Exhibit 4.7



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                             Sonic Automotive, Inc.,
                                    as Issuer

                                       and

                          The Guarantors named herein,
                                  as Guarantors

                                       TO

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



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


                             SUBORDINATED INDENTURE

                          Dated as of __________, 2000


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



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<PAGE>

                                TABLE OF CONTENTS

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<S>        <C>                                                                                                   <C>
ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............................................2
   SECTION 101.  Definitions......................................................................................2
   SECTION 102.  Compliance Certificates and Opinions............................................................12
   SECTION 103.  Form of Documents Delivered to Trustee..........................................................13
   SECTION 104.  Acts of Holders; Record Dates...................................................................14
   SECTION 105.  Notices, Etc., to Trustee and Company...........................................................15
   SECTION 106.  Notice to Holders; Waiver.......................................................................15
   SECTION 107.  Conflict with Trust Indenture Act...............................................................16
   SECTION 108.  Effect of Headings and Table of Contents........................................................16
   SECTION 109.  Successors and Assigns..........................................................................16
   SECTION 110.  Separability Clause.............................................................................16
   SECTION 111.  Benefits of Indenture...........................................................................16
   SECTION 112.  Governing Law...................................................................................16
   SECTION 113.  Legal Holidays..................................................................................17

ARTICLE TWO  SECURITY FORMS......................................................................................17
   SECTION 201.  Forms Generally.................................................................................17
   SECTION 202.  Form of Face of Security........................................................................17
   SECTION 203.  Form of Reverse of Security.....................................................................19
   SECTION 204.  Form of Subsidiary Guarantee....................................................................23
   SECTION 205.  Form of Legend for Global Securities............................................................24
   SECTION 206.  Form of Trustee's Certificate of Authentication.................................................24

ARTICLE THREE  THE SECURITIES....................................................................................24
   SECTION 301.  Amount Unlimited; Issuable in Series............................................................24
   SECTION 302.  Denominations...................................................................................27
   SECTION 303.  Execution, Authentication, Delivery and Dating..................................................27
   SECTION 304.  Temporary Securities............................................................................29
   SECTION 305.  Registration, Registration of Transfer and Exchange.............................................29
   SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities................................................31
   SECTION 307.  Payment of Interest; Interest Rights Preserved..................................................32
   SECTION 308.  CUSIP Numbers...................................................................................33
   SECTION 309.  Persons Deemed Owners...........................................................................33
   SECTION 310.  Cancellation....................................................................................33
   SECTION 311.  Computation of Interest.........................................................................34

ARTICLE FOUR  SATISFACTION AND DISCHARGE.........................................................................34
   SECTION 401.  Satisfaction and Discharge of Indenture.........................................................34
   SECTION 402.  Application of Trust Money......................................................................35

ARTICLE FIVE  REMEDIES...........................................................................................35
   SECTION 501.  Events of Default...............................................................................35
   SECTION 502.  Acceleration of Maturity; Rescission and Annulment..............................................37
   SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.................................38
   SECTION 504.  Trustee May File Proofs of Claim................................................................39
   SECTION 505.  Trustee May Enforce Claims Without Possession of Securities.....................................40
   SECTION 506.  Application of Money Collected..................................................................40
   SECTION 507.  Limitation on Suits.............................................................................41
   SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest.......................41
</TABLE>

                                       i
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<TABLE>
<CAPTION>
<S>        <C>                                                                                                  <C>
   SECTION 509.  Restoration of Rights and Remedies..............................................................42
   SECTION 510.  Rights and Remedies Cumulative..................................................................42
   SECTION 511.  Delay or Omission Not Waiver....................................................................42
   SECTION 512.  Control by Holders..............................................................................42
   SECTION 513.  Waiver of Past Defaults.........................................................................43
   SECTION 514.  Undertaking for Costs...........................................................................43
   SECTION 515.  Waiver of Usury, Stay or Extension Laws.........................................................43
   SECTION 516.  Remedies Subject to Applicable Law..............................................................44

ARTICLE SIX  THE TRUSTEE.........................................................................................44
   SECTION 601.  Certain Duties and Responsibilities.............................................................44
   SECTION 602.  Notice of Defaults..............................................................................45
   SECTION 603.  Certain Rights of Trustee.......................................................................45
   SECTION 604.  Not Responsible for Recitals or Issuance of Securities..........................................47
   SECTION 605.  May Hold Securities.............................................................................47
   SECTION 606.  Money Held in Trust.............................................................................47
   SECTION 607.  Compensation and Reimbursement..................................................................48
   SECTION 608.  Conflicting Interests...........................................................................48
   SECTION 609.  Corporate Trustee Required; Eligibility.........................................................48
   SECTION 610.  Resignation and Removal; Appointment of Successor...............................................49
   SECTION 611.  Acceptance of Appointment by Successor..........................................................50
   SECTION 612.  Merger, Conversion, Consolidation or Succession to Business.....................................51
   SECTION 613.  Preferential Collection of Claims Against Company and Guarantors................................51
   SECTION 614.  Appointment of Authenticating Agent.............................................................52

ARTICLE SEVEN  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.................................................53
   SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.......................................53
   SECTION 702.  Disclosure of Names and Addresses of Holders....................................................53
   SECTION 703.  Reports by Trustee..............................................................................54
   SECTION 704.  Reports by Company and Guarantors...............................................................54

ARTICLE EIGHT  CONSOLIDATION, MERGER OR SALE OF ASSETS...........................................................55
   SECTION 801.  Company and Guarantors May Consolidate, Etc., Only on Certain Terms.............................55
   SECTION 802.  Successor Substituted...........................................................................57

ARTICLE NINE   SUPPLEMENTAL INDENTURES...........................................................................57
   SECTION 901.  Supplemental Indentures and Agreements Without Consent of Holders...............................57
   SECTION 902.  Supplemental Indentures With Consent of Holders.................................................58
   SECTION 903.  Execution of Supplemental Indentures............................................................60
   SECTION 904.  Effect of Supplemental Indentures...............................................................60
   SECTION 905.  Conformity with Trust Indenture Act.............................................................60
   SECTION 906.  Reference in Securities to Supplemental Indentures..............................................60

ARTICLE TEN  COVENANTS...........................................................................................61
   SECTION 1001.  Payment of Principal, Premium and Interest.....................................................61
   SECTION 1002.  Maintenance of Office or Agency................................................................61
   SECTION 1003.  Money for Securities Payments to Be Held in Trust..............................................61
   SECTION 1004.  Statement by Officers as to Default............................................................63
   SECTION 1005.  Existence......................................................................................63
   SECTION 1006.  Maintenance of Properties......................................................................63
   SECTION 1007.  Payment of Taxes and Other Claims..............................................................64
   SECTION 1008.  Maintenance of Insurance.......................................................................64
   SECTION 1009.  Waiver of Certain Covenants....................................................................64

ARTICLE ELEVEN  REDEMPTION OF SECURITIES.........................................................................65
   SECTION 1101.  Applicability of Article.......................................................................65
   SECTION 1102.  Election to Redeem; Notice to Trustee..........................................................65
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<TABLE>
<CAPTION>
<S>        <C>                                                                                                  <C>
   SECTION 1103.  Selection by Trustee of Securities to Be Redeemed..............................................65
   SECTION 1104.  Notice of Redemption...........................................................................66
   SECTION 1105.  Deposit of Redemption Price....................................................................67
   SECTION 1106.  Securities Payable on Redemption Date..........................................................67
   SECTION 1107.  Securities Redeemed in Part....................................................................67

ARTICLE TWELVE  SUBORDINATION OF SECURITIES......................................................................68
   SECTION 1201.  Applicability of Article.......................................................................68
   SECTION 1202.  Securities Subordinate to Senior Indebtedness of the Company...................................68
   SECTION 1203.  Payment Over of Proceeds Upon Dissolution, Etc.................................................68
   SECTION 1204.  Suspension of Payment When Senior Indebtedness of the Company in Default.......................69
   SECTION 1205.  Payment Permitted If No Default................................................................71
   SECTION 1206.  Subrogation to Rights of Holders of Senior Indebtedness of the Company.........................71
   SECTION 1207.  Provisions Solely to Define Relative Rights....................................................71
   SECTION 1208.  Trustee to Effectuate Subordination............................................................72
   SECTION 1209.  No Waiver of Subordination Provisions..........................................................72
   SECTION 1210.  Notice to Trustee..............................................................................73
   SECTION 1211.  Reliance on Judicial Order or Certificate of Liquidating Agent.................................73
   SECTION 1212.  Rights of Trustee as Holder of Senior Indebtedness of the Company;
                  Preservation of Trustee's Rights...............................................................74
   SECTION 1213.  Article Applicable to Paying Agents............................................................74

ARTICLE THIRTEEN  SUBSIDIARY GUARANTEE...........................................................................75
   SECTION 1301.  Applicability of Article.......................................................................75
   SECTION 1302.  Subsidiary Guarantee...........................................................................75
   SECTION 1303.  Execution and Delivery of Subsidiary Guarantees................................................77
   SECTION 1304.  Release of Guarantors..........................................................................77
   SECTION 1305.  Additional Guarantors..........................................................................78

ARTICLE FOURTEEN  [Reserved].....................................................................................78

ARTICLE FIFTEEN  DEFEASANCE AND COVENANT DEFEASANCE..............................................................78
   SECTION 1501.  Company's Option to Effect Defeasance or Covenant Defeasance...................................78
   SECTION 1502.  Defeasance and Discharge.......................................................................78
   SECTION 1503.  Covenant Defeasance............................................................................79
   SECTION 1504.  Conditions to Defeasance or Covenant Defeasance................................................79
   SECTION 1505.  Deposited Money and U.S. Government Obligations to Be Held in Trust;
                  Miscellaneous Provisions.......................................................................82
   SECTION 1506.  Reinstatement..................................................................................82

ARTICLE SIXTEEN  SINKING FUNDS...................................................................................83
   SECTION 1601.  Applicability of Article.......................................................................83
   SECTION 1602.  Satisfaction of Sinking Fund Payments with Securities..........................................83
   SECTION 1603.  Redemption of Securities for Sinking Fund......................................................83

SCHEDULE 1  GUARANTORS...........................................................................................86
</TABLE>

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

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

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

                                       1
<PAGE>

         INDENTURE, dated as of _____________, 2000, among Sonic Automotive,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal office at 5401 East
Independence Boulevard, Charlotte, North Carolina 28212, each of the Guarantors
(as hereinafter defined) and ______________________________, as Trustee (the
"Trustee").


                   RECITALS OF THE COMPANY AND THE GUARANTORS

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

         Each Guarantor has duly authorized the issuance of a guarantee of the
Securities, and to provide therefore, each guarantor has duly authorized the
execution and delivery of this Indenture to provide for its guarantee of the
Securities to the extent provided in or pursuant to this Indenture.

         This Indenture is subject to, and shall be governed by, the provisions
of the Trust Indenture Act that are required to be part of and to govern
indentures qualified under the Trust Indenture Act.

         All acts and things necessary have been done to make (i) the
Securities, when duly issued and executed by the Company and authenticated and
delivered hereunder, the valid obligations of the Company, (ii) the guarantees,
when executed by each of the Guarantors and delivered hereunder, the valid
obligation of each of the Guarantors and (iii) this Indenture a valid agreement
of the Company and each of the Guarantors in accordance with the terms of this
Indenture.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided herein or in any supplemental indenture or unless the context otherwise
requires:

                                       2
<PAGE>

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

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

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles;

                  (4) all references to $, US$, dollars or United States dollars
         shall refer to the lawful currency of the United States of America;

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

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

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

         "Affiliate" means, with respect to any specified Person: (i) any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person; (ii) any other Person that
owns, directly or indirectly, 5% or more of such specified Person's Capital
Stock or any officer or director of any such specified Person or other Person
or, with respect to any natural Person, any person having a relationship with
such Person by blood, marriage or adoption not more remote than first cousin; or
(iii) any other Person 5% or more of the Voting Stock of which is beneficially
owned or held directly or indirectly by such specified Person. For the purposes
of this definition, "control" when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

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

         "Board of Directors" means, with respect to the Company, either the
board of directors of the Company or any committee of that board duly authorized
to act for it in respect hereof, and with respect to any Guarantor, either the
board of directors of such Guarantor or any committee of that board duly
authorized to act for it in respect hereof.

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

                                       3
<PAGE>

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

         "Capital Lease Obligation" of any Person means any obligation of such
Person and its Subsidiaries on a consolidated basis under any capital lease of
real or personal property which, in accordance with generally accepted
accounting principles, has been recorded as a capitalized lease obligation.

         "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of such Person's
capital stock or other equity interests whether now outstanding or issued after
the date hereof, partnership interests (whether general or limited), any other
interest or participation that confers on a Person that right to receive a share
of the profits and losses of, or distributions of assets of (other than a
distribution in respect of Indebtedness), the issuing Person and any rights
(other than debt securities convertible into Capital Stock), warrants or options
exchangeable for or convertible into such Capital Stock.

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

         "Commodity Price Protection Agreement" means any forward contract,
commodity swap, commodity option or other similar financial agreement or
arrangement relating to, or the value, which is dependent upon, fluctuations in
commodity prices.

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

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

         "Corporate Trust Office" means the office of the Trustee or an
Affiliate or agent thereof at which at any particular time the corporate trust
business for the purposes of this Indenture shall be principally administered,
which office at the date of execution of this Indenture is located at
______________________________________________________.

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

         "Covenant Defeasance" has the meaning specified in Section 1503.

                                       4
<PAGE>

         "Currency Hedging Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
foreign exchange contracts, currency swap agreements or other similar agreements
or arrangements designed to protect against the fluctuations in currency values.

         "Default" means any event which is, or after notice or passage of any
time or both would be, an Event of Default.

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

         "Defeasance" has the meaning specified in Section 1502.

         "Defeasance Redemption Date" has the meaning specified in Section 1504.

         "Defeased Securities" has the meaning specified in Section 1501.

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

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

         "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time, and the
rules and regulations promulgated by the Commission thereunder.

         "Fair Market Value" means, with respect to any asset or property, the
sale value that would be obtained in an arm's-length free market transaction
between an informed and willing seller under no compulsion to sell and an
informed and willing buyer under no compulsion to buy. Fair Market Value shall
be determined by the Board of Directors of the Company acting in good faith and
shall be evidenced by a Board Resolution.

         "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 205 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

         "Guaranteed Debt" of any Person means, without duplication, all
Indebtedness of any other Person referred to in the definition of Indebtedness
below guaranteed directly or indirectly in any manner by such Person, or in
effect guaranteed directly or indirectly by such Person through an agreement (i)
to pay or purchase such Indebtedness or to advance or supply funds for the
payment or purchase of such Indebtedness, (ii) to purchase, sell or lease (as
lessee or lessor) property, or to purchase or sell services, primarily for the
purpose of enabling the debtor to make payment of such Indebtedness or to assure
the holder of such Indebtedness against loss, (iii) to supply funds to, or in
any other manner invest in, the debtor (including any agreement to pay for
property or services without requiring that such property be received or such
services be rendered), (iv) to maintain working capital or equity capital of the
debtor, or otherwise to

                                       5
<PAGE>

maintain the net worth, solvency or other financial condition of the debtor or
to cause such debtor to achieve certain levels of financial performance or (v)
otherwise to assure a creditor against loss; provided that the term "guarantee"
shall not include endorsements for collection or deposit, in either case in the
ordinary course of business.

         "Guarantors" means (i) the subsidiaries listed in Schedule I hereto;
(ii) any successor of the foregoing; and (iii) each other Subsidiary of the
Company that becomes a Guarantor in accordance with Section 1305 hereof; in each
case (i), (ii) and (iii) until such Guarantor ceases to be such in accordance
with Section 1304 hereof.

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

         "Indebtedness" or "Debt" means, with respect to any Person, without
duplication, (i) all indebtedness of such Person for borrowed money or for the
deferred purchase price of property or services, excluding any trade payables
and other accrued current liabilities arising in the ordinary course of
business, but including, without limitation, all obligations, contingent or
otherwise, of such Person in connection with any letters of credit issued under
letter of credit facilities, acceptance facilities or other similar facilities,
(ii) all obligations of such Person evidenced by bonds, notes, debentures or
other similar instruments, (iii) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even if the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or sale
of such property), but excluding trade payables arising in the ordinary course
of business, (iv) all obligations of such Person under Interest Rate Agreements,
Currency Hedging Agreements or Commodity Price Protection Agreements of such
Person, (v) all Capital Lease Obligations of such Person, (vi) all Indebtedness
referred to in clauses (i) through (v) above of other Persons and all dividends
of other Persons, the payment of which is secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien, upon or with respect to property (including, without limitation,
accounts and contract rights) owned by such Person, even though such Person has
not assumed or become liable for the payment of such Indebtedness, (vii) all
Guaranteed Debt of such Person, (viii) all Redeemable Capital Stock issued by
such Person valued at the greater of its voluntary or involuntary maximum fixed
repurchase price plus accrued and unpaid dividends, (ix) Preferred Stock of any
Significant Subsidiary of the Company which is not a Guarantor and (x) any
amendment, supplement, modification, deferral, renewal, extension, refunding or
refinancing of any liability of the types referred to in clauses (i) through
(ix) above. For purposes hereof, the "maximum fixed repurchase price" of any
Redeemable Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Redeemable Capital Stock as if
such Redeemable Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the Fair Market Value of such Redeemable Capital
Stock, such Fair Market Value to be determined in good faith by the board of
directors of the issuer of such Redeemable Capital Stock.

         "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions. The term
"Indenture" shall also include the terms of particular series of Securities
established as contemplated by Section 301.

                                       6
<PAGE>

         "Initial Period" has the meaning specified in Section 1204.

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

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

         "Interest Rate Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
interest rate protection agreements (including, without limitation, interest
rate swaps, caps, floors, collars and similar agreements) and/or other types of
interest rate hedging agreements from time to time.

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

         "Lien" means any mortgage or deed of trust, charge, pledge, lien
(statutory or otherwise), privilege, security interest, assignment, deposit,
arrangement, easement, hypothecation, claim, preference, priority or other
encumbrance upon or with respect to any property of any kind (including any
conditional sale, capital lease or other title retention agreement, any leases
in the nature thereof, and any agreement to give any security interest), real or
personal, movable or immovable, now owned or hereafter acquired. A Person will
be deemed to own subject to a Lien any property which it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale
agreement, Capital Lease Obligation or other title retention agreement.

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

         "Notice of Default" means a written notice of the kind specified in
Section 501(4).

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President, the Chief Executive Officer, the Chief Financial
Officer or a Vice President (regardless of Vice Presidential designation), and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company or a Guarantor, as the case may be, and in form and
substance reasonably satisfactory to, and delivered to, the Trustee.

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

         "Opinion of Independent Counsel" means a written opinion of counsel
which is issued by a Person who is not an employee, director or consultant
(other than non-employee legal counsel) of the Company or any Guarantor and who
shall be acceptable to the Trustee, and which opinion shall be in form and
substance reasonably satisfactory to the Trustee.

                                       7
<PAGE>

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

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

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

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

                  (3) Securities, to the extent provided in Sections 1502 and
         1503, with respect to which the Company has effected Defeasance or
         Covenant Defeasance as provided in Article Fifteen; and

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

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

                                       8
<PAGE>

notice, consent, waiver or other action, only Securities which the Trustee knows
to be so owned shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Company, a Guarantor or any
other obligor upon the Securities or any Affiliate of the Company, a Guarantor
or of such other obligor.

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

         "Payment Blockage Period" has the meaning specified in Section 1204.

         "Permitted Junior Securities" has the meaning specified in Section
1204.

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

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

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

         "Preferred Stock" means, with respect to any Person, any Capital Stock
of any class or classes (however designated) which is preferred as to the
payment of dividends or distributions, or as to the distribution of assets upon
any voluntary or involuntary liquidation or dissolution of such Person, over the
Capital Stock of any other class in such Person.

         "Redeemable Capital Stock" means any Capital Stock that, either by its
terms or by the terms of any security into which it is convertible or
exchangeable or otherwise, is or upon the happening of an event or passage of
time would be, required to be redeemed prior to the final Stated Maturity of the
principal of the Securities or is redeemable at the option of the holder thereof
at any time prior to such final Stated Maturity (other than upon a change of
control of the Company in circumstances where a Holder would have similar
rights), or is convertible into or exchangeable for debt securities at any time
prior to any such Stated Maturity at the option of the holder thereof.

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

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

                                       9
<PAGE>

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

         "Responsible Officer" when used with respect to the Trustee means any
officer or employee assigned to the Corporate Trust Office or any agent of the
Trustee appointed hereunder, including any vice president, assistant vice
president, secretary, assistant secretary, or any other officer or assistant
officer of the Trustee or any agent of the Trustee appointed hereunder to whom
any corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject.

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

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time and the rules and
regulations promulgated by the Commission thereunder.

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

         "Senior Representative" means any the agent, indenture trustee or other
trustee or representative for any Senior Indebtedness of the Company.

         "Senior Indebtedness" means the principal of, premium, if any, and
interest (including interest, to the extent allowable, accruing after the filing
of a petition initiating any proceeding under any state, federal or foreign
bankruptcy law) on any Indebtedness of the Company (other than as otherwise
provided in this definition), whether outstanding on the issue date of the
Securities of any series under this Indenture or thereafter created, incurred or
assumed, and whether at any time owing, actually or contingent, unless, in the
case of any particular Indebtedness, the instrument creating or evidencing the
same or pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to the Notes.
Notwithstanding the foregoing, "Senior Indebtedness" shall not include (i)
Indebtedness evidenced by the Securities, (ii) Indebtedness that is subordinate
or junior in right of payment to any Indebtedness of the Company, (iii)
Indebtedness which when incurred and without respect to any election under
Section 1111(b) of Title 11 United States Code is without recourse to the
Company, (iv) Indebtedness which is represented by Redeemable Capital Stock, (v)
any liability for foreign, federal, state, local or other taxes owed or owing by
the Company to the extent such liability constitutes Indebtedness, (vi)
Indebtedness of the Company to a Subsidiary or any other Affiliate of the
Company or any of such Affiliate's Subsidiaries, (vii) to the extent it might
constitute Indebtedness, amounts owing for goods, materials or services
purchased in the ordinary course of business or consisting of trade accounts
payable owed or owing by the Company, and amounts owed by the Company for
compensation to employees or services rendered to the Company, (viii) that
portion of any Indebtedness which at the time of issuance is issued in violation
of this Indenture and (ix) Indebtedness evidenced by any guarantee of any
subordinated Indebtedness or pari passu Indebtedness.

                                       10
<PAGE>

         "Senior Non-payment Default" has the meaning specified in Section 1204.

         "Senior Payment Default" has the meaning specified in Section 1204.

         "Significant Subsidiary" means, at any particular time, any Subsidiary
that, together with the Subsidiaries of such Subsidiary, (i) accounted for more
than 5% of the consolidated revenues of the Company and its Subsidiaries for
their most recently completed fiscal year or (ii) is or are the owners of more
than 5% of the consolidated assets of the Company and its Subsidiaries as at the
end of such fiscal year, all as calculated in accordance with generally accepted
accounting principles and as shown on the consolidated financial statements of
the Company and its Subsidiaries for such fiscal year.

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

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

         "Subsidiary" of any Person means (i) a corporation more than 50% of the
outstanding voting power of the Voting Stock of which is owned or controlled,
directly or indirectly, by such Person or by one or more other Subsidiaries of
such Person or by such Person and one or more Subsidiaries thereof, or (ii) any
limited partnership of which such Person or any Subsidiary of such Person is a
general partner, or (iii) any other Person in which such Person, or one or more
other Subsidiaries of such Person or such Person and one or more other
Subsidiaries, directly or indirectly, has more than 50% of the outstanding
partnership or similar interests or has the power, by contract or otherwise, to
direct or cause the direction of the policies, management and affairs thereof.

         "Subsidiary Guarantee" means the guarantee by any Guarantor of the
Company's obligation under this Indenture or any other obligor under this
Indenture or under the Securities, including any other Guarantor to pay
principal of, premium, if any, and interest when due and payable, and all other
amounts due or to become due under or in connection with this Indenture, the
Securities of any series and the performance of all other obligations to the
Trustee and the Holders under this Indenture and the Securities of any series,
according to the respective terms hereof and thereof.

         "Surviving Entity" has the meaning specified in Section 801.

         "Surviving Guarantor Entity" has the meaning specified in Section 801.

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

                                       11
<PAGE>

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

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

         "Voting Stock" of any Person means Capital Stock of the class or
classes pursuant to which the holders thereof have the general voting power
under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such Person (irrespective of whether or not
at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

         "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

SECTION 102.  Compliance Certificates and Opinions.

         Upon any application or request by the Company or any Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company
and any Guarantor (if applicable), and any other obligor on Securities (if
applicable), shall furnish to the Trustee an Officers' Certificate in a form and
substance reasonably acceptable to the Trustee stating that all conditions
precedent, if any, provided for in this Indenture (including any covenant
compliance with which constitutes a condition precedent) relating to the
proposed action have been complied with, and an Opinion of Counsel in a form and
substance reasonably acceptable to the Trustee stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with,
except that, in the case of any such application or request as to which the
furnishing of such certificates or opinions is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.

         Every certificate or Opinion of Counsel with respect to compliance with
a condition or covenant provided for in this Indenture shall include,

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

                                       12
<PAGE>

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

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

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

SECTION 103.  Form of Documents Delivered to Trustee.

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

         Any certificate of an officer of the Company, any Guarantor or other
obligor on the Securities may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such
officer has actual knowledge that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company, any Guarantor or
other obligor on the Securities stating that the information with respect to
such factual matters is in the possession of the Company, any Guarantor or other
obligor on the securities, unless such officer or counsel has actual knowledge
that the certificate or opinion or representations with respect to such matters
are erroneous. Opinions of Counsel required to be delivered to the Trustee may
have qualifications customary for opinions of the type required and counsel
delivering such Opinions of Counsel may rely on certificates of the Company or
government or other officials customary for opinions of the type required,
including certificates certifying as to matters of fact, including that various
financial covenants have been complied with.

         Any certificate or opinion of an officer of the Company, any Guarantor
or other obligor on the Securities may be based, insofar as it relates to
accounting matters, upon a certificate or opinion of, or representations by, an
accountant or firm of accountants in the employ of the Company, unless such
officer has actual knowledge that the certificate or opinion or representations
with respect to the accounting matters upon which his certificate or opinion may
be based are erroneous. Any certificate or opinion of any independent firm of
public accounts filed with the Trustee shall contain a statement that such firm
is independent with respect to the Company.

                                       13
<PAGE>

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

SECTION 104.  Acts of Holders; Record Dates.

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

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

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

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

         (5) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of such Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. Notwithstanding Trust Indenture Act
Section 316(c), any such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not more than 30 days
prior to the first solicitation of Holders generally in connection therewith and
no later than the date such first solicitation is completed.

         If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders

                                       14
<PAGE>

of record at the close of business on such record date shall be deemed to be
Holders for purposes of determining whether Holders of the requisite proportion
of Securities then Outstanding have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other Act,
and for this purpose the Securities then Outstanding shall be computed as of
such record date; provided that no such request, demand, authorization,
direction, notice, consent, waiver or other Act by the Holders on such record
date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after such record date.

         (6) For purposes of this Indenture, any action by the Holders which may
be taken in writing may be taken by electronic means or as otherwise reasonably
acceptable to the Trustee.

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

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

                  (1) the Trustee by any Holder or by the Company or any
         Guarantor or any other obligor on the Securities shall be sufficient
         for every purpose (except as provided in Section 501(4)) hereunder if
         in writing and mailed, first-class postage prepaid, or delivered by
         recognized overnight courier, to or with the Trustee at its Corporate
         Trust Office, or at any other address previously furnished in writing
         to the Holders or the Company, any Guarantor or any other obligor on
         the Securities by the Trustee; or

                  (2) the Company or any Guarantor by the Trustee or by any
         Holder shall be sufficient for every purpose (except as provided in
         Section 501(4)) hereunder if in writing and mailed, first-class postage
         prepaid, in the case of the Company or such Guarantors addressed to it
         at the address of its principal office specified in the first paragraph
         of this instrument or at any other address previously furnished in
         writing to the Trustee by the Company or such Guarantor.

SECTION 106.  Notice to Holders; Waiver.

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

                                       15
<PAGE>

filed with the Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.

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

SECTION 107.  Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act or another provision which is required or deemed to
be included in this Indenture by any provision of the Trust Indenture Act, the
provision or requirements of the Trust Indenture Act shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

SECTION 108.  Effect of Headings and Table of Contents.

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

SECTION 109.  Successors and Assigns.

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

SECTION 110.  Separability Clause.

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

SECTION 111.  Benefits of Indenture.

         Nothing in this Indenture, the Securities or the Subsidiary Guarantees,
express or implied, shall give to any Person (other than the parties hereto and
their successors hereunder, any Paying Agent, the holders of Senior Indebtedness
of the Company and the Holders) any benefit or any legal or equitable right,
remedy or claim under this Indenture.

SECTION 112.  Governing Law.

         This Indenture, the Securities and the Subsidiary Guarantees shall be
governed by and construed in accordance with the law of the State of New York,
without giving effect to the conflicts of laws principles thereof.

                                       16
<PAGE>

SECTION 113.  Legal Holidays.

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


                                   ARTICLE TWO

                                 SECURITY FORMS


SECTION 201.  Forms Generally.

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

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

SECTION 202.  Form of Face of Security.

         The form of the face of any Security authenticated and delivered
hereunder shall be substantially as follows:

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

                                       17
<PAGE>


                             Sonic Automotive, Inc.

                     ______________________________________
                                                                     CUSIP NO.__
No.__________                                                         $ ________

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

[If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of ______% per annum (to the extent that the payment of such interest on
interest shall be legally enforceable), from the date of such demand until the
amount so demanded is paid or made available for payment. Interest on any
overdue interest shall be payable on demand.]

         Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that

                                       18
<PAGE>

purpose in ____________, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.

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

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

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                                SONIC AUTOMOTIVE, INC.


                                                By:_____________________________

Attest:

_______________________


SECTION 203.  Form of Reverse of Security.

         The form of the reverse of the Securities shall be substantially as
follows:

                             Sonic Automotive, Inc.
                          ____________________________

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ____________, 2000 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), among the Company, the Guarantors named therein and
___________________, as Trustee (herein called the "Trustee," which term
includes any successor Trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Guarantors, the
Trustee, the holders of Senior Indebtedness of the Company and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert -- , limited in aggregate principal
amount to $__________].

                                       19
<PAGE>

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ___________ in any year commencing with the year ______ and ending with
the year ______ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert -- on or after __________, 20__], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [if applicable, insert -- on
or before _______________, ___%, and if redeemed] during the 12-month period
beginning _____________ of the years indicated,

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


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

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

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



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

         [If applicable, insert -- Notwithstanding the foregoing, the Company
may not, prior to _____________, redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation

                                       20
<PAGE>

by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than _____% per annum.]

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

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

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness of the Company, and this Security is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.

         [If applicable, insert -- As provided in the Indenture and subject to
certain limitations therein set forth, the obligations of the Company under this
Security are guaranteed on a senior subordinated basis pursuant to the
Subsidiary Guarantees endorsed hereon. The Indenture provides that a Guarantor
shall be released from its Subsidiary Guarantee upon compliance with certain
conditions.]

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

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

         [If the Security is an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of

                                       21
<PAGE>

interest on any overdue principal, premium and interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of
the Company's obligations in respect of the payment of the principal of and
premium and interest, if any, on the Securities of this series shall terminate.]

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

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

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

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

                                       22
<PAGE>

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

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

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

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

SECTION 204.  Form of Subsidiary Guarantee.

         The form of Subsidiary Guarantee shall be set forth on the Securities
substantially as follows:

                              SUBSIDIARY GUARANTEE

         For value received, each of the Guarantors named (or deemed herein to
be named) below hereby absolutely, fully and unconditionally and irrevocably
guarantees, jointly and severally with each other Guarantor, to the Holder of
this Security the payment of principal of, and premium, if any, and interest on
this Security upon which these Guarantees are endorsed in the amounts and at the
time when due and payable, whether by declaration thereof, or otherwise, and
interest on the overdue principal and interest, if any, of this Security, if
lawful, and the payment or performance of all other obligations of the Company
under the Indenture or the Securities, to the holder of this Security and the
Trustee, all in accordance with and subject to the terms and limitations of this
Security and the Indenture. This Subsidiary Guarantee will not become effective
until the Trustee duly executes the certificate of authentication on this
Security. These Subsidiary Guarantees shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflict of
law principles thereof.

         IN WITNESS WHEREOF, each of the Guarantors has caused this Subsidiary
Guarantee to be duly executed.

                                                 [Insert Names of Guarantors]


                                                 By: ___________________________
                                                 Title:_________________________


                                       23
<PAGE>

Attest:

_____________________


SECTION 205.  Form of Legend for Global Securities.

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

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

SECTION 206.  Form of Trustee's Certificate of Authentication.

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

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

                                             ___________________________________
                                                                      As Trustee

                                             By:________________________________
                                                              Authorized Officer


                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.  Amount Unlimited; Issuable in Series.

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

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

                                       24
<PAGE>

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

                  (2) if the Securities of the series will not have the benefit
         of the Subsidiary Guarantees of the Guarantors;

                  (3) any change to the subordination provisions which applies
         to the Securities of the series from those contained in Article Twelve
         with respect to the Securities and the definitions of Senior
         Indebtedness of the Company which shall apply to the Securities of the
         series, and, if applicable, the Subsidiary Guarantees;

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

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

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

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

                  (8) the place or places where the principal of and any premium
         and interest on any Securities of the series shall be payable;

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

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

                                       25
<PAGE>

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

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

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

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

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

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

                  (17) if the Securities are convertible into the Capital Stock
         or other securities of the Company, the terms on which such Securities
         are convertible, including the conversion price, the conversion period,
         provisions as to whether conversion will be at the option of the
         Holders or the Company, events requiring adjustment of the conversion
         price and provisions affecting conversion in the event of the
         redemption of the Securities.

                  (18) if applicable, that the Securities of the series, in
         whole or any specified part, shall be defeasible pursuant to Section
         1502 or Section 1503 or both such Sections and, if other than by a
         Board Resolution, the manner in which any election by the Company to
         defease such Securities shall be evidenced;

                                       26
<PAGE>

                  (19) if applicable, that any Securities of the series shall be
         issuable in whole or in part in the form of one or more Global
         Securities and, in such case, the respective Depositories for such
         Global Securities, the form of any legend or legends which shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in Section 205 and any circumstances in addition to or in lieu of
         those set forth in Clause (2) of the last paragraph of Section 305 in
         which any such Global Security may be exchanged in whole or in part for
         Securities registered, and any transfer of such Global Security in
         whole or in part may be registered, in the name or names of Persons
         other than the Depositary for such Global Security or a nominee
         thereof;

                  (20) any addition to or change in the Events of Default which
         applies to any Securities of the series and any change in the rights of
         the Trustee or the Holders of such Securities or the obligations,
         covenants, or rights of the Company under Article V;

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

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

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

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

         The Securities of each series shall have the benefit of the Subsidiary
Guarantees unless the Company elects otherwise upon the establishment of a
series pursuant to this Section 301.

         The Securities shall be subordinated in right of payment to Senior
Indebtedness of the Company as provided in Article Twelve. Each Subsidiary
Guarantee shall be subordinated in right of payment to Senior Indebtedness of
the applicable Guarantor.

SECTION 302.  Denominations.

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

SECTION 303.  Execution, Authentication, Delivery and Dating.

                                       27
<PAGE>

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

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company and, if applicable, having endorsed thereon the Subsidiary Guarantees
executed as provided in Section 1303 by the Guarantors to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the form or terms of
the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating,

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

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

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

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

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company

                                       28
<PAGE>

Order and Opinion of Counsel otherwise required pursuant to such preceding
paragraph at or prior to the authentication of each Security of such series if
such documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security or Subsidiary Guarantee shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the
form provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 310, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 304.  Temporary Securities.

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

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

SECTION 305.  Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as the Security Registrar may prescribe, the

                                       29
<PAGE>

Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed "Security Registrar" for the purpose
of registering Securities and transfers of Securities as herein provided. The
Company may change the Security Registrar or appoint one or more co-Security
Registrars without notice.

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

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

         All Securities and, if applicable, the Subsidiary Guarantees endorsed
thereon issued upon any registration of transfer or exchange of Securities shall
be the valid obligations of the Company and, if applicable, the respective
Guarantors, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities and Subsidiaries Guarantees surrendered upon
such registration of transfer or exchange.

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

         No service charge shall be made to a Holder for any registration of
transfer, exchange or redemption of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Sections 303, 304, 305, 306, 906 or
1107 not involving any transfer.

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

                                       30
<PAGE>

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

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

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

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

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

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

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

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

                                       31
<PAGE>

         Upon the issuance of any replacement Security under this Section, the
Company may require the payment of a sum sufficient to pay all documentary,
stamp, or similar issue or transfer taxes or other governmental charge that may
be imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.

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

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

SECTION 307.  Payment of Interest; Interest Rights Preserved.

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

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

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

                                       32
<PAGE>

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

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

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

SECTION 308.  CUSIP Numbers.

         The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and the Company, or the Trustee on behalf of the Company,
shall use CUSIP numbers in notices of redemption or exchange as a convenience to
Holders; provided, however, that any such notice shall state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption or exchange and
that reliance may be placed only on the other identification numbers printed on
the Securities; and provided further, however, that failure to use CUSIP numbers
in any notice of redemption or exchange shall not affect the validity or
sufficiency of such notice.

SECTION 309.  Persons Deemed Owners.

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

SECTION 310.  Cancellation.

         All Securities surrendered for payment, redemption, purchase,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by it. The Company

                                       33
<PAGE>

may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be returned to the
Company. The Trustee shall provide the Company a list of all securities that
have been cancelled from time to time as requested by the Company.

SECTION 311.  Computation of Interest.

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


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.

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

                  (1) either

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

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

                                    (i) have become due and payable, or

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

                                       34
<PAGE>

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

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

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

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that (i) all
         conditions precedent herein relating to the satisfaction and discharge
         of this Indenture have been complied with and (ii) such satisfaction
         and discharge will not result in a breach or violation of, or
         constitute default under, this Indenture or any other material
         agreement or instrument to which the Company or any Guarantor is a
         party or is bound.

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

SECTION 402.  Application of Trust Money.

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


                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.  Events of Default.

         "Event of Default," wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it

                                       35
<PAGE>

shall be occasioned by the provisions of Article Twelve or be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

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

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

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a default in the
         performance, or breach, of a covenant or agreement which is elsewhere
         in this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of series of
         Securities other than that series), and continuance of such default or
         breach for a period of 60 days after there has been given, by
         registered or certified mail, (x) to the Company by the Trustee or (y)
         to the Company and the Trustee by the Holders of at least 25% in
         principal amount of the Outstanding Securities of that series a written
         notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder;

                  (5) one or more defaults, individually or in the aggregate,
         shall have occurred under any of the agreements, indentures or
         instruments under which the Company or any Guarantor then has
         outstanding Indebtedness in excess of $20 million in principal amount
         individually or in the aggregate, and either (i) such default results
         from the failure to pay such Indebtedness at its stated final maturity
         or (ii) such default or defaults resulted in the acceleration of the
         maturity of such Indebtedness;

                  (6) one or more final judgments, orders or decrees (not
         subject to appeal) of any court or regulatory or administrative agency
         for the payment of money in excess of $20 million, either individually
         or in the aggregate (exclusive of any portion of any such payment
         covered by insurance, if and to the extent the insurer has acknowledged
         in writing its liability therefor), shall be rendered against the
         Company, any Guarantor or any Significant Subsidiary or any of their
         respective properties and shall not be discharged or fully binded and
         there shall have been a period of 60 consecutive days during which a
         stay of enforcement of such judgment or order, by reason of an appeal
         or otherwise, shall not be in effect;

                  (7) the entry by a court of competent jurisdiction of (A) a
         decree or order for relief in respect of the Company, any Significant
         Subsidiary Guarantor in an involuntary case or proceeding under any
         applicable federal or state bankruptcy, insolvency, reorganization or
         other similar law or (B) a decree or order adjudging the Company or any
         Significant Subsidiary Guarantor bankrupt or insolvent, or seeking
         reorganization,

                                       36
<PAGE>

         arrangement, adjustment or composition of or in respect of the Company
         or any Significant Subsidiary Guarantor under any applicable federal or
         state law, or appointing a custodian, receiver, liquidator, assignee,
         trustee, sequestrator or other similar official of the Company or any
         Significant Subsidiary Guarantor or of any substantial part of their
         properties, or ordering the winding up or liquidation of their affairs,
         and the continuance of any such decree or order for relief or any such
         other decree or order unstayed and in effect for a period of 60
         consecutive days; or

                  (8) (A) the commencement by the Company or any Significant
         Subsidiary Guarantor of a voluntary case or proceeding under any
         applicable federal or state bankruptcy, insolvency, reorganization or
         other similar law or of any other case or proceeding to be adjudicated
         bankrupt or insolvent, (B) the Company or any Significant Subsidiary
         Guarantor consents to the entry of a decree or order for relief in
         respect of the Company or any Significant Subsidiary Guarantor in an
         involuntary case or proceeding under any applicable federal or state
         bankruptcy, insolvency, reorganization or other similar law or to the
         commencement of any bankruptcy or insolvency case or proceeding against
         it, (C) the Company or any Significant Subsidiary Guarantor files a
         petition or answer or consent seeking reorganization or relief under
         any applicable federal or state law, (D) the Company or any Significant
         Subsidiary Guarantor (i) consents to the filing of such petition or to
         the appointment of or taking possession by a custodian, receiver,
         liquidator, assignee, trustee, sequestrator or other similar official
         of the Company or such Significant Subsidiary Guarantor or of any
         substantial part of their respective properties, (ii) makes an
         assignment for the benefit of creditors or (iii) admits in writing of
         its inability to pay its debts generally as they become due, or (E) the
         Company or any Significant Subsidiary Guarantor takes any corporate
         action in furtherance of any such action in this paragraph (8); or

                  (9) In the event the Guarantors have issued Subsidiary
         Guarantees with respect to the Securities of such series, any
         Subsidiary Guarantee shall for any reason cease to be, or shall for any
         reason be asserted in writing by any Guarantor or the Company not to
         be, in full force and effect and enforceable in accordance with its
         terms, except to the extent contemplated by this Indenture and any such
         Subsidiary Guarantee; or

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

SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 501(7) or 501(8)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may, and the Trustee at the request of such Holders shall,
declare all unpaid principal of, premium, if any, and accrued interest on all
Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by

                                       37
<PAGE>

Holders), and upon any such declaration, such principal, premium, if any, and
interest shall ipso facto become immediately due and payable. If an Event of
Default specified in Section 501(7) or 501 (8) with respect to Securities of any
series at the time Outstanding occurs, then all the Securities of that series
(or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified by
the terms thereof) shall become and be due and payable immediately in an amount
equal to the principal amount of the Securities of that Series, together with
accrued and unpaid interest, if any, to the date the Securities become due and
payable, without any declaration or other act on the part of the Trustee or any
Holder. Thereupon, the Trustee may, at its discretion, proceed to protect the
rights of the Holders of the Securities by appropriate judicial proceedings.

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

                  (1) the Company or, if applicable, any Guarantor has paid or
         deposited with the Trustee a sum sufficient to pay

                           (A) all sums paid or advanced by the Trustee under
                  this Indenture and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel;

                           (B) all overdue interest on all Outstanding
                  Securities of that series;

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

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

                  (2) the rescission would not conflict with any judgment or
         decree of a court of competent jurisdiction; and

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

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

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

         The Company and, if applicable, each Guarantor covenants that if

                                       38
<PAGE>

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

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

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

         If the Company or any Guarantor, as the case may be, fails to pay such
amounts forthwith upon such demand, the Trustee, in its own name and as trustee
of any express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid and may prosecute such proceeding to judgment or
final decree, and may enforce the same against the Company or any Guarantor or
any other obligor upon the Securities and collect the moneys adjudged or decreed
to be payable in the manner provided by law out of the property of the Company,
any Guarantor or any other obligor upon the Securities, wherever situated.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate private or 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,
subject however to Section 512. No recovery of any such judgment upon any
property of the Company shall affect or impair any rights, powers or remedies of
the Trustee or the Holders.

SECTION 504.  Trustee May File Proofs of Claim.

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

         (1)      to file and proved a claim for the whole amount of principal,
                  and premium, if any, and interest owing and unpaid in respect
                  of the Securities and to file such other papers or documents
                  as may be necessary or advisable in order to have the claims

                                       39
<PAGE>

                  of the Trustee (including any claim for the reasonable
                  compensation, expenses, disbursements and advances of the
                  Trustee, its agents and counsel) and of the Holders allowed in
                  such judicial proceeding, and

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

         (3)      any custodian, receiver, assignee, trustee, liquidator,
                  sequestrator or other similar official in any such judicial
                  proceeding is hereby authorized by each Holder to make such
                  payments to the Trustee and, in the event that the Trustee
                  shall consent to the making of such payments directly to the
                  Holders, to pay to the Trustee any amount due it for the
                  reasonable compensation, expenses, disbursements and advances
                  of the Trustee, its agents and counsel, and any other amounts
                  due the Trustee under Section 607.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or any Subsidiary Guarantee or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

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

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

SECTION 506.  Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article or
otherwise on behalf of the Holders or the Trustee pursuant to this Article or
through any proceeding or arrangement or restructuring in anticipation or in
lieu of any proceeding contemplated by this Article shall be applied, subject to
applicable law, in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
or any premium or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

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

         SECOND: Subject to Article Twelve, to the payment of the amounts then
due and unpaid for principal of and any premium and interest on the Securities
in respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of

                                       40
<PAGE>

any kind, according to the amounts due and payable on such Securities for
principal and any premium and interest, respectively; and

         THIRD: The balance, if any, to the Person or Persons entitled thereto,
including the Company, provided that all sums due and owing to the Holders and
the Trustee have been paid in full as required by this Indenture.

SECTION 507.  Limitation on Suits.

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

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

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

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

                  (4) the Trustee for 15 days after its receipt of such notice,
         request and offer (and if requested, provision) of indemnity has failed
         to institute any such proceeding; and

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 15-day period by the Holders of a
         majority in principal amount of the Outstanding Securities of that
         series;

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

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

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right based on the rights stated herein, which is
absolute and unconditional, to receive payment of the principal of and any
premium and (subject to Section 307) interest on such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption or
offer by the Company to purchase the Securities pursuant to the terms of this
Indenture, on the Redemption Date or purchase date, as applicable) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

                                       41
<PAGE>

SECTION 509.  Restoration of Rights and Remedies.

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

SECTION 510.  Rights and Remedies Cumulative.

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

SECTION 511.  Delay or Omission Not Waiver.

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

SECTION 512.  Control by Holders.

         The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture, expose the Trustee to personal liability,
         or be unduly prejudicial to Holders not joining therein, and

                  (2) subject to the provisions of Section 315 of the Trust
         Indenture Act, the Trustee may take any other action deemed proper by
         the Trustee which is not inconsistent with such direction.

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<PAGE>

SECTION 513.  Waiver of Past Defaults.

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

         (1) in the payment of the principal of or any premium or interest on
any Security of such series (including any Security which is required to have
been purchased by the Company pursuant to an offer to purchase by the Company
made pursuant to the terms of this Indenture) (which may only be waived with the
consent of each Holder of the Securities affected), or

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

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

SECTION 514.  Undertaking for Costs.

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

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

         Each of the Company and the Guarantors covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any usury, stay
or extension law wherever enacted, now or at any time hereafter in force, which
would prohibit or forgive the Company or any Guarantor from paying all or any
portion of the principal of, premium, if any, or interest on the Securities
contemplated herein or in the Securities of such series, or which may affect the
covenants or the performance of this Indenture; and each of the Company and the
Guarantors (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to

                                       43
<PAGE>

the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

SECTION 516.  Remedies Subject to Applicable Law.

         All rights, remedies and powers provided by this Article Five may be
exercised only to the extent that the exercise thereof does not violate any
applicable provision of law in the premises, and all the provisions of this
Indenture are intended to be subject to all applicable mandatory provisions of
law which may be controlling in the premises and to be limited to the extent
necessary so that they will not render this Indenture invalid, unenforceable or
not entitled to be recorded, registered or filed under the provisions of any
applicable law.

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.  Certain Duties and Responsibilities.

         Subject to the provisions of Trust Indenture Sections 315(a) through
315(d):

         (1) if a Default or an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in its exercise thereof as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs;

         (2) except during the continuance of a Default or an Event of Default:

                  (A) the Trustee need perform only those duties as are
         specifically set forth in this Indenture and no covenants or
         obligations shall be implied in this Indenture that are adverse to the
         Trustee; and

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

         (3) the Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (A) this Subsection (3) does not limit the effect of
         Subsection (2) of this Section 601;

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

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<PAGE>

                  (C) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith, in accordance with a direction
         of the Holders of a majority in principal amount of Outstanding
         Securities of any series relating to the time, method and place of
         conducting any proceeding for any remedy available to the Trustee, or
         exercising any trust or power confirmed upon the Trustee under this
         Indenture with respect to Securities of such series;

         (4) no provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it;

         (5) whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to Subsections
(1), (2), (3) and (4) and (5) of this Section 601; and

         (6) the Trustee shall not be liable for interest on any money or assets
received by it except as the Trustee may agree with the Company. Assets held in
trust by the Trustee need not be segregated from other assets except to the
extent required by law.

SECTION 602.  Notice of Defaults.

         Within 30 days after a Responsible Officer of the Trustee receives
notice of the occurrence of any Default with respect to Securities of any
series, the Trustee shall transmit by mail to all Holders of Securities of such
series and any other Persons entitled to receive reports pursuant to Section
313(c) of the Trust Indenture Act, as their names and addresses appear in the
Security Register, notice of such Default hereunder known to the Trustee, unless
such Default shall have been cured or waived; provided, however, that, except in
the case of a Default in the payment of the principal of, premium, if any, or
interest on any Security, the Trustee shall be protected in withholding such
notice if and so long as a trust committee of Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders.

SECTION 603.  Certain Rights of Trustee.

         Subject to the provisions of Section 601 hereof and Trust Indenture Act
Sections 315(a) through 315(d):

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

                                       45
<PAGE>

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

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

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

                  (5) the Trustee shall not be liable for any action taken or
         omitted by it in good faith and believed by it to be authorized or
         within the discretion, rights or powers conferred upon it by this
         Indenture other than any liabilities arising out of the negligence, bad
         faith or willful misconduct of the Trustee;

                  (6) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, approval, appraisal, bond, debenture, note, coupon,
         security or other paper or document unless requested in writing to do
         so by the Holders of not less than a majority in aggregate principal
         amount of Securities of any series then Outstanding; provided that, if
         the payment within a reasonable time to the Trustee of the costs,
         expenses or liabilities likely to be incurred by it in the making of
         such investigation is, in the opinion of the Trustee, not reasonably
         assured to the Trustee by the security afforded to it by the terms of
         this Indenture, the Trustee may require reasonable indemnity against
         such expenses or liabilities as a condition to proceeding; the
         reasonable expenses of every such investigation so requested by the
         Holders of not less than 25% in aggregate principal amount of the
         Securities Outstanding of such series shall be paid by the Company or,
         if paid by the Trustee or any predecessor Trustee, shall be repaid by
         the Company upon demand; provided, further, the Trustee in its
         discretion may make such further inquiry or investigation into such
         facts or matters as it may deem fit, and, if the Trustee shall
         determine to make such further inquiry or investigation, it shall be
         entitled to examine the books, records and premises of the Company,
         personally or by agent or attorney;

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

                  (8) Except with respect to Section 1001, the Trustee shall
         have no duty to inquire as to the performance of the Company with
         respect to the covenants contained in Article 10. In addition, the
         Trustee shall not be deemed to have knowledge of an Event

                                       46
<PAGE>

         of Default except (A) any Default or Event of Default occurring
         pursuant to Sections 1001, 501(1), 501(2) or 501(3) or (B) any Default
         or Event of Default of which the Trustee shall have received written
         notification or obtained actual knowledge; and

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

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

         The recitals contained herein and in the Securities and the Subsidiary
Guarantees, except the Trustee's certificates of authentication, shall be taken
as the statements of the Company or the Guarantors, as the case may be, and
neither the Trustee nor any Authenticating Agent assumes any responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities or the Subsidiary Guarantees
endorsed thereon, except that the Trustee represents that it is duly authorized
to execute and deliver this Indenture, authenticate the Securities and perform
its obligations hereunder and that the statements made by it in any Statement of
Eligibility and Qualification on Form T-1 supplied to the Company are true and
accurate subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.

SECTION 605.  May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or any Guarantor, in its individual
or any other capacity, may become the owner or pledgee of Securities, with the
same rights it would have if it were not the Trustee, Paying Agent,
Authenticating Agent, Security Registrar or such other agent and, subject to
Trust Indenture Act Sections 310 and 311, may otherwise deal with the Company
and any Guarantor and receive, collect, hold and return collections from the
Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

SECTION 606.  Money Held in Trust.

         All moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Except for funds or securities deposited with the
Trustee pursuant to Article Fifteen, the Trustee shall be required to invest all
moneys received by the Trustee, until used or applied as herein provided, in
temporary cash investments in accordance with the directions of the Company.

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<PAGE>

SECTION 607.  Compensation and Reimbursement.

         The Company covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, such compensation as the parties
shall agree in writing from time to time for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) and the Company
covenants and agrees to pay or reimburse the Trustee and each predecessor
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by or on behalf of 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 agents and other persons
not regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence, bad faith or willful misconduct. The Company also
covenants and agrees to indemnify the Trustee and each predecessor Trustee for,
and to hold it harmless against, any claim, loss, liability, tax, assessment or
other governmental charge (other than taxes applicable to the Trustee's
compensation hereunder) or expense incurred without negligence, bad faith or
willful misconduct on its part arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its
duties hereunder, including enforcement of this Section 607 and also including
any liability which the Trustee may incur as a result of failure to withhold,
pay or report any tax, assessment or other governmental charge, and the costs
and expenses of defending itself against or investigating any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The obligations of the Company under this Section 607 to compensate
and indemnify the Trustee and each predecessor Trustee and to pay or reimburse
the Trustee and each predecessor Trustee for reasonable expenses, disbursements
and advances shall constitute an additional obligation hereunder and shall
survive the satisfaction and discharge of this Indenture and the resignation or
removal of the Trustee and each predecessor Trustee.

SECTION 608.  Conflicting Interests.

         The Trustee shall comply with the provisions of Section 310(b) of the
Trust Indenture Act.

SECTION 609.  Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible to act as trustee under Trust Indenture Act Section 310(a) and is a
member of a bank holding company which shall have a combined capital and surplus
of at least $250,000,000, to the extent there is an institution eligible and
willing to serve. If the Trustee does not have a Corporate Trust Office in The
City of New York, the Trustee may appoint an agent in The City of New York
reasonably acceptable to the Company to conduct any activities which the Trustee
may be required under this Indenture to conduct in the City of New York. If such
Trustee publishes reports of condition at least annually, pursuant to law or to
the requirements of federal, state, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section 609,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee with respect to the Securities

                                       48
<PAGE>

of any series shall cease to be eligible in accordance with the provisions of
this Section 609, the Trustee shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

SECTION 610.  Resignation and Removal; Appointment of Successor.

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

         (2) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company no later
than 20 Business Days prior to the proposed date of resignation. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
Trustee by written instrument executed by authority of the Board of Directors of
the Company, a copy of which shall be delivered to the resigning Trustee and a
copy to the successor Trustee. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may, or any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series. Such court may thereupon, after such notice,
if any, as it may deem proper, appoint and prescribe a successor Trustee.

         (3) The Trustee may be removed at any time for any cause or for no
cause with respect to the Securities of any series by Act of the Holders of not
less than a majority in aggregate principal amount of the Outstanding Securities
of such series, delivered to the Trustee and to the Company.

         (4) If at any time:

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

                  (B) the Trustee shall cease to be eligible under Section 609
         and shall fail to resign after written request therefor by the Company
         or by any Holder who has been a bona fide Holder of a Security for at
         least six months, or

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

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

                                       49
<PAGE>

to all Securities and the appointment of a successor Trustee or Trustees. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor Trustee.

         (5) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within 60 days after such
resignation, removal or incapability, or the occurrence of such vacancy, the
Company has not appointed a successor Trustee, a successor Trustee with respect
to the Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee. Such successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 611, the Trustee or any Holder who has been a bona fide
Holder of a Security of such series for at least six months may subject to
Section 514, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

         (6) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid to all Holders
of Securities of such series as their names and addresses appear in the Security
Register. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office or agent thereunder.

SECTION 611.  Acceptance of Appointment by Successor.

         Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company, the Guarantors and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee as if originally named
as Trustee hereunder; but, nevertheless, on the written request of the Company
or the successor Trustee, upon payment of its charges pursuant to Section 607
then unpaid, such retiring Trustee shall pay over to the successor Trustee all
moneys at the time held by it hereunder and shall execute and deliver an
instrument transferring to such successor Trustee all such rights, powers,
duties and obligations. Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights and powers.

                                       50
<PAGE>

         No successor Trustee with respect to the Securities shall accept
appointment as provided in this Section 611 unless at the time of such
acceptance such successor Trustee shall be eligible to act as trustee under the
provisions of Trust Indenture Act Section 310(a) and this Article Six and shall
have a combined capital and surplus of at least $250,000,000 and have a
corporate trust office or an agent selected in accordance with Section 609.

         Upon acceptance of appointment by any successor Trustee as provided in
this Section 611, the Company shall give notice thereof to the Holders of the
Securities, by mailing such notice to such Holders at their addresses as they
shall appear on the Security Register. If the acceptance of appointment is
substantially contemporaneous with the appointment, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
610. If the Company fails to give such notice within 10 days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such
notice to be given at the expense of the Company.

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

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee (including the trust created by this Indenture) shall be
the successor of the Trustee hereunder, provided that such corporation shall be
eligible under Trust Indenture Act Section 310(a) and this Article Six and shall
have a combined capital and surplus of at least $250,000,000 and have a
Corporate Trust Office or an agent selected in accordance with Section 609,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

         In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee and deliver such
Securities so authenticated; and, in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor Trustee; and in such cases such certificate shall have the full
force which it is anywhere in the Securities or in this Indenture provided that
the certificate of the Trustee shall have; provided that the night to adopt the
certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

SECTION 613.  Preferential Collection of Claims Against Company and Guarantors.

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

                                       51
<PAGE>

SECTION 614.  Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $250,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

                                       52
<PAGE>

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

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

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

                                          _____________________________________,
                                          As Trustee

                                          By:__________________________________,
                                                As Authenticating Agent

                                          By:__________________________________,
                                               Authorized Officer


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

                  (1) semi-annually, not more than 10 days after each Regular
         Record Date, a list, in such form as the Trustee may reasonably
         require, of the names and addresses of the Holders of Securities of
         each series as of such Regular Record Date; and

                  (2) at such other times as the Trustee may reasonably request
         in writing, within 30 days after the receipt by the Company of any such
         request, a list of similar form and content to that in subsection (1)
         hereof as of a date not more than 15 days prior to the time such list
         is furnished;

provided, however, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

SECTION 702.  Disclosure of Names and Addresses of Holders.

         Holders may communicate pursuant to Trust Indenture Act Section 312(b)
with other Holders with respect to their rights under this Indenture or the
Securities, and the Trustee shall comply with Trust Indenture Act Section
312(b). The Company, the Trustee, the Security Registrar and any other Person
shall have the protection of Trust Indenture Act Section 312(c).

                                       53
<PAGE>

Further, every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee or any
agent of either of them shall be held accountable by reason of the disclosure of
any information as to the names and addresses of the Holders in accordance with
Trust Indenture Act Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Trust Indenture
Act Section 312.

SECTION 703.  Reports by Trustee.

         (1) The Trustee, if so required under the Trust Indenture Act, shall
transmit by mail to all Holders, at the times, in the manner and to the extent
provided in Trust Indenture Act Section 313(c), a brief report dated as of such
mailing date in accordance with and with respect to the matters required by
Trust Indenture Act Section 313(a). The Trustee shall also transmit by mail to
all Holders, at the times, in the manner and to the extent provided in Trust
Indenture Act Section 313(c), a brief report in accordance with and with respect
to the matters required by Trust Indenture Act Section 313(b)(2).

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

SECTION 704.  Reports by Company and Guarantors.

         The Company and each Guarantor, as the case may be, shall:

         (1) file with the Trustee, within 15 days after the Company or any
Guarantor, as the case may be, 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 or any
Guarantor may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company or any Guarantor, as the
case may be, is not required to file information, documents or reports pursuant
to either of said Sections, then it shall (A) deliver to the Trustee annual
audited financial statements of the Company and its Subsidiaries, prepared on a
consolidated basis in conformity with generally accepted accounting principles,
within 120 days after the end of each fiscal year of the Company, and (B) file
with the Trustee and, to the extent permitted by law, the Commission, in
accordance with the rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Exchange Act 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;

         (2) 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 or any Guarantor, as the case may be, with the conditions and covenants
of this Indenture as are required from time to time by

                                       54
<PAGE>

such rules and regulations (including such information, documents and reports
referred to in Trust Indenture Act Section 314(a)); and

         (3) within 15 days after the filing thereof with the Trustee, transmit
by mail to all Holders in the manner and to the extent provided in Trust
Indenture Act Section 313(c), such summaries of any information, documents and
reports required to be filed by the Company or any Guarantor, as the case may
be, pursuant to Section 1019 hereunder and subsections (1) and (2) of this
Section as are required by rules and regulations prescribed from time to time by
the Commission.


                                  ARTICLE EIGHT

                     CONSOLIDATION, MERGER OR SALE OF ASSETS

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

         (1) The Company will not, in a single transaction or through a series
of related transactions, consolidate with or merge with or into any other Person
or sell assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets to any Person or group of
Persons, or permit any of its Significant Subsidiaries to enter into any such
transaction or series of related transactions if such transaction or series of
related transactions, in the aggregate, would result in a sale, assignment,
conveyance, transfer, lease or disposition of all or substantially all of the
properties and assets of the Company and its Significant Subsidiaries on a
consolidated basis to any other Person or group of Persons, unless at the time
and after giving effect thereto:

                  (A) either (i) the Company will be the continuing corporation
         (in the case of a consolidation or merger involving the Company) or
         (ii) the Person (if other than the Company) formed by such
         consolidation or into which the Company is merged or the Person which
         acquires by sale, assignment, conveyance, transfer, lease or
         disposition all or substantially all of the properties and assets of
         the Company and its Subsidiaries on a consolidated basis (the
         "Surviving Entity") will be a corporation duly organized and validly
         existing under the laws of the United States of America, any state
         thereof or the District of Columbia and such Person expressly assumes,
         by a supplemental indenture, in a form reasonably satisfactory to the
         Trustee, all the obligations of the Company under the Securities and
         this Indenture will remain in full force and effect as so supplemented;

                  (B) immediately before and immediately after giving effect to
         such transaction on a pro forma basis (and treating any Indebtedness
         not previously an obligation of the Company or any of its Subsidiaries
         which becomes the obligation of the Company or any of its Subsidiaries
         as a result of such transaction as having been incurred at the time of
         such transaction), no Default or Event of Default will have occurred
         and be continuing;

                  (C) at the time of the transaction, each Guarantor, if any,
         unless it is the other party to the transactions described above, will
         have by supplemental indenture confirmed

                                       55
<PAGE>

         that its Subsidiary Guarantee shall apply to such Person's obligations
         under this Indenture and under the Securities;

                  (D) at the time of the transactions the Company or the
         Surviving Entity will have delivered, or caused to be delivered, to the
         Trustee, in form and substance reasonably satisfactory to the Trustee,
         an Officers' Certificate and an Opinion of Counsel, each to the effect
         that such consolidation, merger, transfer, sale, assignment,
         conveyance, transfer, lease or other transaction and the supplemental
         indenture in respect thereof comply with this Indenture and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

         (2) Each Guarantor will not, and the Company will not permit a
Guarantor to, in a single transaction or through a series of related
transactions, consolidate with or merge with or into any other Person (other
than the Company or any Guarantor) or sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets on a
consolidated basis to any Person or group of Persons (other than the Company or
any Guarantor), or permit any of its Significant Subsidiaries to enter into any
such transaction or series of transactions if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets of the Guarantor and its Subsidiaries on a consolidated basis to any
other Person or group of Persons (other than the Company or any Guarantor),
unless at the time and after giving effect thereto:

                  (A) either (i) the Guarantor will be the continuing
         corporation (in the case of a consolidation or merger involving the
         Guarantor) or (ii) the Person (if other than the Guarantor) formed by
         such consolidation or into which such Guarantor is merged or the Person
         which acquires by sale, assignment, conveyance, transfer, lease or
         disposition all or substantially all of the properties and assets of
         the Guarantor and its Significant Subsidiaries on a consolidated basis
         (the "Surviving Guarantor Entity") duly organized and validly existing
         under the laws of the United States of America, any state thereof or
         the District of Columbia and such Person expressly assumes, by a
         supplemental indenture, in a form satisfactory to the Trustee, all the
         obligations of such Guarantor under its Subsidiary Guarantee of the
         Securities and this Indenture and such Subsidiary Guarantee and
         Indenture will remain in full force and effect;

                  (B) immediately before and immediately after giving effect to
         such transaction, on a pro forma basis, no Default or Event of Default
         will have occurred and be continuing; and

                  (C) at the time of the transaction such Guarantor or the
         Surviving Guarantor Entity will have delivered, or caused to be
         delivered, to the Trustee, in form and substance reasonably
         satisfactory to the Trustee, an Officers' Certificate and an Opinion of
         Counsel, each to the effect that such consolidation, merger, transfer,
         sale, assignment, conveyance, lease or other transaction and the
         supplemental indenture in respect thereof comply with this Indenture
         and that all conditions precedent therein provided for relating to such
         transaction have been complied with.

                                       56
<PAGE>

         (3) Notwithstanding the foregoing, the provisions of Section 801(2)
shall not apply to any Guarantor whose Subsidiary Guarantee is unconditionally
released and discharged in accordance with Article Thirteen.

SECTION 802.  Successor Substituted.

         Upon any consolidation or merger, or any sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets of the Company or any Guarantor, if any, in accordance with Section 801,
the successor Person formed by such consolidation or into which the Company or
such Guarantor, as the case may be, is merged or the successor Person to which
such sale, assignment conveyance, transfer, lease or disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of
the Company or such Guarantor, as the case may be, under this Indenture, the
Securities and/or the related Subsidiary Guarantee, as the case may be, with the
same effect as if such successor had been named as the Company or such
Guarantor, as the case may be, herein, in the Securities and/or in the
Subsidiary Guarantee, as the case may be, and the Company or such Guarantor, as
the case may be, shall be discharged from all obligations and covenants under
this Indenture and the Securities or its Subsidiary Guarantee, as the case may
be; provided that in the case of a transfer by lease or a sale of substantially
all of the assets of the Company or a Guarantor that results in the sale,
assignment, conveyance, transfer or other disposition of assets constituting or
accounting for less than 95% of the consolidated assets, revenues or
consolidated net income (loss) of the Company or such Guarantor, as the case may
be, the predecessor shall not be released from the payment of principal and
interest on the Securities or its Subsidiary Guarantee, as the case may be.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES


SECTION 901.  Supplemental Indentures and Agreements Without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution, the Guarantors, when authorized by their respective Board
Resolutions, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto or agreements or other instruments
with respect to this Indenture, in form satisfactory to the Trustee, for any of
the following purposes:

                  (1) to evidence the succession of another Person to the
         Company or any Guarantor and the assumption by any such successor of
         the covenants of the Company or any Guarantor herein and in the
         Securities or Subsidiary Guarantees, as the case may be; or

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

                                       57
<PAGE>

         the benefit of such series) or to surrender any right or power herein
         conferred upon the Company; or

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

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

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

                  (6) to secure the Securities; or

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

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

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

                  (10) to add new Guarantors.

SECTION 902.  Supplemental Indentures With Consent of Holders.

         Except as permitted by Section 901, with the consent of the Holders of
at least a majority in aggregate principal amount of the Outstanding Securities
of each series affected by such supplemental indenture, by Act of said Holders
delivered to the Company, the Guarantors, if any, and the Trustee, the Company,
when authorized by a Board Resolution, the Guarantors, if any, when authorized
by their respective Board Resolutions and the Trustee may (i) enter into an
indenture or indentures supplemental hereto or agreements or other instruments
with respect to

                                       58
<PAGE>

this Indenture, in form satisfactory to the Trustee for the purpose of adding
any provisions to or amending, modifying or changing in any manner or
eliminating any of the provisions of this Indenture (including, but not limited
to, for the purpose of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture) or (ii) waive compliance with
any provision in this Indenture (other than waivers of past Defaults covered by
Section 513 and waivers of covenants which are covered by Section 1009);
provided, however, that no such supplemental indenture agreement or instrument
shall, without the consent of the Holder of each Outstanding Security affected
thereby,

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption thereof, or reduce the amount of the
         principal of an Original Issue Discount Security or any other Security
         which would be due and payable upon a declaration of acceleration of
         the Maturity thereof pursuant to Section 502, or change any Place of
         Payment where, or the coin or currency in which, any Security or any
         premium or interest thereon is payable, or impair the right to
         institute suit for the enforcement of any such payment on or after the
         Stated Maturity thereof (or, in the case of redemption, on or after the
         Redemption Date or in the case of an offer to purchase Securities which
         has been made pursuant to a covenant contained in this Indenture, on or
         after the applicable purchase date);

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

                  (3) modify any of the provisions of this Section 902, Section
         513 or Section 1009, except to increase any such percentage of
         Outstanding Securities required for any such actions or to provide that
         certain other provisions of this Indenture cannot be modified or waived
         without the consent of the Holder of each Outstanding Security affected
         thereby; provided, however, that this clause shall not be deemed to
         require the consent of any Holder with respect to changes in the
         references to "the Trustee" and concomitant changes in this Section 902
         and Section 1009, or the deletion of this proviso, in accordance with
         the requirements of Sections 611 and 901(8);

                  (4) except as otherwise permitted under Article Eight, consent
         to the assignment or transfer by the Company or any Guarantor of any of
         its rights and obligations hereunder;

                  (5) amend or modify any of the provisions of this Indenture in
         any manner which subordinates the Securities issued hereunder in right
         of payment to any other Indebtedness of the Company or which
         subordinates any Subsidiary Guarantee in right of payment to any other
         Indebtedness of the Guarantor issuing such Subsidiary Guarantee; or

                  (6) following the making of an offer to purchase Securities
         which has been made pursuant to a covenant contained in this Indenture,
         modify the provisions of this

                                       59
<PAGE>

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

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

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

SECTION 903.  Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture, agreement, instrument or waiver permitted by this
Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Trust
Indenture Act Sections 315(a) through 315(d) and Section 603(1) hereof) shall be
fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate stating that the execution of such supplemental indenture, agreement
or instrument (i) is authorized or permitted by this Indenture and (ii) does not
violate the provisions of any agreement or instrument evidencing any other
Indebtedness of the Company, any Guarantor or any other Significant Subsidiary.
The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture, agreement or instrument which affects the Trustee's own rights,
duties or immunities under this Indenture, any Subsidiary Guarantee or
otherwise.

SECTION 904.  Effect of Supplemental Indentures.

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

SECTION 905.  Conformity with Trust Indenture Act.

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

SECTION 906.  Reference in Securities to Supplemental Indentures.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental

                                       60
<PAGE>

indenture. If the Company shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company, if
applicable the Subsidiary Guarantees may be endorsed thereon and such new
Securities may be authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.


                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.  Payment of Principal, Premium and Interest.

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

SECTION 1002.  Maintenance of Office or Agency.

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

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

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

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

                                       61
<PAGE>

         Whenever the Company shall have one or more Paying Agents, and if the
Company or any of its Affiliates are not acting as Paying Agent for any series
of Securities, it will, on or before each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum in same day funds sufficient to pay such amount so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal, or any 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.

         If the Company is not acting as Paying Agent, the Company will cause
each Paying Agent for any series of Securities other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will (i) hold all sums held by it for the payment of the principal of, and
any premium or interest on the Securities 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, (ii) give the Trustee notice of any
default by the Company, any Guarantor, if any, or other obligor upon the
Securities of that series in the making of any payment of principal of or any
premium or interest on the Securities, (iii) during the continuance of any
default by the Company, the Guarantors, if applicable, or any other obligor upon
the Securities of that series, upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series, and (iv) acknowledge,
accept and agree to comply in all respects with the provisions of this Indenture
relating to the duties, rights and liabilities of such Paying Agent.

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

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

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SECTION 1004.  Statement by Officers as to Default.

         (1) The Company will deliver to the Trustee on or before a date not
more than 120 days after the end of each fiscal year of the Company ending after
the date hereof, and 60 days after the end of each fiscal quarter ending after
the date hereof, a written statement signed by two executive officers of the
Company, and the Guarantors, one of whom shall be the principal executive
officer, principal financial officer or principal accounting officer of the
Company and the Guarantors, as to compliance herewith, including whether or not,
after a review of the activities of the Company during such year and of the
Company's and each Guarantor's performance under this Indenture, to the best
knowledge, based on such review, of the signers thereof, the Company and each
Guarantor have fulfilled all of their respective obligations and are in
compliance with all conditions and covenants under this Indenture throughout
such year, and, if there has been a default hereunder, specifying each default
and the nature and status thereof and any actions being taken by the Company
thereto.

         (2) When any Default or Event of Default has occurred and is
continuing, or if the Trustee or any Holder or the trustee for or the holder of
any other evidence of Indebtedness of the Company or any Subsidiary gives any
notice or takes any other action with respect to a claimed default the Company
shall deliver to the Trustee by registered or certified mail or facsimile
transmission followed by an originally executed copy of an Officers' Certificate
specifying such Default, Event of Default, notice or other action, the status
thereof and what actions the Company is taking or proposes to take with respect
thereto, within five Business Days after the occurrence of such Default or Event
of Default.

SECTION 1005.  Existence.

         Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect the corporate
existence and related rights and franchises (charter and statutory) of the
Company and each Guarantor; provided, however, that the Company shall not be
required to preserve any such right or franchise or the corporate existence of
any Guarantor if the Board of Directors of the Company shall determine that the
preservation thereof is no longer necessary or desirable in the conduct of the
business of the Company and its Subsidiaries as a whole; and provided further,
however, that the foregoing shall not prohibit a sale, transfer or conveyance of
a Subsidiary or any of its assets in compliance with the terms of this
Indenture.

SECTION 1006.  Maintenance of Properties.

         The Company will cause all material properties owned by the Company or
any of its Subsidiaries or used or held for use in the conduct of its business
or the business of any of its Subsidiaries to be maintained and kept in good
condition, repair and working order (ordinary wear and tear excepted) and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the reasonable judgment of the Company may be consistent with sound business
practice and necessary so that the business carried on in connection therewith
may be properly conducted at all times; provided, however, that nothing in this
Section shall prevent the Company from

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discontinuing the maintenance of any of such properties if such discontinuance
is, in the reasonable judgment of the Company, desirable in the conduct of its
business or the business of any Subsidiaries; and provided, further, however,
that the foregoing shall not prohibit a sale, transfer or conveyance of a
Subsidiary or any of its assets in compliance with the terms of this Indenture.

SECTION 1007.  Payment of Taxes and Other Claims.

         The Company shall pay or discharge or cause to be paid or discharged,
on or before the date the same shall become due and payable, (i) all taxes,
assessments and governmental charges levied or imposed upon the Company or any
of its Subsidiaries shown to be due on any return of the Company or of its
Subsidiaries or otherwise assessed, or upon the income, profits or property of
the Company or any of its Subsidiaries if failure to pay or discharge the same
could reasonably be expected to have a material adverse effect on the ability of
the Company or any Guarantor to perform its obligations hereunder, and (ii) all
lawful claims for labor, materials and supplies, which, if unpaid, would by law
become a Lien upon the property of the Company or any of its Subsidiaries if
failure to pay or discharge the same could reasonably be expected to have a
material adverse effect on the ability of the Company or any Guarantor to
perform its obligations hereunder; provided, however, that the Company shall not
be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings properly instituted and
diligently conducted and in respect of which appropriate reserves (in the good
faith judgment of management of the Company) are being maintained in accordance
with generally accepted accounting principles .

SECTION 1008.  Maintenance of Insurance.

         The Company shall, and shall cause its Subsidiaries to, keep at all
times all of their properties which are of an insurable nature insured against
loss or damage with insurers believed by the Company in good faith to be
financially sound and responsible, against loss or damage, to the extent that
property of similar character is usually so insured by corporations similarly
situated and owning like properties in the same general geographic areas in
which the Company and its Subsidiaries operate, except where the failure to do
so could not reasonably be expected to have a material adverse effect on the
condition (financial or otherwise), earnings, business affairs or prospects of
the Company and its Subsidiaries, taken as a whole.

SECTION 1009.  Waiver of Certain Covenants.

         Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(21),
901(2) or 901(7) for the benefit of the Holders of such series if before the
time for such compliance, the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective,

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<PAGE>

the obligations of the Company and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.  Applicability of Article.

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


SECTION 1102.  Election to Redeem; Notice to Trustee.

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

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

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

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<PAGE>

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

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

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

SECTION 1104.  Notice of Redemption.

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

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

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

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

                  (5) the place or places where each such Security is to be
         surrendered for payment of the Redemption Price, and

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

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

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<PAGE>

SECTION 1105.  Deposit of Redemption Price.

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

SECTION 1106.  Securities Payable on Redemption Date.

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

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

SECTION 1107.  Securities Redeemed in Part.

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

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                                 ARTICLE TWELVE

                           SUBORDINATION OF SECURITIES

SECTION 1201.  Applicability of Article.

         Unless otherwise provided with respect to the Securities of any series
in or pursuant to the Board Resolution or supplemental indenture establishing
such series of Securities pursuant to Section 301, the provisions of this
Article shall be applicable to each series of Securities.

SECTION 1202.  Securities Subordinate to Senior Indebtedness of the Company.

         The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the Indebtedness represented
by the Securities and the payment of the principal of (and premium, if any) and
interest on each and all of the Securities of such series are hereby expressly
made subordinate and subject in right of payment as provided in this Article
Twelve to the prior payment in full of all Senior Indebtedness of the Company.

         This Article Twelve shall constitute a continuing offer to all Persons
who, in reliance upon such provisions, become holders of, or continue to hold
Senior Indebtedness of the Company; and such provisions are made for the benefit
of the holders of Senior Indebtedness of the Company; and such holders are made
obligees hereunder and they, or each of them, may enforce such provisions.

SECTION 1203.  Payment Over of Proceeds Upon Dissolution, Etc.

         In the event of (1) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company, or to its assets,
or (2) any liquidation, dissolution or other winding up of the Company, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy,
or (3) any assignment for the benefit of creditors or any other marshalling of
assets and liabilities of the Company, then and in any such event specified in
(1), (2) or (3) above (each such event, if any, herein sometimes referred to as
a "Proceeding"):

         (A) the holders of Senior Indebtedness of the Company shall be entitled
to receive payment in full of all amounts due on or in respect of Senior
Indebtedness before the Holders of the Securities are entitled to receive any
payment or distribution of any kind or character (excluding securities of the
Company or any other corporation that are equity securities or are subordinated
in right of payment to all Senior Indebtedness, that may be outstanding, to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article ("Permitted Junior Securities"))
on account of the principal of, premium, if any, or interest on the Securities
or on account of the purchase, redemption, defeasance or other acquisition of,
or in respect of, the Securities (other than amounts previously set aside with
the Trustee, or payments previously made, in either case, pursuant to the
provisions of Sections 1502 and 1503 of this Indenture); and

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<PAGE>

         (B) any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities (excluding Permitted Junior
Securities), by set-off or otherwise, to which the Holders or the Trustee would
be entitled but for the provisions of this Article shall be paid by the
liquidating trustee or agent or other Person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, directly to the holders of Senior Indebtedness of the Company or
their representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness
of the Company may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the Senior Indebtedness of the Company held or
represented by each, to the extent necessary to make payment in full, of all
Senior Indebtedness of the Company remaining unpaid, after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness of
the Company; and

         (C) in the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (excluding Permitted Junior Securities),
in respect of principal, premium, if any, and interest on the Securities before
all Senior Indebtedness of the Company is paid in full, then and in such event
such payment or distribution (excluding permitted Junior Securities) shall be
paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payments
or distributions of assets of the Company for application to the payment of all
Senior Indebtedness of the Company remaining unpaid, to the extent necessary to
pay all Senior Indebtedness of the Company in full after giving effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness
of the Company.

         The consolidation of the Company with, or the merger of the Company
with or into, another Person or the liquidation or dissolution of the Company
following the sale, assignment, conveyance, transfer, lease or other disposal of
its properties and assets substantially as an entirety to another Person upon
the terms and conditions set forth in Article Eight shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the benefit
of creditors or marshaling of assets and liabilities of the Company for the
purposes of this Section 1203 if the Person formed by such consolidation or the
surviving entity of such merger or the Person which acquires by sale,
assignment, conveyance, transfer, lease or other disposal of such properties and
assets substantially as an entirety, as the case may be, shall, as a part of
such consolidation, merger, sale, assignment, conveyance, transfer, lease or
other disposal, comply with the conditions set forth in Article Eight.

SECTION 1204. Suspension of Payment When Senior Indebtedness of the Company in
Default.

         (1) Unless Section 1203 shall be applicable, upon the occurrence and
during the continuance of any default in the payment of any Senior Indebtedness
of the Company beyond any applicable grace period (a "Senior Payment Default")
and after the receipt by the Trustee from a Senior Representative of any Senior
Indebtedness of the Company of written notice of such default, no payment (other
than amounts previously set aside with the Trustee or payments previously made,
in either case, pursuant to Section 1502 or 1503 in this Indenture) or
distribution of any assets of the Company or any Subsidiary of any kind or
character (excluding

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<PAGE>

Permitted Junior Securities) may be made by the Company on account of the
principal of, premium, if any, or interest on, the Securities, or on account of
the purchase, redemption, defeasance or other acquisition of or in respect of,
the Securities unless and until such Senior Payment Default shall have been
cured or waived or shall have ceased to exist or such Senior Indebtedness of the
Company shall have been discharged or paid in full, after which the Company
shall (subject to the other provisions of this Article Twelve) resume making any
and all required payments in respect of the Securities, including any missed
payments; provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with Article Sixteen by
delivering and crediting pursuant to Section 1602 Securities which have been
acquired (upon redemption or otherwise) prior to such Senior Payment Default.

         (2) Unless Section 1203 shall be applicable, (A) upon the occurrence
and during the continuance of any non-payment default with respect to any Senior
Indebtedness of the Company pursuant to which the maturity thereof may then be
accelerated immediately (a "Senior Non-payment Default") and (B) after the
receipt by the Trustee and the Company from a Senior Representative of any
Senior Indebtedness of the Company of written notice of such Senior Non-payment
Default, no payment (other than any amounts previously set aside with the
Trustee, or payments previously made, in either case, pursuant to the provisions
of Sections 1502 and 1503 in this Indenture) or distribution of any assets of
the Company of any kind or character (excluding Permitted Junior Securities) may
be made by the Company or any Subsidiary on account of the principal of,
premium, if any, or interest on, the Securities, or on account of the purchase,
redemption, defeasance or other acquisition of, or in respect of, the Securities
for the period specified below ("Payment Blockage Period").

         (3) The Payment Blockage Period shall commence upon the receipt of
notice of the Senior Non-payment Default by the Trustee and the Company from a
Senior Representative and shall end on the earliest of (A) the 179th day after
such commencement, (B) the date on which such Senior Non-payment Default (and
all Senior Non-payment Defaults as to which notice is given after such Payment
Blockage Period is initiated) is cured, waived or ceases to exist or on which
such Senior Indebtedness of the Company is discharged or paid in full, or (C)
the date on which such Payment Blockage Period (and all Senior Non-payment
Defaults as to which notice is given after such Payment Blockage Period is
initiated) shall have been terminated by written notice to the Company or the
Trustee from the Senior Representative initiating such Payment Blockage Period,
after which, in the case of clauses (A), (B) and (C), the Company shall promptly
resume making any and all required payments in respect of the Securities,
including any missed payments. In no event will a Payment Blockage Period extend
beyond 179 days from the date of the receipt by the Company and the Trustee of
the notice initiating such Payment Blockage Period (such 179-day period referred
to as the "Initial Period"). Any number of notices of Non-payment Defaults may
be given during the Initial Period; provided that during any period of 365
consecutive days only one Payment Blockage Period, during which payment of
principal of, premium, if any, or interest on, the Securities may not be made,
may commence and the duration of such period may not exceed 179 days. No Senior
Non-payment Default with respect to any Senior Indebtedness of the Company that
existed or was continuing on the date of the commencement of any Payment
Blockage Period will be, or can be, made the basis for the commencement of a
second Payment Blockage Period, whether or not within a period of 365
consecutive days, unless such default has been cured or waived for a period of
not less than 90

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<PAGE>

consecutive days. The Company shall deliver a notice to the Trustee promptly
after the date on which any Senior Non-payment Default is cured or waived or
ceases to exist or on which the Senior Indebtedness of the Company related
thereto is discharged or paid in full, and the Trustee is authorized to act in
reliance on such notice.

         (4) In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, then and in such event such payment shall
be paid over and delivered forthwith to a Senior Representative of the holders
of the Senior Indebtedness of the Company or as a court of competent
jurisdiction shall direct.

SECTION 1205.  Payment Permitted If No Default.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent the Company, at any time except during the
pendency of any Proceeding referred to in Section 1203 or under the conditions
described in Section 1204, from making Securities Payments.

SECTION 1206. Subrogation to Rights of Holders of Senior Indebtedness of the
Company.

         After the payment in full, the Holders of the Securities shall be
subrogated to the rights of the holders of such Senior Indebtedness of the
Company to receive payments and distributions of cash, property and securities
applicable to the Senior Indebtedness of the Company until the principal of (and
premium, if any) and interest on the Securities shall be paid in full. For
purposes of such subrogation, no payments or distributions to the holders of the
Senior Indebtedness of the Company of any cash, property or securities to which
the Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article to the holders of Senior Indebtedness of the Company by Holders of
the Securities or the Trustee, shall, as among the Company, its creditors other
than holders of Senior Indebtedness of the Company and the Holders of the
Securities, be deemed to be a payment or distribution by the Company to or on
account of the Senior Indebtedness of the Company.

SECTION 1207.  Provisions Solely to Define Relative Rights.

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

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Indebtedness of the Company (a) in any Proceeding referred to in Section 1203 to
receive, pursuant to and in accordance with such Section, cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder or (2)
under the conditions specified in Section 1204, to prevent any payment
prohibited by such Section or enforce their rights pursuant to Section 1204(d).

SECTION 1208.  Trustee to Effectuate Subordination.

         Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes,
including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Company whether in bankruptcy, insolvency, receivership
proceedings, or otherwise, the timely filing of a claim for the unpaid balance
of the indebtedness of the Company owing to such Holder in the form required in
such proceedings and the causing of such claim to be approved.

SECTION 1209.  No Waiver of Subordination Provisions.

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

         (2) Without in any way limiting the generality of subsection (1) of
this Section, the holders of Senior Indebtedness of the Company may, at any time
and from time to time, without the consent of or notice to the Trustee or the
Holders of the Securities, without incurring responsibility to the Holders of
the Securities and without impairing or releasing the subordination provided in
this Article or the obligations hereunder of the Holders of the Securities to
the holders of Senior Indebtedness of the Company, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, Senior Indebtedness of the Company, or
otherwise amend or supplement in any manner Senior Indebtedness of the Company
or any instrument evidencing the same or any agreement under which Senior
Indebtedness of the Company is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness of the Company; (iii) release any Person liable in any manner for
the collection of Senior Indebtedness of the Company; and (iv) exercise or
refrain from exercising any rights against the Company and any other Person;
provided, however, that in no event shall any such actions limit the right of
the Holders of the Securities to take any action to accelerate the maturity of
the Securities pursuant to Article Five of this Indenture or to pursue any
rights or remedies hereunder or under applicable laws if the taking of such
action does not otherwise violate the terms of this Article.

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<PAGE>

SECTION 1210.  Notice to Trustee.

         (1) The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Securities. Notwithstanding the provisions of
this Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Indebtedness of the Company or from any Senior
Representative therefor; and, prior to the receipt of any such written notice,
the Trustee shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
provided for in this Section by Noon, Eastern Time, on the Business Day prior to
the date upon which by the terms hereof any money may become payable for any
purpose (including, without limitation, the payment of the principal of (and
premium, if any) or interest on any Security), then, anything herein contained
to the contrary notwithstanding but without limiting the rights and remedies of
the holders of Senior Indebtedness of the Company or an agent, representative,
fiduciary or trustee thereof, the Trustee shall have full power and authority to
receive such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it after such date; nor shall the Trustee be charged with knowledge
of the curing of any such default or the elimination of the act or condition
preventing any such payment unless and until the Trustee shall have received an
Officers' Certificate to such effect.

         (2) The Trustee shall be entitled to rely on the delivery to it of a
written notice to the Trustee and the Company by a Person representing himself
to be a holder of Senior Indebtedness of the Company (or a Senior Representative
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness of the Company (or a Senior Representative therefor); provided,
however, that failure to give such notice to the Company shall not affect in any
way the ability of the Trustee to rely on such notice. In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Indebtedness of the Company to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Indebtedness of the Company held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

SECTION 1211.  Reliance on Judicial Order or Certificate of Liquidating Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such Proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, or a certificate of a Senior Representative for Senior
Indebtedness of the Company, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled to participate
in

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<PAGE>

such payment or distribution, the holders of the Senior Indebtedness of the
Company and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article, provided that the foregoing shall apply
only if such court has been fully apprised of the provisions of this Article
Twelve.

SECTION 1212. Rights of Trustee as Holder of Senior Indebtedness of the Company;
Preservation of Trustee's Rights.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness of the
Company which may at any time be held by it, to the same extent as any other
holder of Senior Indebtedness of the Company, and nothing in this Indenture
shall deprive the Trustee of any of its rights as such holder.

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

SECTION 1213.  Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that Section 1212 shall not apply to the Company, any Guarantor or any
Affiliate of the Company if it or such Guarantor or Affiliate acts as Paying
Agent.

SECTION 1214.  No Suspension of Remedies.

         Nothing contained in this Article shall limit the right of the Trustee
or the Holders of Securities to take any action to accelerate the maturity of
the Securities pursuant to Article Five of this Indenture or to pursue any
rights or remedies hereunder or under applicable law, subject to the rights, if
any, under this Article of the holders, from time to time, of Senior
Indebtedness of the Company to receive any cash, property or securities
receivable upon the exercise of such rights or remedies.

SECTION 1215.  Trustee's Relation to Senior Indebtedness of the Company.

         With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness of
the Company shall be read into this Article against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness of the Company and the Trustee shall not be liable to any holder of
Senior Indebtedness of the Company if it shall in good faith mistakenly (absent
negligence or willful misconduct) pay over or deliver to Holders, the Company or
any other Person moneys or assets to which any holder of Senior Indebtedness of
the Company shall be entitled by virtue of this Article or otherwise.

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                                ARTICLE THIRTEEN

                              SUBSIDIARY GUARANTEE

SECTION 1301.  Applicability of Article.

         Unless the Company elects to issue any series of Securities without the
benefit of the Subsidiary Guarantees, which election shall be evidenced in or
pursuant to the Board Resolution or supplemental indenture establishing such
series of Securities pursuant to Section 301, the provisions of this Article
shall be applicable to each series of Securities except as otherwise specified
in or pursuant to the Board Resolution or supplemental indenture establishing
such series pursuant to Section 301.
SECTION 1302.  Subsidiary Guarantee.

         (1) Subject to Section 1301, each Guarantor hereby, jointly and
severally, fully and unconditionally guarantees to each Holder of a Security
authenticated and delivered by the Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest on such Security when and as the
same shall become due and payable, whether at the Stated Maturity, by
acceleration, call for redemption, offer to purchase or otherwise, in accordance
with the terms of such Security and of this Indenture, and each Guarantor
similarly guarantees to the Trustee the payment of all amounts owing to the
Trustee in accordance with the terms of this Indenture. In case of the failure
of the Company punctually to make any such payment, each Guarantor hereby,
jointly and severally, agrees to cause such payment to be made punctually when
and as the same shall become due and payable, whether at the Stated Maturity or
by acceleration, call for redemption, offer to purchase or otherwise, and as if
such payment were made by the Company.

         (2) Each of the Guarantors hereby jointly and severally agrees that its
obligations hereunder shall be absolute, unconditional, irrespective of, and
shall be unaffected by, the validity, regularity or enforceability of such
Security or this Indenture, the absence of any action to enforce the same or any
release, amendment, waiver or indulgence granted to the Company or any guarantor
or any consent to departure from any requirement of any other guarantee of all
or any of the Securities of such series or any other circumstances which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor; provided, however, that, notwithstanding the foregoing, no such
release, amendment, waiver or indulgence shall, without the consent of such
Guarantor, increase the principal amount of such Security, or increase the
interest rate thereon, or alter the Stated Maturity thereof. Each of the
Guarantors hereby waives the benefits of diligence, presentment, demand for
payment, any requirement that the Trustee or any of the Holders protect, secure,
perfect or insure any security interest in or other Lien on any property subject
thereto or exhaust any right or take any action against the Company or any other
Person or any collateral, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to such Security or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Subsidiary Guarantee will not be discharged in respect of such Security
except by complete performance of the obligations contained in such Security and
in such Subsidiary Guarantee. Each Guarantor agrees that if, after the
occurrence and during the

                                       75
<PAGE>

continuance of an Event of Default, the Trustee or any of the Holders are
prevented by applicable law from exercising their respective rights to
accelerate the maturity of the Securities of a series, to collect interest on
the Securities of a series, or to enforce or exercise any other right or remedy
with respect to the Securities of a series, such Guarantor agrees to pay to the
Trustee for the account of the Holders, upon demand therefor, the amount that
would otherwise have been due and payable had such rights and remedies been
permitted to be exercised by the Trustee or any of the Holders.

         (3) The indebtedness of each Guarantor evidenced by the Subsidiary
Guarantees is, to the extent provided in this Indenture, subordinate and subject
in right of payment to the prior payment in full of all Senior Indebtedness of
each Guarantor, and the Subsidiary Guarantees are issued subject to the
provisions of this Indenture with respect thereto. Each Holder of such Security,
by accepting the same, will be deemed to have (i) agreed to and be bound by such
provisions, (ii) authorized and directed the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (iii) appointed the Trustee his attorney-in-fact for any and all
such purposes.

         (4) Each Guarantor shall be subrogated to all rights of the Holders of
the Securities upon which its Subsidiary Guarantee is endorsed against the
Company in respect of any amounts paid by such Guarantor on account of such
Security pursuant to the provisions of its Subsidiary Guarantee or this
Indenture; provided, however, that no Guarantor shall be entitled to enforce or
to receive any payments arising out of, or based upon, such right of subrogation
until the principal of (and premium, if any) and interest on all Securities of
the relevant series issued hereunder shall have been paid in full.

         (5) Each Guarantor that makes or is required to make any payment in
respect of its Subsidiary Guarantee shall be entitled to seek contribution from
the other Guarantors to the extent permitted by applicable law; provided,
however, that no Guarantor shall be entitled to enforce or receive any payments
arising out of, or based upon, such right of contribution until the principal of
(and premium, if any) and interest on all Securities of the relevant series
issued hereunder shall have been paid in full.

         (6) Each Subsidiary Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Company
for liquidation or reorganization, should the Company become insolvent or make
an assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any part of the Company's assets, and shall, to the fullest
extent permitted by law, continue to be effective or be reinstated, as the case
may be, if at any time payment and performance of the Securities of a series,
is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any Holder of the Securities, whether as a
"voidable preference," "fraudulent transfer," or otherwise, all as though such
payment or performance had not been made. In the event that any payment, or any
part thereof, is rescinded, reduced, restored or returned, the Securities shall,
to the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

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<PAGE>

SECTION 1303.  Execution and Delivery of Subsidiary Guarantees.

         The Subsidiary Guarantees to be endorsed on the Securities shall
include the terms of the Subsidiary Guarantee set forth in Section 1302 and any
other terms that may be set forth in the form established pursuant to Section
204. Subject to Section 1301, each of the Guarantors hereby agrees to execute
its Subsidiary Guarantee, in a form established pursuant to Section 204, to be
endorsed on each Security authenticated and delivered by the Trustee.

         The Subsidiary Guarantee shall be executed on behalf of each respective
Guarantor by any two of such Guarantor's Chairman of the Board, Vice Chairman of
the Board, Chief Executive Officer, President, one of its Vice Presidents, or
its Secretary. The signature of any or all of these persons on the Subsidiary
Guarantee may be manual or facsimile.

         A Subsidiary Guarantee bearing the manual or facsimile signature of
individuals who were at any time the proper officers of a Guarantor shall bind
such Guarantor, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of the Security on
which such Subsidiary Guarantee is endorsed or did not hold such offices at the
date of such Subsidiary Guarantee.

         The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee
endorsed thereon on behalf of the Guarantors and shall bind each Guarantor
notwithstanding the fact that Subsidiary Guarantee does not bear the signature
of such Guarantor. Each of the Guarantors hereby jointly and severally agrees
that its Subsidiary Guarantee set forth in Section 1302 and in the form of
Subsidiary Guarantee established pursuant to Section 204 shall remain in full
force and effect notwithstanding any failure to endorse a Subsidiary Guarantee
on any Security.

SECTION 1304.  Release of Guarantors.

         Unless otherwise specified pursuant to Section 301 with respect to a
series of Securities, each Subsidiary Guarantee will remain in effect with
respect to the respective Guarantor until the entire principal of, premium, if
any, and interest on the Securities to which such Subsidiary Guarantee relates
shall have been paid in full or otherwise discharged in accordance with the
provisions of such Securities and this Indenture and all amounts owing to the
Trustee hereunder have been paid; provided, however, that if (i) such Guarantor
ceases to be a Subsidiary in compliance with the applicable provisions of this
Indenture, (ii) the Securities are defeased and discharged pursuant to Section
1502 or (iii) all or substantially all of the assets of such Guarantor or all of
the Capital Stock of such Guarantor are sold (including by issuance, merger,
consolidation or otherwise) by the Company or any Subsidiary in a transaction
complying with the requirements of this Indenture, then, in each case of (i),
(ii) or (iii), upon delivery by the Company of an Officers' Certificate and an
Opinion of Counsel stating that all conditions precedent herein provided for
relating to the release of such Guarantor from its obligations under its
Subsidiary Guarantee and this Article Thirteen have been complied with, such
Guarantor or the Person acquiring such assets (in the event of a sale or other
disposition of all or substantially all of the assets or Capital Stock of such
Guarantor) shall be released and discharged of its obligations under its
Subsidiary Guarantee and under this Article Thirteen without any action on the
part of the Trustee or any Holder, and the Trustee shall execute any documents
reasonably

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<PAGE>

required in order to acknowledge the release of such Guarantor from its
obligations under its Subsidiary Guarantee endorsed on the Securities of a
series and under this Article Thirteen.

SECTION 1305.  Additional Guarantors.

         Unless otherwise specified pursuant to Section 301 with respect to a
series of Securities, the Company will cause any Subsidiary of the Company that
becomes a Subsidiary after the date the Securities of a series are first issued
hereunder to become a Guarantor as soon as practicable after such Subsidiary
becomes a Subsidiary. The Company shall cause any such Subsidiary to become a
Guarantor with respect to the Securities by executing and delivering to the
Trustee (i) a supplemental indenture, in form and substance satisfactory to the
Trustee, which subjects such Person to the provisions (including the
representations and warranties) of this Indenture as a Guarantor and (ii) an
Opinion of Counsel to the effect that such supplemental indenture has been duly
authorized and executed by such Person and such supplemental indenture and such
Person's obligations under its Subsidiary Guarantee and this Indenture
constitute the legal, valid, binding and enforceable obligations of such Person
(subject to such customary exceptions concerning creditors' rights and equitable
principles as may be acceptable to the Trustee in its discretion).



                                ARTICLE FOURTEEN

                                   [Reserved]


                                 ARTICLE FIFTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501.  Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may elect, at its option, at any time to have, Section 1502
or Section 1503 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 301 as being defeasible pursuant to
such Section 1502 or 1503, in accordance with any applicable requirements
provided pursuant to Section 301 and, upon compliance with the conditions set
forth below in this Article Fifteen (the "Defeased Securities"). Any such
election shall be evidenced in or pursuant to a Board Resolution or in another
manner specified as contemplated by Section 301 for such Securities.

SECTION 1502.  Defeasance and Discharge.

         Upon the Company's exercise under Section 1501 of the option (if any)
applicable to this Section 1502, the Company, each Guarantor and any other
obligor upon the Securities, if any, shall be deemed to have been discharged
from its obligations with respect to the Defeased Securities on the date the
conditions set forth in Section 1504 below are satisfied hereinafter
("Defeasance"). For this purpose, such Defeasance means that the Company, each
Guarantor and any other obligor under this Indenture shall be deemed to have
paid and discharged the entire

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<PAGE>

Indebtedness represented by the Defeased Securities, which shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 1505 and the other
Sections of this Indenture referred to in (i) and (ii) below, and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company and upon Company Request, shall execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (i) the rights of Holder of Defeased
Securities to receive, solely from the trust fund described in Section 1504 and
as more fully set forth in such Section, payments in respect of the principal
of, premium, if any, and interest on, such Securities, when such payments are
due, (ii) the Company's obligations with respect to such Defeased Securities
under Sections 304, 305, 306, 1002 and 1003, (iii) the rights, powers, trusts,
duties and immunities of the Trustee hereunder, including, without limitation,
the Trustee's rights under Section 607, and (iv) this Article Fifteen. Subject
to compliance with this Article Fifteen, the Company may exercise its option (if
any) under this Section 1502 notwithstanding the prior exercise of its option
(if any) under Section 1503 with respect to such Securities.

SECTION 1503. Covenant Defeasance.

         Upon the Company's exercise under Section 1501 of the option (if any)
applicable to this Section 1503, the Company and each Guarantor shall be
released from its obligations under any covenant or provision contained or
referred to in Sections 1006 through 1008, inclusive, the provisions of clause
(iii) of Section 801 (1), and any covenants or provisions provided pursuant to
Section 301(21), 901(2), 902(5) or 901(7) for the benefit of the Holders of such
Securities with respect to the Defeased Securities, on and after the date the
conditions set forth in Section 1504 below are satisfied (hereinafter, "Covenant
Defeasance"), and the Defeased Securities shall thereafter be deemed to be not
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such Covenant Defeasance means that, with respect
to the Defeased Securities, the Company and each Guarantor may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in or provided pursuant to any such Section, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 50l, (4), (5), (6) or (10) but, except as
specified above, the remainder of this Indenture and such Defeased Securities
shall be unaffected thereby.

SECTION 1504.  Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
1502 or Section 1503 to any Securities or any series of Securities, as the case
may be:

                  (1) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee that satisfies the
         requirements contemplated by Section 609 and agrees to comply with the
         provisions of this Article Fifteen applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefits of the
         Holders of such Securities, money, cash in United States dollars or
         U.S. Government Obligations or a

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<PAGE>

         combination thereof, in such amounts as will be sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants or a nationally recognized investment banking firm
         expressed in a written certification thereof delivered to the Trustee,
         to pay and discharge, and which shall be applied by the Trustee or any
         such other qualifying trustee to pay and discharge, the principal of,
         premium, if any, and interest on, such Securities on the Stated
         Maturities of such principal or interest (or on any date after which
         such Securities or series of Securities, as the case may be defeased as
         designated pursuant to Section 301 (such date being referred to as the
         "Defeasance Redemption Date") if at or prior to electing to either its
         option applicable to Section 1502 or its option applicable to Section
         1503, the Company has delivered to the Trustee an irrevocable notice to
         redeem such Securities on the Defeasance Redemption Date). For this
         purpose, "U.S. Government Obligation" means (x) any security which is
         (i) a direct obligation of the United States of America for the timely
         payment of which its full faith and credit is pledged or (ii) an
         obligation of a Person controlled or supervised by and acting as an
         agency or instrumentality of the United States of America the timely
         payment of which is unconditionally guaranteed as a full faith and
         credit obligation by the United States of America, which, in either
         case, is not callable or redeemable at the option of the issuer
         thereof, and shall also include (y) any depositary receipt issued by a
         bank (as defined in Section 3(a)(2) of the Securities Act) as custodian
         with respect to any U.S. Government Obligation or a specific payment of
         principal of or interest on any such U.S. Government Obligation held by
         such custodian for the account of the holder of such depositary
         receipt, provided that (except as required by law) such custodian is
         not authorized to make any deduction from the amount payable to the
         holder of such depositary receipt from any amount received by the
         custodian in respect of the U.S. Government Obligation or the specific
         payment of principal of or interest on the U.S. Government Obligation
         evidenced by such depositary receipt;

                  (2) In the case of an election under Section 1502, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (A) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling or (B) since the date hereof, there
         has been a change in the applicable federal income tax law, in either
         case to the effect that, and based thereon such opinion shall confirm
         that, the Holders of such Securities will not recognize income, gain or
         loss for federal income tax purposes as a result of such Defeasance and
         will be subject to federal income tax on the same amounts, in the same
         manner and at the same times as would be the case if such Defeasance
         had not occurred;

                  (3) In the case of an election under Section 1503, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders of such Securities will not recognize income, gain or
         loss for federal income tax purposes as a result of such Covenant
         Defeasance and will be subject to federal income tax on the same
         amount, in the same manner and at the same times as would be the case
         if such Covenant Defeasance had not occurred;

                  (4) No Default or Event of Default shall have occurred and be
         continuing on the date of such deposit or insofar as Section 501(7) or
         (8) is concerned, at any time during the period ending on the 91st days
         after the date of deposit (it being understood

                                       80
<PAGE>

         that this condition shall not be deemed satisfied until the expiration
         of such period) (other than a Default which results from the borrowing
         of amounts to finance the defeasance and which borrowing does not
         result in a breach or violation of, or constitute a default, under any
         other material agreement or instrument to which the Company or any
         Significant Subsidiary Guarantor is a party or to which it is bound);

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

                  (6) Such Defeasance or Covenant Defeasance shall not cause the
         Trustee for the Securities to have a conflicting interest in violation
         of and for purposes of the Trust Indenture Act (with respect to any
         other securities of the Company or any Guarantor);

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

                  (8) Such defeasance or covenant defeasance shall not result in
         the trust arising from such deposit constituting an investment company
         within the meaning of the Investment Company Act of 1940, as amended,
         unless such trust shall be registered under such Act or exempt from
         registration thereunder;

                  (9) The Company shall have delivered to the Trustee an Opinion
         of Independent Counsel in the United States to the effect that
         (assuming that no Holder of any Securities would be considered an
         insider of the Company under any applicable bankruptcy or insolvency
         law) after the 91st day following the deposit, the trust funds will not
         be subject to the effect of any applicable bankruptcy, insolvency,
         reorganization or similar laws affecting creditors' rights generally;

                  (10) The Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders of the Securities or
         any Subsidiary Guarantee over the other creditors of the Company or any
         Guarantor with the intent of defeating, hindering, delaying or
         defrauding creditors of the Company, any Guarantor or others;

                  (11) No event or condition shall exist that would prevent the
         Company from making payments of the principal of, premium, if any, and
         interest on the Securities on the date of such deposit or at any time
         ending on the 91st day after the date of such deposit; and

                  (12) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Independent Counsel, each
         stating that all conditions precedent provided for relating to either
         the Defeasance under Section 1502 or the Covenant Defeasance under
         Section 1503 (as the case may be) have been complied with.

                                       81
<PAGE>

         Opinions of Counsel or Opinions of Independent Counsel required to be
delivered under this Section shall be in form and substance reasonably
satisfactory to the Trustee may have qualifications customary for opinions of
the type required and counsel delivering such opinions may rely on certificates
of the Company or government or other officials customary for opinions of the
type required, which certificates shall be limited as to matters of fact,
including that various financial covenants have been complied with.

SECTION 1505. Deposited Money and U.S. Government Obligations to Be Held in
Trust; Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 1003, all
money, United States dollars and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee or other qualifying trustee (solely
for the purposes of this Section and Section 1506, the Trustee and any such
other trustee are referred to collectively as the "Trustee") pursuant to Section
1504 in respect of any Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(excluding the Company or any of its Affiliates acting as its own Paying Agent),
as the Trustee may determine, to the Holders of such Securities of all sums due
and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1504 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
imposed, assessed or for the account of the Holders of Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money, United States dollars or U.S. Government Obligations held by it as
provided in Section 1504 with respect to any Securities which, in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance.

SECTION 1506.  Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money, United
States dollars or U.S. Government Obligations in accordance with Section 1502 or
1503, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities and any Guarantor's obligations under any Subsidiary Guarantee shall
be revived and reinstated, with present and prospective effect, as though no
deposit had occurred pursuant to Section 1502 or 1503, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money,
United States dollars or U.S. Government Obligations in accordance with Section
1502 or 1503, as the case may be; provided, however, that if the Company makes
any payment to the Trustee or Paying Agent of principal, premium, if any, or

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interest on any Security following such reinstatement of its obligations, the
Trustee or Paying Agent shall promptly pay and such amount to the Holders of the
Securities and the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money, United States dollars or
U.S. Government Obligations held by the Trustee or Paying Agent.


                                 ARTICLE SIXTEEN

                                  SINKING FUNDS

SECTION 1601.  Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities. The minimum amount of any
sinking fund payment provided for by the terms of any Securities is herein
referred to as a "mandatory sinking fund payment," and any payment in excess of
such minimum amount provided for by the terms of such Securities is herein
referred to as an "optional sinking fund payment," If provided for by the terms
of any Securities, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 1602. Each sinking fund payment shall be
applied to the redemption of Securities as provided for by the terms of such
Securities.

SECTION 1602.  Satisfaction of Sinking Fund Payments with Securities.

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

SECTION 1603.  Redemption of Securities for Sinking Fund.

         Not less than 35 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1602 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 32 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the

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redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                            _________________________

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

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

                                         SONIC AUTOMOTIVE, INC.


                                         By:____________________________________

Attest:

__________________

                                         [Signature Blocks for Guarantors]


                                         By:____________________________________

Attest:

__________________

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<PAGE>

STATE OF NEW YORK)
                          )
COUNTY OF NEW YORK        )

         On the _____ day of _________, _____, before me personally came
________________, to me known, who, being by me duly sworn, did depose and say
that he is ________________ of _______________________, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

__________________________


STATE OF NEW YORK         )
                          ) ss:
COUNTY OF NEW YORK        )

         On the _____ day of _________, _____, before me personally came
________________, to me known, who, being by me duly sworn, did depose and say
that he is ________________ of _______________________, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
__________________________


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<PAGE>

                                   SCHEDULE 1

                                   GUARANTORS


SUBSIDIARY                                                 STATE OF ORGANIZATION
----------                                                 ---------------------

Autobahn, Inc.................................................. California
Capitol Chevrolet and Imports, Inc............................. Alabama
Cobb Pontiac Cadillac, Inc..................................... Alabama
FA Service Corporation......................................... California
FAA Auto Factory, Inc.......................................... California
FAA Beverly Hills, Inc......................................... California
FAA Capitol N, Inc............................................. California
FAA Concord H, Inc............................................. California
FAA Concord N, Inc............................................. California
FAA Concord T, Inc............................................. California
FAA Dublin N, Inc.............................................. California
FAA Dublin VWD, Inc............................................ California
FAA Holding Corp............................................... California
FAA Las Vegas H, Inc........................................... Nevada
FAA Marin D, Inc............................................... California
FAA Marin F, Inc............................................... California
FAA Marin LR, Inc.............................................. California
FAA Poway D, Inc............................................... California
FAA Poway G, Inc............................................... California
FAA Poway H, Inc............................................... California
FAA Poway T, Inc............................................... California
FAA San Bruno, Inc............................................. California
FAA Santa Monica V, Inc........................................ California
FAA Serramonte H, Inc.......................................... California
FAA Serramonte L, Inc.......................................... California
FAA Serramonte, Inc............................................ California
FAA Stevens Creek, Inc......................................... California
FAA Torrance CPJ, Inc.......................................... California
FAA Woodland Hills VW, Inc..................................... California
FirstAmerica Automotive, Inc................................... Delaware
Fort Mill Chrysler-Plymouth-Dodge Inc.......................... South Carolina
Fort Mill Ford, Inc............................................ South Carolina
Franciscan Motors, Inc......................................... California
Freedom Ford, Inc.............................................. Florida
Frontier Oldsmobile-Cadillac, Inc.............................. North Carolina
HMC Finance Alabama, Inc. ..................................... Alabama
Kramer Motors Incorporated..................................... California
L Dealership Group, Inc........................................ Texas
Marcus David Corporation....................................... North Carolina

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Riverside Nissan, Inc.......................................... Oklahoma
Royal Motor Company, Inc....................................... Alabama
Santa Clara Imported Cars, Inc................................. California
Smart Nissan, Inc.............................................. California
Sonic Automotive-Bondesen, Inc................................. Florida
Sonic Automotive of Chattanooga, LLC........................... Tennessee
Sonic Automotive-Clearwater, Inc............................... Florida
Sonic Automotive Collision Center of Clearwater, Inc.
 ............................................................... Florida
Sonic Automotive F&I, LLC...................................... Nevada
Sonic Automotive of Georgia, Inc............................... Georgia
Sonic Automotive of Nashville, LLC............................. Tennessee
Sonic Automotive of Nevada, Inc................................ Nevada
Sonic Automotive Servicing Company, LLC........................ Nevada
Sonic Automotive of Tennessee, Inc............................. Tennessee
Sonic Automotive of Texas, L.P................................. Texas
Sonic Automotive West, LLC..................................... Nevada
Sonic Automotive-1307 N. Dixie Hwy., NSB, Inc.................. Florida
Sonic Automotive-1400 Automall Drive, Columbus,
Inc............................................................ Ohio
Sonic Automotive-1455 Automall Drive, Columbus,
Inc............................................................ Ohio
Sonic Automotive-1495 Automall Drive, Columbus,
Inc............................................................ Ohio
Sonic Automotive-1500 Automall Drive, Columbus,
Inc............................................................ Ohio
Sonic Automotive-1720 Mason Ave., DB, Inc...................... Florida
Sonic Automotive-1720 Mason Ave., DB, LLC...................... Florida
Sonic Automotive-1919 N. Dixie Hwy., NSB, Inc.................. Florida
Sonic Automotive-21699 U.S. Hwy 19 N., Inc..................... Florida
Sonic Automotive-241 Ridgewood Ave., HH, Inc................... Florida
Sonic Automotive 2424 Laurens Rd., Greenville,
Inc............................................................ South Carolina
Sonic Automotive-2490 South Lee Highway, LLC................... Tennessee
Sonic Automotive 2752 Laurens Rd., Greenville,
Inc............................................................ South Carolina
Sonic Automotive-3401 N. Main, TX, L.P......................... Texas
Sonic Automotive-3700 West Broad Street,
Columbus, Inc.................................................. Ohio
Sonic Automotive-3741 S. Nova Rd., PO, Inc..................... Florida
Sonic Automotive-4000 West Broad Street,
Columbus, Inc.................................................. Ohio
Sonic Automotive-4701 I-10 East, TX, L.P....................... Texas
Sonic Automotive-5221 I-10 East, TX, L.P....................... Texas
Sonic Automotive 5260 Peachtree Industrial Blvd.,
LLC............................................................ Georgia
Sonic Automotive-5585 Peachtree Industrial Blvd.,

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LLC............................................................ Georgia
Sonic Automotive-6008 N. Dale Mabry, FL, Inc................... Florida
Sonic Automotive-6025 International Drive, LLC................. Tennessee
Sonic Automotive-9103 E. Independence, NC, LLC................. North Carolina
Sonic-2185 Chapman Rd., Chattanooga, LLC....................... Tennessee
Sonic-Camp Ford, L.P........................................... Texas
Sonic-Carrollton V, L.P........................................ Texas
Sonic Chrysler-Plymouth-Jeep, LLC.............................. North Carolina
Sonic-Classic Dodge, Inc....................................... Alabama
Sonic Dodge, LLC............................................... North Carolina
Sonic-Fitzgerald Chevrolet, LLC................................ North Carolina
Sonic-FM Automotive, LLC....................................... Florida
Sonic-FM , Inc................................................. Florida
Sonic-FM Nissan, Inc........................................... Florida
Sonic-FM VW, Inc............................................... Florida
Sonic-Fort Worth T, L.P........................................ Texas
Sonic-Freeland, Inc............................................ Florida
Sonic-Global Imports, L.P...................................... Georgia
Sonic-Glover, Inc.............................................. Oklahoma
Sonic-Integrity Dodge LV, LLC.................................. Nevada
Sonic-Las Vegas C East, LLC.................................... Nevada
Sonic-Las Vegas C West, LLC.................................... Nevada
Sonic-Lloyd Nissan, Inc........................................ Florida
Sonic-Lloyd Pontiac-Cadillac, Inc.............................. Florida
Sonic-Lute Riley, L. P......................................... Texas
Sonic-Manhattan Fairfax, Inc................................... Virginia
Sonic-Manhattan Waldorf, Inc................................... Maryland
Sonic-Montgomery FLM, Inc...................................... Alabama
Sonic-Newsome Chevrolet World, Inc............................. South Carolina
Sonic-Newsome of Florence, Inc................................. South Carolina
Sonic-North Charleston, Inc.................................... South Carolina
Sonic-North Charleston Dodge, Inc.............................. South Carolina
Sonic Peachtree Industrial Blvd., L.P.......................... Georgia
Sonic-Reading, L.P............................................. Texas
Sonic-Richardson F, L.P........................................ Texas
Sonic-Riverside, Inc........................................... Oklahoma
Sonic-Riverside Auto Factory, Inc.............................. Oklahoma
Sonic-Rockville Imports, Inc................................... Maryland
Sonic-Rockville Motors, Inc.................................... Maryland
Sonic-Sam White Nissan, L.P.................................... Texas
Sonic-Sam White Oldsmobile, L.P................................ Texas
Sonic-Shottenkirk, Inc......................................... Florida
Sonic-Stevens Creek B, Inc..................................... California
Sonic-Superior Oldsmobile, LLC................................. Tennessee
Sonic of Texas, Inc............................................ Texas
Sonic-Volvo LV, LLC............................................ Nevada
Sonic-Williams Buick, Inc...................................... Alabama

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Sonic-Williams Cadillac, Inc................................... Alabama
Sonic-Williams Imports, Inc.................................... Alabama
Sonic-Williams Motors, LLC..................................... Alabama
Speedway Chevrolet, Inc........................................ Oklahoma
SRE Alabama-2, LLC............................................. Alabama
SRE Alabama-3, LLC............................................. Alabama
SRealEstate Arizona-1, LLC..................................... Arizona
SRealEstate Arizona-2, LLC..................................... Arizona
SRealEstate Arizona-3, LLC..................................... Arizona
SRealEstate Arizona-4, LLC..................................... Arizona
SRE Florida-1, LLC............................................. Florida
SRE Florida-2, LLC............................................. Florida
SRE Florida-3, LLC............................................. Florida
SRE Georgia-1, L.P............................................. Georgia
SRE Georgia-2, L.P............................................. Georgia
SRE Georgia-3, L.P............................................. Georgia
SRE Holding, LLC............................................... North Carolina
SRE Nevada-1, LLC.............................................. Nevada
SRE Nevada-2, LLC.............................................. Nevada
SRE Nevada-3, LLC.............................................. Nevada
SRE South Carolina-1, LLC...................................... South Carolina
SRE South Carolina-2, LLC...................................... South Carolina
SRE Tennessee-1, LLC........................................... Tennessee
SRE Tennessee-2, LLC........................................... Tennessee
SRE Tennessee-3, LLC........................................... Tennessee
SRE Texas-1, L.P............................................... Texas
SRE Texas-2, L.P............................................... Texas
SRE Texas-3, L.P............................................... Texas
SRE Virginia-1, LLC............................................ Virginia
Stevens Creek Cadillac, Inc.................................... California
Town and Country Chrysler-Plymouth-Jeep, LLC................... Tennessee
Town and Country Chrysler-Plymouth-Jeep of
Rock Hill, Inc................................................. South Carolina
Town and Country Dodge of Chattanooga, LLC..................... Tennessee
Town and Country Ford, Incorporated............................ North Carolina
Town and Country Ford of Cleveland, LLC........................ Tennessee
Town and Country Jaguar, LLC................................... Tennessee
Transcar Leasing, Inc.......................................... California
Village Imported Cars, Inc..................................... Maryland
Windward, Inc.................................................. Hawaii

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