Trustee and the noteholders, as the case
may be, shall continue as though no such proceedings had been taken.

     SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if

          (1) default is made in the payment of any installment of interest on
any Note 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 (or premium, if
any) of any Note at the maturity thereof, including any maturity occurring by
reason of a call for redemption

                                       33
<PAGE>

or otherwise, the Company will, upon demand of the Trustee, pay to it, for the
benefit of the holders of such Notes, the whole amount that shall have become
due and payable on such Notes for principal (or premium, if any) and interest,
with interest upon the overdue principal and, to the extent that payment of such
interest shall be legally enforceable, upon overdue installments of interest, at
the rate borne by such Notes; 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 the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceedings to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Notes and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon the Notes, wherever situated.
If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
noteholders 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 6.04. Trustee May File Proofs of Claim. In the case of the pendency
of a receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Notes or the property of the Company
or such other obligor or their creditors, the Trustee (irrespective of whether
the principal of the Notes shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:

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

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

and any receiver, assignee, trustee, liquidator or sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by each
holder of Notes 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 of
Notes, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.06. To the
extent that such payment of reasonable compensation, expenses, disbursements,
advances and other amounts out of the estate in any such proceedings shall be
denied for any reason, payment of the same shall be secured by

                                       34
<PAGE>

a lien on, and shall be paid out of, any and all distributions, dividends,
moneys, Notes and other property which the holders of the Notes may be entitled
to receive in such proceedings, whether in liquidation or under any plan or
reorganization or arrangements or otherwise.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any holder of a Note any
plan of reorganization, arrangement, adjustment or compensation affecting the
Notes or the rights of any holder thereof, or to authorize the Trustee to vote
in respect of the claim of any holder of a Note in any such proceeding.

     SECTION 6.05. Trustee May Enforce Claims Without Possession of Notes. All
rights of action and claims under this Indenture or the Notes may be prosecuted
and enforced by the Trustee without the possession of any of the Notes or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Notes in
respect of which such judgment has been recovered.

     SECTION 6.06. 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 (and premium, if any) or any interest, upon
presentation of the Notes, as the case may be, 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
7.06;

          SECOND: To the payment of the amounts then due and unpaid upon the
Notes for principal of (and premium, if any) and any interest on the Notes, 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 Notes, for principal (and premium, if any) and interest,
respectively; and

          THIRD: To the Company or its successors or assigns, or to whomsoever
may be lawfully entitled to receive the same.

     SECTION 6.07. Limitation on Suits. No holder of any Note 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;

          (2) the holders of not less than 25% in principal amount of the
Outstanding Notes 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;

                                       35
<PAGE>

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

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

it being understood and intended that no one or more such holders of Notes 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 of Notes 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 such holders of Notes.

     SECTION 6.08. Unconditional Right of Noteholders to Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture, the
holder of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Sections 3.02 and 4.01) any interest on such Note on the Maturity Date expressed
in such Note (or, in the case of redemption, on the redemption date) and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such holder.

     SECTION 6.09. Restoration of Rights and Remedies. If the Trustee or any
holder of a Note 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 the Company, the Trustee and the holders of Notes
shall, subject to any determination in such proceeding, 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 has been instituted.

     SECTION 6.10. Rights and Remedies Cumulative. Except as provided in Section
2.08, no right or remedy herein conferred upon or reserved to the Trustee or to
the holders of Notes is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

     SECTION 6.11. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any holder of any Note to exercise any right or remedy accruing
upon any Default shall impair any such right or remedy or constitute a waiver of
any such Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the holders of Notes

                                       36
<PAGE>

may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the holders of Notes, as the case may be.

     SECTION 6.12. Control by Noteholders. The holders of a majority in
principal amount of Outstanding Notes of each 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 such series, provided that

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

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

          (3) the Trustee need not take any action which it in good faith
determines might involve it in personal liability or be unjustly prejudicial to
the noteholders not consenting.

          Upon receipt by the Trustee of any such direction with respect to
Notes of a series all or part of which is represented by a Note, the Trustee
shall establish a record date for determining holders of Outstanding Notes of
such series entitled to join in such direction, which record date shall be at
the close of business on the day the Trustee receives such direction. The
holders on such record date, or their duly designated proxies, and only such
persons, shall be entitled to join in such direction, whether or not such
holders remain holders after such record date, provided that, unless such
majority in principal amount shall have been obtained prior to the day which is
90 days after such record date, such direction shall automatically and without
further action by any holder be cancelled and of no further effect. Nothing in
this paragraph shall prevent a holder, or a proxy of a holder, from giving,
after expiration of such 90-day period, a new direction identical to a direction
which has been cancelled pursuant to the proviso to the preceding sentence, in
which event a new record date shall be established pursuant to the provisions of
this Section 6.12.

     SECTION 6.13. Waiver of Past Defaults. The holders of a majority in
principal amount of the Outstanding Notes of each series may, on behalf of the
holders of all the Notes, waive any past default hereunder and its consequences,
except a default

          (1) in the payment of the principal of, premium, if any, or any
interest on any Note; or

          (2) in respect of a covenant or provision hereof that pursuant to
Article Ten cannot be modified or amended without the consent of the holder of
each Outstanding Note affected.

          Upon any such waiver, such default shall cease to exist, and any
Default or 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.

                                       37
<PAGE>

     SECTION 6.14. Undertaking for Costs. All parties to this Indenture agree,
and each holder of any Note by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any holder, or group
of holders, holding in the aggregate more than ten percent in principal amount
of the Outstanding Notes, or to any suit instituted by any holder of any Notes
for the enforcement of the payment of the principal of, premium, if any, or any
interest on any Note on or after the respective stated maturities expressed in
such Note (or, in the case of redemption, on or after the redemption date,
except, in the case of a partial redemption, with respect to the portion not so
redeemed).

     SECTION 6.15. Waiver of 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 stay or extension laws 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 benefits 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 SEVEN.
                             CONCERNING THE TRUSTEE.

     SECTION 7.01. Duties And Responsibilities of Trustee.

               (a) The Trustee, prior to the occurrence of a Default or an Event
          of Default with respect to a particular series of Notes and after the
          curing of all Defaults or Events or Default with respect to such
          series which may have occurred, undertakes to perform such duties and
          only such duties with respect to such series as are specifically set
          forth in this Indenture and no implied covenants or obligations shall
          be read into this Indenture against the Trustee and in the absence of
          bad faith on the part of the Trustee, the Trustee may conclusively
          rely, as to the truth of the statements and the correctness of the
          opinions expressed therein, upon any certificates or opinions
          furnished to the Trustee and conforming to the requirements of this
          Indenture; but in the case of any such certificates or opinions which
          by any provisions hereof are specifically required to be furnished to
          the Trustee, the Trustee shall be under a duty to examine the same to
          determine whether or not they conform to the requirements of this
          Indenture.

               (b) In case a Default or an Event of Default with respect to a
          particular series of Notes has occurred (which has not been cured),
          the Trustee shall exercise with respect to such series such of the
          rights and powers vested in it by this Indenture, and use the same
          degree of care and skill in their exercise, as a prudent

                                       38
<PAGE>

          man would exercise or use under the circumstances in the conduct of
          his own affairs.

               (c)  No provisions of this Indenture shall be construed to
          relieve the Trustee from liability for its own negligent action, its
          own negligent failure to act, or its own willful misconduct, except
          that:

                    (i)   this Section 7.01 (c) shall not be construed to limit
               the effect of Section 7.01 (a);

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

                    (iii) the Trustee shall not be liable with respect to any
               action taken or omitted to be taken by it in good faith in
               accordance with the direction of the holders of Notes Outstanding
               pursuant to Section 6.12 relating to the time, method and place
               of conducting any proceeding for any remedy available to the
               Trustee, or exercising any trust or power conferred upon the
               Trustee, under this Indenture.

               (d)  No provision of this Indenture shall be construed as
          requiring the Trustee to expend or risk its own funds or otherwise to
          incur any personal financial liability in the performance of any of
          its duties hereunder, or in the exercise of any of its rights or
          powers, if 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.

     SECTION 7.02. Reliance on Documents, Opinions, Etc. Subject to the
provisions of Section 7.01:


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

               (b) any request, direction, order or demand of the Company
          mentioned herein shall be sufficiently evidenced by a Company Order;
          and any Board Resolution may be evidenced to the Trustee by a copy
          thereof certified by the Secretary or an Assistant Secretary of the
          Company; and 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;

                                       39
<PAGE>

               (c) the Trustee may consult with counsel of its selection and the
          advice of 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 accordance with such
          advice or Opinion of Counsel;

               (d) the Trustee shall be under no obligation to exercise any of
          the rights or powers vested in it by this Indenture at the request,
          order or direction of any of the noteholders, pursuant to the
          provisions of this Indenture, unless such noteholders shall have
          offered to the Trustee security or indemnity satisfactory to it
          against the costs, expenses and liabilities which might be incurred
          therein or thereby;

               (e) the Trustee shall not be bound to make any investigation into
          the facts or matters stated in any resolution, certificate, statement,
          instrument, opinion, report, notice, request, direction, consent,
          order, bond, debenture, note 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 pertaining to the Notes, personally or by
          agent or attorney;

               (f) 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;

               (g) the Trustee shall not be liable for any action taken,
          suffered or omitted by it in good faith and believed by it to be
          authorized or within the discretion or rights or powers conferred upon
          it by this Indenture; and

               (h) except in connection with compliance with Sections 310 or 311
          of the Trust Indenture Act, the Trustee shall only be charged with
          knowledge of Responsible Officers.

     SECTION 7.03. No Responsibility for Recitals, Etc. The recitals contained
herein and in the Notes other than the Trustee's certificate of authentication,
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes provided that the Trustee shall not be relieved of its duty to
authenticate Notes only as authorized by this Indenture. The Trustee shall not
be accountable for the use or application by the Company of Notes or the
proceeds thereof.

     SECTION 7.04. Ownership of Notes. The Trustee, or any agent of the Company
or of the Trustee, in its individual or any other capacity, may become the owner
or pledgee of Notes with the same rights, subject to Section 7.08 and Section
7.13, it would have if it were not Trustee or an agent of the Company or of the
Trustee.

                                       40
<PAGE>

     SECTION 7.05.  Moneys To Be Held in Trust. Subject to the provisions of
Section 12.04 hereof, all moneys received by the Trustee or any Paying Agent
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. Neither the Trustee nor any Paying
Agent shall be under any liability for interest on any moneys received by it
hereunder except such as it may agree with the Company to pay thereon.

     SECTION 7.06.  Compensation and Expenses of Trustee. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation, and, except as otherwise expressly
provided, the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all other persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. If any
property other than cash shall at any time be subject to the lien of this
Indenture, the Trustee, if and to the extent authorized by a receivership or
bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such property to such lien, shall be entitled to make advances for
the purpose of preserving such property or of discharging tax liens or other
prior liens or encumbrances thereon. The Company also covenants to indemnify the
Trustee, its officers, directors and employees for, and to hold them harmless
against, any loss, liability or reasonable expense incurred without negligence
or bad faith on the part of the Trustee or such officer, director and employee
arising out of or in connection with the acceptance or administration of this
trust or the performance of their duties hereunder, including the reasonable
costs and expenses of defending themselves against any claim of liability in the
premises. The obligations of the Company under this Section to compensate the
Trustee and to pay or reimburse the Trustee for reasonable expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Notes upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular Notes.

          When the Trustee incurs expenses or renders services after an Event of
Default, the expenses and the compensation for the services are intended to
constitute expenses of administration under any bankruptcy law.

          The provisions of this Section shall survive the termination of this
Indenture.

     SECTION 7.07.  Officers' Certificate as Evidence. Subject to the provisions
of Section 7.01, whenever in the administration of the provisions of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering any action to be taken
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

                                      41
<PAGE>

     SECTION 7.08.  Conflicting Interest of Trustee. The Trustee for the Notes
of any series issued hereunder shall be subject to the provisions of Section
310(b) of the Trust Indenture Act. Nothing herein shall prevent the Trustee from
filing with the Commission the application referred to in the second to last
paragraph of said Section 310(b).

     SECTION 7.09.  Eligibility of Trustee. There shall at all times be a
Trustee hereunder which shall be a corporation organized and doing business
under the laws of the United States or of any State or Territory thereof or of
the District of Columbia, which (a) is authorized under such laws to exercise
corporate trust powers and (b) is subject to supervision or examination by
Federal, State, Territorial or District of Columbia authority and (c) shall have
at all times a combined capital and surplus of not less than five million
dollars. If such corporation publishes reports of condition at least annually,
pursuant to law, or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation at any time shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.

     SECTION 7.10.  Resignation or Removal of Trustee.

               (a)  The Trustee, or any trustee or trustees hereafter appointed,
          may at any time resign with respect to one or more or all series of
          Notes by giving written notice of resignation to the Company. Upon
          receiving such notice of resignation the Company shall promptly
          appoint a successor trustee with respect to the applicable series of
          Notes by written instrument, in duplicate, executed by order of the
          Board of Directors of the Company, one copy of which instrument shall
          be delivered to the resigning Trustee and one copy to the successor
          trustee. If no successor trustee shall have been so appointed and have
          accepted appointment within thirty days after the receipt of such
          notice of resignation by the Company, the resigning Trustee may
          petition any court of competent jurisdiction for the appointment of a
          successor trustee, or any holder of Notes who has been a bona fide
          holder of a Note or Notes of the applicable series for at least six
          months may subject to the provisions of Section 6.04, on behalf of
          himself and all others similarly situated, petition any such court for
          the appointment of a successor trustee. Such court may thereupon,
          after such notice, if any, as it may deem proper and prescribe,
          appoint a successor trustee.

               (b)  In case at any time any of the following shall occur:

                    (1)  the Trustee shall fail to comply with the provisions of
               Section 7.08 with respect to any series of Notes after written
               request therefor by the Company or by any noteholder who has been
               a bona fide holder of a Note or Notes of such series for at least
               six months, or

                    (2)   the Trustee shall cease to be eligible in accordance
               with the provisions of Section 7.09 with respect to any series of
               Notes and shall fail

                                      42
<PAGE>

               to resign after written request therefor by the Company or by any
               such noteholder, or

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

         then, in any such case, the Company may remove the Trustee with respect
         to the applicable series of Notes and appoint a successor trustee with
         respect to such series by written instrument, in duplicate, executed by
         order of the Board of Directors of the Company, one copy of which
         instrument shall be delivered to the Trustee so removed and one copy to
         the successor trustee, or, subject to the provisions of Section 6.04,
         any noteholder of such series who has been a bona fide holder of a Note
         or Notes of the applicable series 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 and the
         appointment of a successor trustee with respect to such series. Such
         court may thereupon, after such notice, if any, as it may deem proper
         and prescribe, remove the Trustee and appoint a successor trustee.

               (c)  The holders of a majority in aggregate principal amount of
         the Notes of all series (voting as one class) at the time outstanding
         may at any time remove the Trustee with respect to Notes of all series
         and appoint a successor trustee with respect to the Notes of all
         series.

               (d)  Any resignation or removal of the Trustee and any
         appointment of a successor trustee pursuant to any of the provisions of
         this Section shall become effective upon the appointment of a successor
         trustee and the acceptance of appointment by the successor trustee as
         provided in Section 7.11.

               (e)  The Trustee shall be paid all amounts owed to it upon its
          removal or resignation.

     SECTION 7.11.  Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 7.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with like
effect as if originally named as trustee herein; but, nevertheless, on the
written request of the Company or of the successor trustee, the trustee ceasing
to act shall, upon payment of any amounts then due it pursuant to the provisions
of Section 7.06, execute and deliver an instrument transferring to such
successor trustee all the rights and powers of the trustee so ceasing to act.
Upon request of any such successor trustee, the Company shall execute any and
all instruments in writing in order more fully and certainly to vest in and
confirm to such

                                      43
<PAGE>

successor trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the provisions of Section
7.06.

          In case of the appointment hereunder of a successor trustee with
respect to the Notes of one or more (but not all) series, the Company, the
predecessor Trustee and each successor trustee with respect to the Notes of any
applicable series shall execute and deliver a Supplemental Indenture which shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the predecessor Trustee with
respect to the Notes of any series as to which the predecessor Trustee is not
retiring shall continue to be vested in the predecessor Trustee, and shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one trustee, it being understood that nothing herein or in such
Supplemental Indenture shall constitute such trustees co-trustees of the same
trust and that each such trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such trustee. The Trustee shall not be liable for the acts or omissions of any
successor trustee.

          No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09.

          Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall give notice of the succession of such trustee
hereunder to all holders of Notes of any applicable series in the manner
provided in Section 1.02. If the Company fails to give such notice in the
prescribed manner within 10 days after the acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be so given
at the expense of the Company.

     SECTION 7.12.  Successor By Merger, Etc. 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 the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be qualified under the provisions of Section
7.08 and eligible under the provisions of Section 7.09, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding. In case any Notes 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 Notes so authenticated with the
same effect as if such successor trustee had itself authenticated the Notes.

     SECTION 7.13.  Limitations on Rights of Trustee as Creditor. The Trustee
shall be subject to and shall comply with Section 311(a) of the Trust Indenture
Act.

     SECTION 7.14.  Notice of Default. Within 90 days after the occurrence of
any default hereunder with respect to Notes of any series, the Trustee shall
transmit to all noteholders of such series, in the manner and to the extent
provided in Section 1.02, notice of such default

                                      44
<PAGE>

hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that except in the case of a default in the payment
of the principal of (or premium, if any) or any interest of any Notes of such
series, or on the payment of any sinking or purchase fund installment, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the noteholders of such
series; and provided, further, that in the case of any default of the character
specified in clause (c) of Section 6.03 no such notice to noteholders shall be
given until at least 30 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, a Default or an Event of Default with
respect to Notes of such series.

                                ARTICLE EIGHT.
                          CONCERNING THE NOTEHOLDERS.

     SECTION 8.01.  Action by Noteholders. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Notes of any or all series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by noteholders in person or by agent or proxy appointed in writing, or
(b) by the record of the holders of Notes voting in favor thereof at any meeting
of noteholders duly called and held in accordance with the provisions of Article
Nine, or (c) by a combination of such instrument or instruments and any such
record of such a meeting of noteholders.

          In determining whether the holders of a specified percentage in
aggregate principal amount of the Notes have taken any action (including the
making of any demand or request, the waiving of any notice, consent or waiver or
the taking of any other action), the principal amount of a Note denominated in a
foreign currency or currency unit shall be the U.S. Dollar equivalent,
determined as of the date of original issuance of such Note, of the principal
amount of such Note.

     SECTION 8.02.  Proof of Execution By Noteholders. Subject to the provisions
of Sections 7.01, 7.02 and 9.05, proof of the execution of any instrument by a
noteholder or its agent or proxy shall be sufficient if made in accordance with
this Section 8.02. The fact and date of the execution by any such person of any
instrument may be proved by the certificate of any notary public, or other
officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths, that the person executing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or other such officer or by a certificate of any
officer of any trust company, bank, banker or recognized securities dealer,
satisfactory to the Trustee, who witnessed such execution. If such execution is
by an officer of a corporation, association or trust, a trustee of a trust or a
member of a partnership on behalf of such corporation, association, trust or
partnership, such certificate or affidavit shall also constitute sufficient
proof of his authority.

                                      45
<PAGE>

          The ownership of the Notes shall be proved by the Note Register or by
a certificate of the Note Registrar.

          The record of any noteholders' meeting shall be proved in the manner
provided in Section 9.06.

     SECTION 8.03.  Who Are Deemed Absolute Owners. The Company, the Trustee and
any agent of the Company or of the Trustee may deem the holder of any Note to
be, and may treat him as, the absolute owner of such Note (whether or not such
Note shall be overdue and notwithstanding any notation of ownership or other
writing thereon), for the purpose of receiving payment of or on account of the
principal of and interest on such Note and for all other purposes; and neither
the Company nor the Trustee nor any agent of the Company or of the Trustee shall
be affected by any notice to the contrary. All such payments so made to any
holder for the time being, or upon his order, shall be valid and, to the extent
of the sum or sums so paid, effectual to satisfy and discharge the liability for
moneys payable upon any such Note.

     SECTION 8.04.  Company-Owned Notes Disregarded. In determining whether the
holders of the required aggregate principal amount of Notes have concurred in
any direction, consent or waiver under this Indenture, Notes which are owned by
the Company or any other obligor on the Notes, or by any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on the Notes, shall be disregarded
and deemed not to be outstanding for the purpose of any such determination,
except that for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver only Notes which a
Responsible Officer of the Trustee knows are so owned shall be so disregarded.
Notes so owned which have been pledged in good faith may be regarded as
outstanding for the purposes of this Section if the pledgee shall establish to
the satisfaction of the Trustee the pledgee's right to vote such Notes and that
the pledgee is not a person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any such other
obligor. In the case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be full protection to the Trustee.

     SECTION 8.05.  Revocation of Consents; Future Noteholders Bound. At any
time prior to the taking of any action by the holders of the percentage in
aggregate principal amount of the Notes specified in this Indenture in
connection with such action, any holder of a Note the identifying number of
which is shown by the evidence to be included in the Notes the holders of which
have consented to such action may, by filing written notice with the Trustee at
its office and upon proof of holding as provided in Section 8.02, revoke such
action so far as concerns such Note. Except as aforesaid any such action taken
by the holder of any Note shall be conclusive and binding upon such holder and
upon all future holders and owners of such Note and of any Note issued in
exchange or substitution therefor irrespective of whether or not any notation in
regard thereto is made upon such Note. Any action taken by the holders of the
percentage in aggregate principal amount of the Notes specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee and the holders of all the Notes of each series affected
thereby.

     SECTION 8.06.  Record Date. The Company may, but shall not be obligated to,
set a record date for purposes of determining the identity of noteholders of any
series entitled to vote

                                      46
<PAGE>

or consent to any action by vote or consent or to otherwise take any action
under this Indenture authorized or permitted under this Indenture. Such record
date shall be the later of the date twenty days prior to the first solicitation
of such consent or vote or other action or the date of the most recent list of
holders of such Notes delivered to the principal corporate trust office of the
Trustee pursuant to Section 5.01 prior to such solicitation. If such a record
date is fixed, those persons who were noteholders at the close of business on
such record date shall be entitled to vote or consent or take such other action,
or to revoke any such action, whether or not such persons continue to be holders
after such record date, and for that purpose the outstanding Notes shall be
computed as of such record date.

                                 ARTICLE NINE.
                            NOTEHOLDERS' MEETINGS.

     SECTION 9.01.  Purposes of Meetings. A meeting of noteholders of any or all
series may be called at any time and from time to time pursuant to the
provisions of this Article for any of the following purposes:

          (1)  to give any notice to the Company or to the Trustee, or to give
any directions to the Trustee, or to waive any default or Event of Default
hereunder and its consequences, or to take any other action authorized to be
taken by noteholders pursuant to any of the provisions of Article Six;

          (2)  to remove the Trustee and appoint a successor trustee pursuant to
the provisions of Article Seven;

          (3)  to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 10.02; or

          (4)  to take any other action authorized to be taken by or on behalf
of the holders of any specified aggregate principal amount of the Notes of any
or all series, as the case may be, under any other provision of this Indenture
or under applicable law.

     SECTION 9.02.  Call of Meetings By Trustee. The Trustee may at any time
call a meeting of noteholders of any or all series to take any action specified
in Section 9.01, to be held at such time and at such place in the Borough of
Manhattan, the City of New York or in the City of Wilmington, Delaware, as the
Trustee shall determine. Notice of every meeting of the noteholders of any or
all series, setting forth the time and place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 1.02, not less than 20 nor more than 180 days prior
to the date fixed for the meeting.

     SECTION 9.03.  Call of Meetings by Company or Noteholders. In case at any
time the Company, pursuant to a Board Resolution, or the holders of at least 10%
in aggregate principal amount of the Notes of any or all series, as the case may
be, then outstanding, shall have requested the Trustee to call a meeting of
noteholders of any or all series to take any action authorized in Section 9.01,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 30 days after receipt of such request, then
the Company or the

                                      47
<PAGE>

holders of such Notes in the amount above specified may determine the time and
the place in said Borough of Manhattan or City of Wilmington, for such meeting
and may call such meeting for such purposes by giving notice thereof as provided
in Section 9.02.

     SECTION 9.04.  Qualification For Voting. To be entitled to vote at any
meeting of noteholders a person shall be a holder of one or more Notes of a
series with respect to which a meeting is being held or a person appointed by an
instrument in writing as proxy by such a holder. The only persons who shall be
entitled to be present or to speak at any meeting of the noteholders shall be
the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

     SECTION 9.05.  Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

          The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by noteholders as provided in Section 9.03, in which case the Company
or the noteholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the holders of a majority in principal
amount of the Notes represented at the meeting and entitled to vote.

          Subject to the provisions of Sections 8.01 and 8.04, at any meeting
each noteholder or proxy shall be entitled to one vote for each $1,000 (or the
U.S. Dollar equivalent thereof in connection with Notes issued in a foreign
currency or currency unit) Outstanding principal amount of Notes held or
represented by him, provided, however, that no vote shall be cast or counted at
any meeting in respect of any Note challenged as not outstanding and ruled by
the chairman of the meeting to be not outstanding. The chairman of the meeting
shall have no right to vote except as a noteholder or proxy. Any meeting of
noteholders duly called pursuant to the provisions of Section 9.02 or 9.03 may
be adjourned from time to time, and the meeting may be held as so adjourned
without further notice.

     SECTION 9.06.  Voting. The vote upon any resolution submitted to any
meeting of noteholders shall be by written ballot on which shall be subscribed
the signatures of the noteholders or proxies and on which shall be inscribed the
identifying number or numbers or to which shall be attached a list of
identifying numbers of the Notes held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of noteholders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that

                                      48
<PAGE>

said notice was given as provided in Section 9.02. The record shall be signed
and verified by the permanent chairman and secretary of the meeting and one of
the duplicates shall be delivered to the Company and the other to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting.

          Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

                                 ARTICLE TEN.
                            SUPPLEMENTAL INDENTURES

     SECTION 10.01. Supplemental Indentures Without Consent of Noteholders. The
Company, and the Trustee may from time to time and at any time enter into an
indenture or Supplemental Indenture (which shall conform to the provisions of
the Trust Indenture Act of 1939) for one or more of the following purposes:

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

               (b)  to add to the covenants of the Company such further
          covenants, restrictions, conditions or provisions as its Board of
          Directors and the Trustee shall consider to be for the protection of
          the holders of all, or any series of, Notes, and to make the
          occurrence, or the occurrence and continuance, of a Default in any of
          such additional covenants, restrictions, conditions or provisions a
          Default or an Event of Default with respect to Notes of any or all
          series permitting the enforcement of all or any of the several
          remedies provided in this Indenture as herein set forth, with such
          period of grace, if any, and subject to such conditions as such
          Supplemental Indenture may provide;

               (c)  to add to or change any of the provisions of this Indenture
          to provide for the issuance under this Indenture of Notes, whether or
          not then outstanding, in bearer form, to add, modify or eliminate any
          restrictions on the payment of principal of Notes in registered form,
          and to provide for exchangeability of such Notes with Notes issued
          hereunder and to make all appropriate changes for such purpose to
          permit or facilitate the issuance of Notes in uncertificated form,
          provided any such action shall not adversely affect the interests of
          the holders of Notes of any series in any material respect;

               (d)  to cure any ambiguity or to correct or supplement any
          provision contained herein or in any Supplemental Indenture which may
          be defective or inconsistent with any other provision contained herein
          or in any Supplemental Indenture; or to make such other provisions in
          regard to matters or questions arising under this Indenture as shall
          not adversely affect the interests of the holders of the Notes
          including provisions necessary or desirable to provide for or
          facilitate the administration of the trusts hereunder;

                                      49
<PAGE>

               (e)  to evidence and provide for the acceptance and appointment
          hereunder by a successor trustee with respect to the Notes of one or
          more series and to add or change any 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 Section
          7.11;

               (f)  to change or eliminate any provision of this Indenture,
          provided that any such change or elimination (i) shall become
          effective only when there is no Note outstanding of any series created
          prior to the execution of such Supplemental Indenture which is
          entitled to the benefit of such provision or (ii) shall not adversely
          apply to any Note outstanding;

               (g)  to modify, eliminate or add to the provisions of this
          Indenture to such extent as shall be necessary to effect the
          qualification of this Indenture under the Trust Indenture Act, or
          under any similar Federal statute hereafter enacted, and to add to
          this Indenture such other provisions as may be expressly permitted by
          the Trust Indenture Act, excluding however, the provisions referred to
          in Section 316(a)(2) of the Trust Indenture Act or any corresponding
          provision in any similar Federal statute hereafter enacted;

               (h)  to add to, delete from, or revise the terms of Notes of any
          series as permitted by Section 2.01, including, without limitation,
          any terms relating to the issuance, exchange, registration or transfer
          of Notes issued in whole or in part in the form of one of more Global
          Notes and the payment of any principal thereof, or interest (or
          premium), if any, thereon;

               (i)  to provide for uncertificated Notes in addition to or in
          place of certificated Notes;

               (j)  to provide for the issuance of and establish the form and
          terms and conditions of the Notes of any series, to establish the form
          of any certifications required to be furnished pursuant to the terms
          of this Indenture or any series of Notes, or to add to the rights of
          the holders of any series of Notes.

          The Trustee is hereby authorized to join with the Company in the
execution of any such Supplemental Indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such Supplemental
Indenture which adversely affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise. No Supplemental Indenture shall be effective
as against the Trustee unless and until the Trustee has duly executed and
delivered the same.

          Any Supplemental Indenture authorized by the provisions of this
Section may be executed by the Company and the Trustee without the consent of
the holders of any of the Notes at the time outstanding, notwithstanding any of
the provisions of Section 10.02.

                                      50
<PAGE>

     SECTION 10.02. Supplemental Indentures With Consent of Noteholders. With
the consent (evidenced as provided in Section 8.01) of the holders of not less
than 66 2/3% in aggregate principal amount of the Notes of all series at the
time outstanding affected by a Supplemental Indenture (voting as one class), the
Company, when authorized by a Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or Supplemental Indenture (which
shall conform to the provisions of the Trust Indenture Act of 1939 as in force
at the date of the execution thereof) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any Supplemental Indenture or of modifying in any manner the
rights of the holders of the Notes of each such series; provided, however, that
no such Supplemental Indenture shall (i) extend the fixed maturity of any Notes,
or reduce the principal amount thereof (and premium, if any) or reduce the rate
or extend the time of payment of any interest thereon, without the consent of
the holder of each Note so affected, or (ii) reduce the aforesaid percentage of
Notes, the consent of the holders of which is required for any such Supplemental
Indenture, or the percentage required for the consent of the holders pursuant to
Section 6.13 to waive defaults, without the consent of the holders of each Note
so affected.

          Upon the request of the Company, accompanied by a copy of a Board
Resolution certified by the Secretary or an Assistant Secretary of the Company
authorizing the execution of any such Supplemental Indenture, and upon the
filing with the Trustee of evidence of the consent of noteholders as aforesaid,
the Trustee shall join with the Company in the execution of such Supplemental
Indenture unless such Supplemental Indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
Supplemental Indenture.

          It shall not be necessary for the consent of the noteholders under
this Section to approve the particular form of any proposed Supplemental
Indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

          Promptly after the execution by the Company and the Trustee of any
Supplemental Indenture pursuant to the provisions of this Section, the Company
shall give notice thereof in the manner provided in Section 1.02, setting forth
in general terms the substance of such Supplemental Indenture to all noteholders
of each series so affected. Any failure of the Company so to give such notice,
or any defect therein, shall not, however, in any way impair or affect the
validity of any such Supplemental Indenture.

     SECTION 10.03. Compliance With Trust Indenture Act; Effect of Supplemental
Indentures. Any Supplemental Indenture executed pursuant to the provisions of
this Article Ten shall comply with the Trust Indenture Act. Upon the execution
of any Supplemental Indenture pursuant to the provisions of this Article Ten,
this Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the holders
of Notes shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such Supplemental Indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

                                      51
<PAGE>

          The Trustee, subject to the provisions of Sections 7.01 and 7.02,
shall be entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel or a Company Order and Opinion of Counsel as conclusive
evidence that any such Supplemental Indenture complies with the provisions of
this Article Ten.

     SECTION 10.04. Notation on Notes. Notes of any series authenticated and
delivered after the execution of any Supplemental Indenture pursuant to the
provisions of this Article Ten may bear a notation in form approved by the
Company as to any matter provided for in such Supplemental Indenture. New Notes
of any series so modified as to conform, in the opinion of the Board of
Directors of the Company, to any modification of this Indenture contained in any
such Supplemental Indenture may be prepared by the Company, authenticated by the
Trustee and delivered, without charge to the noteholders, in exchange for the
Notes of such series then Outstanding.

                                ARTICLE ELEVEN.
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     SECTION 11.01. Company May Consolidate, Etc., on Certain Terms. The Company
covenants that it will not merge or consolidate with any other corporation or
sell or convey all or substantially all of its assets to any person unless (i)
either the Company shall be the continuing corporation, or the successor
corporation (if other than the Company) shall be a corporation organized and
existing under the laws of the United States of America or a state thereof and
such corporation shall expressly assume the due and punctual payment of the
principal of and interest on all the Notes, according to their tenor, and the
due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company by Supplemental
Indenture satisfactory to the Trustee, executed and delivered to the Trustee by
such corporation and (ii) the Company or such successor corporation, as the case
may be, shall not, immediately after such merger or consolidation, or such sale
or conveyance, be in default in the performance of any such covenant or
condition.

     SECTION 11.02. Successor Corporation to be Substituted for Company. In case
of any such consolidation, merger, sale or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Notes issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes
which previously shall have been signed and delivered by the officers of the
Company to the Trustee for authentication, and any Notes which such successor
corporation thereafter shall cause to be signed and delivered to the Trustee for
that purpose. All of the Notes, so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Notes, if any, theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Notes had been issued at the date of the execution hereof. In case of
any such

                                      52
<PAGE>

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

     SECTION 11.03. Opinion of Counsel to be Given Trustee. The Trustee, subject
to the provisions of Sections 7.01 and 7.02, shall receive an Opinion of Counsel
as conclusive evidence that any such consolidation, merger, sale or conveyance,
and any such assumption, complies with the provisions of this Article Eleven and
that all conditions precedent herein provided for relating to such transaction
have been complied with.

                                ARTICLE TWELVE.
          SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.

     SECTION 12.01. Discharge of Indenture. If at any time (a) the Company shall
have delivered to the Trustee for cancellation all Notes of any series
theretofore authenticated (other than any Notes of such series appertaining
thereto which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.08) or (b) all such Notes of such
series not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company shall deposit or cause to be deposited with the Trustee as trust funds
the entire amount (other than moneys repaid by the Trustee or any paying agent
to the Company in accordance with Section 12.04) sufficient to pay at maturity
or upon redemption all Notes of such series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and
interest, if any, due or to become due to such date of maturity or date fixed
for redemption, as the case may be, and if in either case the Company shall also
pay or cause to be paid all other sums payable hereunder by the Company with
respect to such series, then this Indenture shall cease to be of further effect
with respect to the Notes of such series, and the Trustee, on demand of and at
the cost and expense of the Company and subject to Section 1.02, shall execute
proper instruments acknowledging satisfaction of and discharging this Indenture
with respect to the Notes of such series. The Company agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred by
the Trustee in connection with this Indenture or the Notes of such series.
Notwithstanding the satisfaction and discharge of this Indenture with respect to
the Notes of any series or of all series, the obligations of the Company to the
Trustee under Section 7.06 shall survive.

          The Company will deliver to the Trustee an Officers' Certificate and
an Opinion of Counsel which together shall state that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture
have been complied with.

     SECTION 12.02. Deposited Moneys To Be Held In Trust By Trustee. All moneys
deposited with the Trustee pursuant to Section 12.01 shall be held in trust and
applied by it to the payment, either directly or through any Paying Agent
(including the Company if acting as its own Paying Agent), to the holders of the
particular Notes for the payment or redemption of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for
principal (and premium, if any) and interest, if any.

                                      53
<PAGE>

     SECTION 12.03. Paying Agent to Repay Moneys Held. In connection with the
satisfaction and discharge of this Indenture with respect to Notes of any
series, all moneys with respect to such Notes then held by any Paying Agent
under the provisions of this Indenture shall, upon demand of the Company, be
repaid to it or paid to the Trustee and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

     SECTION 12.04. Return of Unclaimed Moneys. Any moneys deposited with or
paid to the Trustee or any Paying Agent for the payment of the principal of or
interest, if any, on any Note and not applied but remaining unclaimed for two
years after the date upon which such principal (and premium, if any) or
interest, if any, shall have become due and payable, shall, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, be repaid to the Company by the Trustee or such Paying Agent on
demand, and the holder of such Note shall thereafter look only to the Company
for any payment which such holder may be entitled to collect and all liability
of the Trustee or any Paying Agent with respect to such moneys shall thereupon
cease.

     SECTION 12.05. Satisfaction, Discharge and Defeasance of Notes of Any
Series. Unless, as specified pursuant to Section 2.01, provision is made that
defeasance of the Notes of a series under this section shall not apply to the
Notes of such series, this Section 12.05 shall be applicable to the Outstanding
Notes of all series upon compliance with the conditions set forth below.

          At the Company's option, either (a) the Company shall be deemed to
have paid and discharged the entire indebtedness on all the outstanding Notes of
any such series and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of such indebtedness
or (b) the Company shall cease to be under any obligation to comply with any
term, provision, condition or covenant specified as contemplated by Section
2.01, when

          (1)  either

                    (A)  with respect to all outstanding Notes of such series,
               (i) the Company has deposited or caused to be deposited with the
               Trustee as trust funds in trust for the purpose an amount (in
               such currency in which such outstanding Notes are then specified
               as payable at stated maturity) sufficient to pay and discharge
               the entire indebtedness of all outstanding Notes of such series
               for principal (and premium, if any) and interest, if any, to the
               stated maturity or any Redemption Date as contemplated by the
               last paragraph of this Section 12.05, as the case may be; or (ii)
               the Company has deposited or caused to be deposited with the
               Trustee as obligations in trust for the purpose such amount of
               direct noncallable obligations of, or noncallable obligations the
               payment of principal of and interest on which is fully guaranteed
               by, the United States of America, or to the payment of which
               obligations or guarantees the full faith and credit of the United
               States of America is pledged, maturing as to principal and
               interest in such amounts and at such times as will, together with
               the income to accrue thereon (but without reinvesting any
               proceeds thereof),

                                      54
<PAGE>

               be sufficient to pay and discharge the entire indebtedness on all
               outstanding Notes of such series for principal (and premium, if
               any), interest, if any, to the stated maturity or any Redemption
               Date as contemplated by the last paragraph of this Section 12.05,
               as the case may be; or

                    (B)  the Company has properly fulfilled such other terms and
               conditions to the satisfaction and discharge as is specified, as
               contemplated by Section 2.01, as applicable to the Notes of such
               series, and

          (2)  The Company has paid or caused to be paid all other sums payable
with respect to the outstanding Notes of such series, and

          (3)  The Company has delivered to the Trustee an Opinion of Counsel
stating that (i) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling or (ii) since the date of execution of
this Indenture, there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the holders of the outstanding Notes of such series
will not recognize income, gain or loss for Federal income tax purposes as a
result of such deposit, defeasance and discharge and will be subject to Federal
income tax on the same amounts and in the same manner and at the same times, as
would have been the case if such deposit, defeasance and discharge had not
occurred, and

          (4)  The Company has delivered to the Trustee an Officer's Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of the entire
indebtedness on all outstanding Notes of any such series have been complied
with.

          Any deposits with the Trustee referred to in Section 12.05(1)(A) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any outstanding
Notes of such series are to be redeemed prior to their stated maturity, whether
pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement or otherwise, the applicable escrow trust
agreement shall provide therefore and the Company shall make such arrangements
as are satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

                               ARTICLE THIRTEEN.
             IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
                                  DIRECTORS.

     SECTION 13.01. Indenture and Notes Solely Corporate Obligations. No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture, or in any Note, or because of any indebtedness evidenced thereby,
shall be had against any incorporator, or against any past, present or future
stockholder, officer or director, as such, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation,

                                      55
<PAGE>

under any rule of law, statute or constitutional provision or by the enforcement
of any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the Notes by
the holders thereof and as part of the consideration for the issue of the Notes.

                               ARTICLE FOURTEEN.
                     CONVERSION OF CONVERTIBLE SECURITIES.

     SECTION 14.01. Applicability of Article. If a Board Resolution or
Supplemental Indenture pursuant to Section 2.01 provides that the Notes of a
series shall be Convertible Securities, Notes of such series shall be
convertible in accordance with their terms and (except as otherwise specified in
such a Board Resolution or Supplemental Indenture) in accordance with this
Article.

     SECTION 14.02. Right to Convert. Subject to and upon compliance with the
provisions of this Article, the holder of any Convertible Security shall have
the right, at such holder's option, at any time prior to the close of business
on the date set forth in the Board Resolution or supplemental Indenture
delivered pursuant to Section 2.01 hereof (or if such Convertible Security is
called for redemption or submitted for repayment pursuant to the Repayment
Option, then in respect of such Convertible Security to and including but not
after the close of business on the Redemption Date or the date the irrevocable
notice of exercise of the Repayment Option is delivered to the Company, as the
case may be, unless the Company shall default in the payment due) to convert the
principal amount of any such Convertible Security, or, in the case of any
Convertible Security of a denomination greater than $1,000, any portion of such
principal which is $1,000 or an integral multiple thereof, into that number of
fully paid and nonassessable shares of Common Stock (as such shares shall then
be constituted) obtained by dividing the principal amount of the Convertible
Security or portion thereof surrendered for conversion by the Conversion Price,
by surrender of the Convertible Security so to be converted in whole or in part
in the manner provided in Section 14.03. Such conversion shall be effected by
the Company.

     SECTION 14.03. Exercise of Conversion Privilege; Delivery of Common Stock
on Conversion; No Adjustment for Interest or Dividends. In order to exercise the
conversion privilege, the holder of any Convertible Security to be converted in
whole or in part shall surrender such Convertible Security at an office or
agency maintained by the Company pursuant to Section 4.04, accompanied by the
funds, if any, required by the last paragraph of this Section, together with
written notice of conversion in the form provided on the Convertible Securities,
that the holder elects to convert such Convertible Security or the portion
thereof specified in said notice. Such notice shall also state the name or names
(with address) in which the certificate or certificates for shares of Common
Stock which shall be deliverable on such conversion shall be registered, and
shall be accompanied by transfer taxes, if required pursuant to Section 14.08.
Each Convertible Security surrendered for conversion shall, unless the shares
deliverable on conversion are to be registered in the same name as the
registration of such Convertible Security, be duly endorsed by, or accompanied
by instruments of transfer in form satisfactory to the Company duly executed by,
the holder or such holder's duly authorized attorney.

          As promptly as practicable after the surrender of such Convertible
Security and the receipt of such notice and funds, if any, as aforesaid, the
Company shall deliver at such office

                                      56
<PAGE>

or agency to such holder, or on such holder's written order, a certificate or
certificates for the number of full shares deliverable upon the conversion of
such Convertible Security or portion thereof in accordance with the provisions
of this Article and a check or cash in respect of any factional interest in
respect of a share of Common Stock arising upon such conversion as provided in
Section 14.04. In case any Convertible Security of a denomination greater than
$1,000 shall be surrendered for partial conversion, the Company shall execute
and the Trustee shall authenticate and deliver to or upon the written order of
the holder of the Convertible Security so surrendered, without charge to such
Holder, a new Convertible Security or Convertible Securities in authorized
denominations in an aggregate principal amount equal to the unconverted portion
of the surrendered Convertible Security.

          Each conversion shall be deemed to have been effected on the date on
which such Convertible Security shall have been surrendered (accompanied by the
funds, if any, required by the last paragraph of this Section) and such notice
shall have been received by the Company, as aforesaid, and the person in whose
name any certificate or certificates for shares of Common Stock shall be
registrable upon such conversion shall be deemed to have become on said date the
holder of record of the shares represented thereby; provided, however, that any
such surrender on any date when the stock transfer books of the Company shall be
closed shall constitute the person in whose name the certificates are to be
registered as the record holder thereof for all purposes on the next succeeding
day on which stock transfer books are open, but such conversion shall be at the
Conversion Price in effect on the date upon which such Convertible Security
shall have been surrendered.

          Any Convertible Security or portion thereof surrendered for conversion
during the period from the close of business on the Regular Record Date for any
Interest Payment Date shall (unless such Convertible Security or portion thereof
being converted shall have been called for redemption or submitted for repayment
pursuant to the Repayment Option on a date in such period) be accompanied by
payment, in legal tender or other funds acceptable to the Company, of an amount
equal to the interest otherwise payable on such Interest Payment Date on the
principal amount being converted; provided, however, that no such payment need
be made if there shall exist at the time of conversion a default on the payment
of interest on the Convertible Securities. An amount equal to such payment shall
be paid by the Company on such Interest Payment Date to the holder of such
Convertible Security on such Regular Record Date; provided, however, that if the
Company shall default in the payment of interest on such Interest Payment Date,
such amount shall be paid to the person who made such required payment. Except
as provided above in this Section, no adjustment shall be made for interest
accrued on any Convertible Security converted or for dividends on any shares
issued upon the conversion of such Convertible Security as provided in this
Article.

     SECTION 14.04. Cash Payments in Lieu of Fractional Shares. No fractional
shares of Common Stock or scrip representing fractional shares shall be
delivered upon conversion of Convertible Securities. If more than one
Convertible Security shall be surrendered for conversion at one time by the same
holder, the number of full shares which shall be deliverable upon conversion
shall be computed on the basis of the aggregate principal amount of the
Convertible Securities (or specified portions thereof to the extent permitted
hereby) so surrendered. If any fractional share of stock would be deliverable
upon the conversion of any

                                      57
<PAGE>

Convertible Security or Convertible Securities, the Company shall make an
adjustment therefor in cash at the current market value of such fractional share
of stock. The market value of a share of Common Stock shall be the Closing Price
on the Business Day immediately preceding the day on which the Convertible
Securities (or specified portions thereof) are deemed to have been converted.

     SECTION 14.05. Conversion Price. The Conversion Price shall be as specified
in the form of Convertible Security hereinafter set forth, subject to adjustment
as provided in this Article.

     SECTION 14.06. Adjustment to Conversion Price. The Conversion Price shall
be adjusted from time to time as follows:

               (a)  In case the Company shall (i) pay a dividend or make a
          distribution on the Common Stock in shares of its Capital Stock
          (whether shares of Common Stock or of Capital Stock of any other
          class), (ii) subdivide or reclassify its outstanding Common Stock into
          a greater number of securities (including Common Stock), or (iii)
          combine or reclassify its outstanding Common Stock into a smaller
          number of securities (including Common Stock), the Conversion Price in
          effect immediately prior thereto shall be adjusted so that the holder
          of any Convertible Security thereafter surrendered for conversion
          shall be entitled to receive the number of shares of Capital Stock of
          the Company which such holder would have owned or have been entitled
          to receive after the happening of any of the events described above
          had such Convertible Security been converted immediately prior to the
          happening of such event. An adjustment made pursuant to this
          subsection (a) shall become effective immediately after the record
          date in the case of a dividend and shall become effective immediately
          after the effective date in the case of a subdivision or combination.
          If, as a result of an adjustment made pursuant to this subsection (a),
          the holder of any Convertible Security thereafter surrendered for
          conversion shall become entitled to receive shares of two or more
          classes of Capital Stock of the Company, the Board of Directors of the
          Company (whose determination shall be conclusive and shall be
          described in a written statement filed with the Trustee and any
          conversion agent) shall determine the allocation of the adjusted
          Conversion Price between or among shares of such classes of Capital
          Stock.

          In the event that at any time, as a result of an adjustment made
pursuant to this subsection (a) of this Section 14.06, the holder of any
Convertible Security thereafter converted shall become entitled to receive any
shares or other securities of the Company other than shares of Common Stock,
thereafter the number of such other shares so received upon conversion of any
Convertible Security shall be subject to adjustment from time to time in any
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the shares of Common Stock contained in this Section 14.06, and other
provisions of this Article Fourteen with respect to the shares of Common Stock
shall apply on like terms to any such other shares or other securities.

                                      58
<PAGE>

               (b)  In case the Company shall fix a record date for the issuance
          of rights or warrants to all holders of its Common Stock (or
          securities convertible into Common Stock) entitling them (for a period
          expiring within 45 days after such record date) to subscribe for or
          purchase Common Stock at a price per share (or a conversion price per
          share) less than the current market price per share of Common Stock
          (as defined in subsection (d) below) at such record date, the
          Conversion Price in effect immediately prior thereto shall be adjusted
          so that the same shall equal the price determined by multiplying the
          Conversion Price in effect immediately prior to such record date by a
          fraction of which the numerator shall be the number of shares of
          Common Stock outstanding on such record date plus the number of shares
          which the aggregate offering price of the total number of shares so
          offered (or the aggregate initial conversion price of the convertible
          securities so offered) would purchase at such current market price,
          and of which the denominator shall be the number of shares of Common
          Stock outstanding on such record date plus the number of additional
          shares of Common Stock offered for subscription or purchase (or into
          which the convertible securities so offered are initially
          convertible). Such adjustment shall be made successively whenever such
          a record is fixed, and shall become effective immediately after such
          record date. In determining whether any rights or warrants entitle the
          holders to subscribe for or purchase shares of Common Stock at less
          than such current market price, and in determining the aggregate
          offering price of such shares, there shall be taken into account any
          consideration determined by the Board of Directors of the Company.
          Common Stock owned by or held for the account of the Company or any
          majority owned subsidiary shall not be deemed outstanding for the
          purpose of any adjustment required under this subsection (b).

               (c)  In case the Company shall fix a record date for making a
          distribution to all holders of its Common Stock evidences of its
          indebtedness or assets (excluding regular quarterly or other periodic
          or recurrent cash dividends or distributions paid from retained
          earnings of the Company or dividends or distributions referred to in
          subsection (a) above) or rights or warrants to subscribe or purchase
          (excluding those referred to in subsection (b) above), then in each
          case the Conversion Price shall be adjusted so that the same shall
          equal the price determined by multiplying the Conversion Price in
          effect immediately prior to such record date by a fraction of which
          the numerator shall be the current market price per share (as defined
          in subsection (d) below) of the Common Stock on such record date less
          the then fair market value (as determined by the Board of Directors of
          the Company whose determination shall be conclusive, and described in
          a certificate filed with the Trustee) of the portion of the assets or
          evidences of indebtedness so distributed or of such rights or warrants
          applicable to one share of Common Stock, and the denominator shall be
          the current market price per share (as defined in subsection (d)
          below) of the Common Stock. Such adjustment shall be made successively
          when ever such a record date is fixed and shall become effective
          immediately after such record date. Notwithstanding the foregoing, in
          the event that the Company shall distribute any rights or warrants to
          acquire Capital Stock ("Rights") pursuant to this subsection (c), the
          distribution of

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<PAGE>

          separate certificates representing such Rights subsequent to their
          initial distribution (whether or not such distribution shall have
          occurred prior to the date of the issuance of such Convertible
          Securities) shall be deemed to be the distribution of such Rights for
          purposes of this subsection (c); provided that the Company may, in
          lieu of making any adjustment pursuant to this subsection (c) upon a
          distribution of separate certificates representing such Rights, make
          proper provision so that each holder of such Convertible Security who
          converts such Convertible Security (or any portion thereof) (i) before
          the record date for such distribution of separate certificates shall
          be entitled to receive upon such conversion shares of Common Stock
          issued with Rights and (ii) after such record date and prior to the
          expiration, redemption or termination of such Rights shall be entitled
          to receive upon such conversion, in addition to the shares of Common
          Stock issuable upon such conversion, the same number of such Rights as
          would a holder of the number of shares of Common Stock that such
          Convertible Security so converted would have entitled the holder
          thereof to purchase in accordance with the terms and provisions of and
          applicable to the Rights if such Convertible Security were converted
          immediately prior to the record date for such distribution. Common
          Stock owned by or held for the account of the Company or any majority
          owned subsidiary shall not be deemed outstanding for the purpose of
          any adjustment required under this subsection (c).

               (d)  For the purpose of any computation under subsection (b) and
          (c) above, the current market price per share of Common Stock at any
          date shall be deemed to be the average of the daily Closing Prices for
          the thirty Business Days ending the second day immediately before the
          day in question. The Closing Price for any day shall be (i) if the
          Common Stock is listed or admitted for trading on any national
          securities exchange or the National Market System of the National
          Association of Securities Dealers, Inc. Automated Quotation System
          ("NASDAQ"), the last sale price (regular way), or the average of the
          closing bid and ask prices if no sale occurred, of Common Stock on the
          principal securities exchange on which the Common Stock is listed,
          (ii) if not listed as described in (i), the mean between the closing
          high bid and low asked quotations of Common Stock on NASDAQ, or any
          similar system or automated dissemination of quotations of securities
          prices then in common use, if so quoted, or (iii) if not quoted as
          described in clause (ii), the mean between the high bid and low asked
          quotations for Common Stock as reported by the National Quotation
          Bureau Incorporated if at least two securities dealers have inserted
          both bid and asked quotations for Common Stock on at least 5 of the 10
          preceding days. If none of the conditions set forth above is met, the
          Closing Price of Common Stock on any day or the average of such
          Closing Prices for any period shall be the fair market value of Common
          Stock as determined by the Board of Directors of the Company.

               (e)  (i) No adjustment in the Conversion Price shall be required
          unless such adjustment would require an increase or decrease of at
          least 1% in such price; provided, however, that any adjustments which
          by reason of this subsection (e)(i) are not required to be made shall
          be carried forward and taken into account

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          in any subsequent adjustment; further provided, however, that any
          adjustments which by reason of this subsection (e)(i) are not
          otherwise required to be made shall be made no later than 3 years
          after the date on which occurs an event that requires an adjustment to
          be made or carried forward.

                         (ii)  All calculations under this Article Fourteen
                    shall be made to the nearest cent or to the nearest one-
                    hundredth of a share, as the case may be. Anything in this
                    Section 14.06 to the contrary notwithstanding, the Company
                    shall be entitled to make such reductions in the Conversion
                    Price, in addition to those required by this Section 14.06,
                    as it in its discretion shall determine to be advisable in
                    order that any stock dividends, subdivision of shares,
                    distribution of rights to purchase stock or securities, or
                    distribution of securities convertible into or exchangeable
                    for stock hereafter made by the Company to its stockholders
                    shall not be taxable.

               (f)  Whenever the Conversion Price is adjusted, as herein
          provided, the Company shall promptly file with the Trustee and any
          conversion agent other than the Trustee an Officers' Certificate
          setting forth the Conversion Price after such adjustment and setting
          forth a brief statement of the facts requiring such adjustment.
          Promptly after delivery of such certificate, the Company shall prepare
          a notice of such adjustment of the Conversion Price setting forth the
          adjusted Conversion Price and the date on which such adjustment
          becomes effective and shall mail such notice of such adjustment of the
          Conversion Price to the holder of each Convertible Security at such
          holder's last address appearing on the Note Register provided for in
          Section 2.07 of this Indenture.

               (g)  In any case in which this Section 14.06 provides that an
          adjustment shall become effective immediately after a record date for
          an event, the Company may defer until the occurrence of such event (i)
          delivering to the holder of any Convertible Security converted after
          such record date and before the occurrence of such event the
          additional shares of Common Stock deliverable upon such conversion by
          reason of the adjustment required by such event over and above the
          Common Stock deliverable upon such conversion before giving effect to
          such adjustment and (ii) paying to such holder any amount in cash in
          lieu of any fraction pursuant to Section 14.04, provided, however,
          that the Company shall deliver to such holder a due bill or other
          appropriate instrument evidencing such holder's rights to receive such
          additional shares, and such cash, upon the occurrence of the event
          requiring such adjustment. If such event does not occur, no
          adjustments shall be made pursuant to this Section 14.06.

     SECTION 14.07. Effect of Reclassification, Consolidation, Merger or Sale.
If any of the following events occur, namely (i) any reclassification or change
of outstanding shares of Common Stock deliverable upon conversion of the
Convertible Securities (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a

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subdivision or combination, but including any change in the shares of Common
Stock into two or more classes or series of securities), (ii) any consolidation
or merger to which the Company is a party (other than a consolidation or merger
in which the Company is the continuing corporation and which does not result in
any reclassification of, or change (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a result of
a subdivision or combination) in, outstanding shares of its Common Stock) or
(iii) any sale or conveyance of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation; then the Company or such
successor or purchasing corporation, as the case may be, shall execute with the
Trustee a Supplemental Indenture (which shall conform to the Trust Indenture Act
as in force at the date of execution of such Supplemental Indenture and comply
with the provisions of Article Ten) providing that each Convertible Security
shall be convertible into the kind and amount of shares of stock and other
securities or property, including cash, receivable upon such reclassification,
change, consolidation, merger, sale or conveyance by a holder of a number of
shares of Common Stock deliverable upon conversion of such Convertible
Securities immediately prior to such reclassification, change, consolidation,
merger, sale or conveyance. Such Supplemental Indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article. The Company shall cause notice of the
execution of such Supplemental Indenture to be mailed to each holder of
Convertible Securities, at his last address appearing on the Note Register
provided for in Section 2.07 of this Indenture.

          The above provisions of this Section shall similarly apply to
successive reclassifications, consolidations, mergers and sales.

     SECTION 14.08. Taxes on Shares Issued. The delivery of stock certificates
on conversion of Convertible Securities shall be made without charge to the
holder converting a Convertible Security for any tax in respect of the issue
thereof. The Company shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the delivery of stock registered
in any name other than of the holder of any Convertible Security converted, and
the Company shall not be required to deliver any such stock certificate unless
and until the person or persons requesting the delivery thereof shall have paid
to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

     SECTION 14.09. Shares to be Fully Paid; Compliance with Governmental
Requirements; Listing of Common Stock. The Company covenants that all shares of
Common Stock which may be delivered upon conversion of Convertible Securities
will upon delivery be fully paid and nonassessable by the Company and free from
all taxes, liens and charges with respect to the issue thereof.

          The Company covenants that if any shares of Common Stock to be
provided for the purpose of conversion of Convertible Securities hereunder
require registration with or approval of any governmental authority under any
Federal or state law before such shares may be validly delivered upon
conversion, the Company will in good faith and as expeditiously as possible
endeavor to secure such registration or approval, as the case may be.

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<PAGE>

          The Company further covenants that it will, if permitted by the rules
of any national stock exchange or the National Association of Securities
Dealers, Inc., qualify for trading on any national stock exchange or NASDAQ on
which the common stock is qualified for trading, upon official notice of
issuance, all Common Stock deliverable upon conversion of the Convertible
Securities.

     SECTION 14.10. Responsibility of Trustee. Neither the Trustee nor any
authenticating agent nor any conversion agent shall at any time be under any
duty or responsibility to any holder of Convertible Securities to determine
whether any facts exist which may require any adjustment of the Conversion
Price, or with respect to the nature or extent of any such adjustment when made,
or with respect to the method employed, or herein or in any Supplemental
Indenture provided to be employed, in making the same. Neither the Trustee nor
any authenticating agent nor any conversion agent shall be accountable with
respect to the validity or value (or the kind or amount) of any shares of Common
Stock, or of any securities or property, which may at any time be delivered upon
the conversion of any Convertible Security; and neither the Trustee nor any
authenticating agent nor any conversion agent makes any representation with
respect thereto. Subject to the provisions of Section 7.01, neither the Trustee
nor any authenticating agent nor any conversion agent shall be responsible for
any failure of the Company to deliver any shares of Common Stock or stock
certificates or other securities or property or cash upon the surrender of any
Convertible Security for the purpose of conversion or for any failure of the
Company to comply with any of the covenants contained in this Article.

     SECTION 14.11. Notice to Holders Prior to Certain Actions. In case:

               (a)  the Company shall declare a dividend (or any other
          distribution) on the Common Stock (other than in cash out of its
          current or retained earnings); or

               (b)  the Company shall authorize the granting to the holders of
          the Common Stock of rights or warrants to subscribe for or purchase
          any share of any class or any other rights or warrants; or

               (c)  of any reclassification or change of the Common Stock (other
          than a subdivision or combination of its outstanding Common Stock, or
          a change in par value, or from par value to no par value, or from no
          par value to par value) or, of any consolidation or merger to which
          the Company is a party and for which approval of any stockholders of
          the Corporation is required or for the sale or transfer of all or
          substantially all of the assets of the Company; or

               (d)  of the voluntary or involuntary dissolution, liquidation or
          winding up of the Company; the Company shall cause to be filed with
          the Trustee and the Company shall cause to be mailed to each holder of
          Convertible Securities at his last address appearing on the Note
          Register provided for in Section 2.07 of this Indenture, as promptly
          as possible but in any event no less than fifteen days prior to the
          applicable date hereinafter specified, a notice stating (x) the date
          on which a record is to be taken for the purpose of such dividend,
          distribution or rights or warrants, or, if a record is not to be
          taken, the date as of which the holders of Common Stock of record to
          be entitled to such dividend, distribution or rights are

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<PAGE>

          to be determined, or (y) the date on which such reclassification,
          consolidation, merger, sale, transfer, dissolution, liquidation or
          winding up is expected to become effective, and the date as of which
          it is expected that holders of Common Stock of record shall be
          entitled to exchange their Common Stock for securities or other
          property deliverable upon such reclassification, consolidation,
          merger, sale, transfer, dissolution, liquidation or winding up.
          Failure to give such notice, or any defect therein, shall not affect
          the legality or validity of such dividend, distribution,
          reclassification, consolidation, merger, sale, transfer, dissolution,
          liquidation or winding up or any adjustment in the Conversion Price
          required by this Article Fourteen.

     SECTION 14.12. Covenant to Reserve Shares. The Company covenants that it
will at all times reserve and keep available, free from pre-emptive rights, out
of its authorized but unissued Common Stock, such number of shares of Common
Stock as shall then be deliverable upon the conversion of all outstanding
Convertible Securities.

                               ARTICLE FIFTEEN.
                           MISCELLANEOUS PROVISIONS.

     SECTION 15.01. Benefits of Indenture Restricted to Parties and Holders.
Nothing in this Indenture or in the Notes, expressed or implied, shall give or
be construed to give to any person, other than the parties hereto and their
successors and the holders of the Notes, any legal or equitable right, remedy or
claim under this Indenture or under any covenant or provision herein contained,
all such covenants and provisions being for the sole benefit of the parties
hereto and their successors and of the holders of the Notes.

     SECTION 15.02. Provisions Binding on Company's Successors. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or in behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

     SECTION 15.03. Addresses for Notices, Etc. Subject to the provisions of
Section 4.01 with respect to demands for payment, any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Notes to or on the Company may be given or
served by being deposited postage prepaid first class mail in a post office
letter box addressed (until another address is filed by the Company with the
Trustee), as follows: Downey Financial Corp., 3501 Jamboree Road, Newport Beach,
California 92660, Fax: (949) 725-0619. Any notice, direction, request or demand
by any noteholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the
corporate trust office of the Trustee as set forth in Section 4.04.

     SECTION 15.04. Evidence of Compliance With Conditions Precedent. Upon any
application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is
specifically required by

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<PAGE>

any provision of this Indenture relating to such particular application or
demand, no additional certificate or opinion need be furnished.

          Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (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 such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

     SECTION 15.05. Legal Holidays. In any case where the date of maturity of
any interest or premium on or principal of any Note or the date fixed for
redemption of any Note shall not be a Business Day in the Place of Payment, then
payment of any interest or premium on or principal of such Notes, need not be
made on such date but may be made on the next succeeding Business Day with the
same force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such date.

     SECTION 15.06. Trust Indenture Act to Control. If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture by operation of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939 (an "incorporated provision"),
such incorporated provision shall control.

     SECTION 15.07. Execution in Counterparts. This Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

     SECTION 15.08. New York Contract. This Indenture and each Note shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be governed by and construed in accordance with the laws of
said State.

     SECTION 15.09. Severability of Provisions. Any prohibition, invalidity or
unenforceability of any provision of this Indenture in any jurisdiction shall
not invalidate or render unenforceable the remaining provisions hereto in such
jurisdiction and shall not invalidate or render unenforceable such provisions in
any other jurisdiction.

          The Trustee, by its execution of a counterpart of this Indenture,
acknowledges and accepts its appointment as Trustee.

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          IN WITNESS WHEREOF, WILMINGTON TRUST COMPANY and DOWNEY FINANCIAL
CORP. have each caused this Indenture to be signed by a duly authorized officer,
as of the day and year first above written.


                                   WILMINGTON TRUST COMPANY

                                   By: /s/ James P. Lawler
                                      ----------------------------------
                                      Name: James P. Lawler
                                      Title: Vice President


                                   DOWNEY FINANCIAL CORP.


                                   By: /s/ Thomas E. Prince
                                      ----------------------------------
                                      Name: Thomas E. Prince
                                      Title: Executive Vice President and
                                             Chief Financial Officer


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