<PAGE>
                                                                     Exhibit 4.5

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

                               NRP (OPERATING) LLC

                                   AS ISSUER,


                         NATURAL RESOURCE PARTNERS L.P.

                                  AS GUARANTOR,


                                     WPP LLC

                                    ACIN LLC

                                       AND

                                    WBRD LLC


                            AS SUBSIDIARY GUARANTORS,

                                       AND

                             [____________________],


                                   AS TRUSTEE

                                    INDENTURE


                         DATED AS OF ____________, 2003


                                 DEBT SECURITIES

================================================================================
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA SECTION                                                   INDENTURE SECTION
<S>                                                           <C>
310    (a)..................................................  7.10
       (b)..................................................  7.10
       (c)..................................................  N.A.
311    (a)..................................................  7.11
       (b)..................................................  7.11
       (c)..................................................  N.A.
312    (a)..................................................  5.01
       (b)..................................................  5.02
       (c)..................................................  5.02
313    (a)..................................................  5.03
       (b)..................................................  5.03
       (c)..................................................  13.03
       (d)..................................................  5.03
314    (a)..................................................  4.05
       (b)..................................................  N.A.
       (c)(1)...............................................  13.05
       (c)(2)...............................................  13.05
       (c)(3)...............................................  N.A.
       (d)..................................................  N.A.
       (e)..................................................  13.05
       (f)..................................................  N.A.
315    (a)..................................................  7.01
       (b)..................................................  6.07 & 13.03
       (c)..................................................  7.01
       (d)..................................................  7.01
       (e)..................................................  6.08
316    (a) (last sentence)..................................  1.01
       (a)(1)(A)............................................  6.06
       (a)(1)(B)............................................  6.06
       (a)(2)...............................................  9.01(d)
       (b)..................................................  6.04
       (c)..................................................  5.04
317    (a)(1)...............................................  6.02
       (a)(2)...............................................  6.02
       (b)..................................................  4.04
318    (a)..................................................  13.07
</TABLE>

N.A. means Not Applicable

NOTE: This Cross-Reference table shall not, for any purpose, be deemed part of
      this Indenture.


                                       i
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>                                                                          <C>
                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.   Definitions ...............................................    1
Section 1.02.   Other Definitions .........................................    7
Section 1.03.   Incorporation by Reference of Trust Indenture Act .........    7
Section 1.04.   Rules of Construction .....................................    7

                                   ARTICLE II
                                 DEBT SECURITIES

Section 2.01.   Forms Generally ...........................................    7
Section 2.02.   Form of Trustee's Certificate of Authentication ...........    8
Section 2.03.   Principal Amount; Issuable in Series ......................    8
Section 2.04.   Execution of Debt Securities ..............................   10
Section 2.05.   Authentication and Delivery of Debt Securities ............   11
Section 2.06.   Denomination of Debt Securities ...........................   12
Section 2.07.   Registration of Transfer and Exchange .....................   13
Section 2.08.   Temporary Debt Securities .................................   14
Section 2.09.   Mutilated, Destroyed, Lost or Stolen Debt Securities ......   15
Section 2.10.   Cancellation of Surrendered Debt Securities ...............   15
Section 2.11.   Provisions of the Indenture and Debt Securities for
                the Sole Benefit of the Parties and the Holders ...........   16
Section 2.12.   Payment of Interest; Interest Rights Preserved ............   16
Section 2.13.   Securities Denominated in Dollars .........................   16
Section 2.14.   Wire Transfers ............................................   16
Section 2.15.   Securities Issuable in the Form of a Global Security ......   16
Section 2.16.   Medium Term Securities ....................................   19
Section 2.17.   Defaulted Interest ........................................   19
Section 2.18.   CUSIP and ISIN Numbers ....................................   20

                                   ARTICLE III
                          REDEMPTION OF DEBT SECURITIES

Section 3.01.   Applicability of Article ..................................   21
Section 3.02.   Notice of Redemption; Selection of Debt Securities ........   21
Section 3.03.   Payment of Debt Securities Called for Redemption ..........   22
Section 3.04.   Mandatory and Optional Sinking Funds ......................   23
Section 3.05.   Redemption of Debt Securities for Sinking Fund ............   23

                                   ARTICLE IV
                       PARTICULAR COVENANTS OF THE COMPANY

Section 4.01.   Payment of Principal of, and Premium, If Any, and
                Interest on, Debt Securities ..............................   25
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                          <C>
Section 4.02.   Maintenance of Offices or Agencies for Registration
                of Transfer, Exchange and Payment of Debt Securities ......   25
Section 4.03.   Appointment to Fill a Vacancy in the Office of Trustee ....   25
Section 4.04.   Duties of Paying Agents, etc ..............................   26
Section 4.05.   SEC Reports; Financial Statements .........................   27
Section 4.06.   Compliance Certificate ....................................   27
Section 4.07.   Further Instruments and Acts ..............................   28
Section 4.08.   Existence .................................................   28
Section 4.09.   Maintenance of Properties .................................   28
Section 4.10.   Payment of Taxes and Other Claims .........................   28
Section 4.11.   Waiver of Certain Covenants ...............................   28

                                    ARTICLE V
                    HOLDERS' LISTS AND REPORTS BY THE TRUSTEE

Section 5.01.   Company to Furnish Trustee Information as to Names
                and Addresses of Holders; Preservation of Information .....   29
Section 5.02.   Communications to Holders .................................   29
Section 5.03.   Reports by Trustee ........................................   29
Section 5.04.   Record Dates for Action by Holders ........................   30

                                   ARTICLE VI
             REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

Section 6.01.   Events of Default .........................................   30
Section 6.02.   Collection of Debt by Trustee, etc. .......................   32
Section 6.03.   Application of Money Collected by Trustee .................   33
Section 6.04.   Limitation on Suits by Holders ............................   34
Section 6.05.   Remedies Cumulative; Delay or Omission in Exercise
                of Rights Not a Waiver of Default .........................   35
Section 6.06.   Rights of Holders of Majority in Principal Amount of
                Debt Securities to Direct Trustee and to Waive Default ....   35
Section 6.07.   Trustee to Give Notice of Defaults Known to It, but
                May Withhold Such Notice in Certain Circumstances .........   36
Section 6.08.   Requirement of an Undertaking to Pay Costs in Certain
                Suits under the Indenture or Against the Trustee ..........   36

                                   ARTICLE VII
                             CONCERNING THE TRUSTEE

Section 7.01.   Certain Duties and Responsibilities .......................   36
Section 7.02.   Certain Rights of Trustee .................................   37
Section 7.03.   Trustee Not Liable for Recitals in Indenture or
                in Debt Securities ........................................   39
Section 7.04.   Trustee, Paying Agent or Registrar May Own Debt Securities    39
Section 7.05.   Money Received by Trustee to Be Held in Trust .............   39
Section 7.06.   Compensation and Reimbursement ............................   39
Section 7.07.   Right of Trustee to Rely on an Officers' Certificate
                Where No Other Evidence Specifically Prescribed ...........   40
Section 7.08.   Separate Trustee; Replacement of Trustee ..................   40
</TABLE>


                                       iii
<PAGE>
<TABLE>
<S>                                                                          <C>
Section 7.09.   Successor Trustee by Merger ...............................   41
Section 7.10.   Eligibility; Disqualification .............................   41
Section 7.11.   Preferential Collection of Claims Against Company .........   42
Section 7.12.   Compliance with Tax Laws ..................................   42

                                  ARTICLE VIII
                             CONCERNING THE HOLDERS

Section 8.01.   Evidence of Action by Holders .............................   42
Section 8.02.   Proof of Execution of Instruments and of Holding
                of Debt Securities ........................................   42
Section 8.03.   Who May Be Deemed Owner of Debt Securities ................   42
Section 8.04.   Instruments Executed by Holders Bind Future Holders .......   43

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

Section 9.01.   Purposes for Which Supplemental Indenture May Be
                Entered into Without Consent of Holders ...................   44
Section 9.02.   Modification of Indenture with Consent of
                Holders of Debt Securities ................................   45
Section 9.03.   Effect of Supplemental Indentures .........................   46
Section 9.04.   Debt Securities May Bear Notation of Changes
                by Supplemental Indentures ................................   47

                                    ARTICLE X
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 10.01.  Consolidations and Mergers of the Company .................   47
Section 10.02.  Rights and Duties of Successor Company ....................   47

                                   ARTICLE XI
                          SATISFACTION AND DISCHARGE OF
                     INDENTURE; DEFEASANCE; UNCLAIMED MONEY

Section 11.01.  Applicability of Article ..................................   48
Section 11.02.  Satisfaction and Discharge of Indenture; Defeasance .......   48
Section 11.03.  Conditions of Defeasance ..................................   49
Section 11.04.  Application of Trust Money ................................   50
Section 11.05.  Repayment to Company ......................................   51
Section 11.06.  Indemnity for U.S. Government Obligations .................   51
Section 11.07.  Reinstatement .............................................   51

                                   ARTICLE XII
                                   [RESERVED]


                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

Section 13.01.  Successors and Assigns of Company Bound by Indenture ......   51
Section 13.02.  Acts of Board, Committee or Officer of Successor
                Company Valid .............................................   51
Section 13.03.  Required Notices or Demands ...............................   51
</TABLE>


                                       iv
<PAGE>
<TABLE>
<S>                                                                          <C>
Section 13.04.  Indenture and Debt Securities to Be Construed in
                Accordance with the Laws of the State of New York .........   53
Section 13.05.  Officers' Certificate and Opinion of Counsel to
                Be Furnished upon Application or Demand by the
                Company ...................................................   53
Section 13.06.  Payments Due on Legal Holidays ............................   53
Section 13.07.  Provisions Required by TIA to Control .....................   53
Section 13.08.  Computation of Interest on Debt Securities ................   53
Section 13.09.  Rules by Trustee, Paying Agent and Registrar ..............   54
Section 13.10.  No Recourse Against Others ................................   54
Section 13.11.  Severability ..............................................   54
Section 13.12.  Effect of Headings ........................................   54
Section 13.13.  Indenture May Be Executed in Counterparts .................   54

                                   ARTICLE XIV
                                    GUARANTEE

Section 14.01.  Unconditional Guarantee ...................................   54
Section 14.02.  Execution and Delivery of Notation of Guarantee ...........   56
Section 14.03.  Limitation on Guarantors' Liability .......................   56
Section 14.04.  Release of Guarantors from Guarantee ......................   57
Section 14.05.  Subsidiary Guarantor Contribution .........................   57
</TABLE>


Notation of Guarantee               Annex A


                                       v
<PAGE>
      THIS INDENTURE dated as of ___________, 2003 is among NRP (Operating) LLC,
a Delaware limited liability company (the "Company"), Natural Resource Partners
L.P., a Delaware limited partnership (the "Parent Guarantor"), WPP LLC, a
Delaware limited liability company, ACIN LLC, a Delaware limited liability
company, WBRD LLC, a Delaware limited liability company (together with WPP LLC
and ACIN LLC, the "Subsidiary Guarantors" and together with the Parent
Guarantor, WPP LLC and ACIN LLC, the "Guarantors"), and [__________________], a
__________________, as trustee (the "Trustee").

                   RECITALS OF THE COMPANY AND THE GUARANTORS

      The Company and Guarantors have duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of the Company's
debentures, notes, bonds or other evidences of indebtedness to be issued in one
or more series unlimited as to principal amount (herein called the "Debt
Securities"), and the Guarantee by each of the Guarantors of the Debt
Securities, as in this Indenture provided.

      The Company and the Guarantors are members of the same consolidated group
of companies. The Guarantors will derive direct and indirect economic benefit
from the issuance of the Debt Securities. Accordingly, each Guarantor has duly
authorized the execution and delivery of this Indenture to provide for its full,
unconditional and joint and several guarantee of the Debt Securities to the
extent provided in or pursuant to this Indenture.

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

      NOW, THEREFORE, THIS INDENTURE WITNESSETH

      That in order to declare the terms and conditions upon which the Debt
Securities are authenticated, issued and delivered, and in consideration of the
premises, and of the purchase and acceptance of the Debt Securities by the
holders thereof, the Partnership, the Guarantors and the Trustee covenant and
agree with one other, for the benefit of the respective Holders from time to
time of the Debt Securities or any series thereof, as follows:

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

      Section 1.01. Definitions.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For 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. The Trustee may request and may conclusively rely upon an Officers'
Certificate to determine whether any Person is an Affiliate of any specified
Person.

      "Agent" means any Registrar or paying agent.
<PAGE>
      "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

      "Board of Directors" means, so long as the Parent Guarantor is the sole
member of the Company, the board of directors of the General Partner or any
authorized committee of the board of directors of the General Partner or any
directors and/or officers of the General Partner to whom such board of directors
or such committee shall have duly delegated its authority to act hereunder. If
the Company shall change its form of entity to other than a limited liability
company, the references to the Board of Directors of the General Partner shall
mean the board of directors (or other comparable governing body) of the Company.

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

      The term "capital stock" of any Person means and includes any and all
shares, rights to purchase, warrants or options (whether or not currently
exercisable), participations or other equivalents of or interests in (however
designated) the equity (which includes, but is not limited to, common stock,
preferred stock and partnership and joint venture interests) of such Person
(excluding any debt securities that are convertible into, or exchangeable for,
such equity).

      "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" and "Company Order" mean, respectively, a written
request or order signed in the name of the Company by the Chairman of the Board,
the President or a Vice President of the Company, and by the Treasurer, an
Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or
an Assistant Secretary of the Company, and delivered to the Trustee, or if the
Company shall change its form of entity to other than a limited liability
company, by Persons or officers, agents and others holding positions comparable
to those of the foregoing nature, as applicable.

      "Custodian" means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.

      "Debt" of any Person at any date means any obligation created or assumed
by such Person for the repayment of borrowed money and any guarantee thereof.

      "Debt Security" or "Debt Securities" has the meaning stated in the first
recital of this Indenture and more particularly means any debt security or debt
securities, as the case may be, of any series authenticated and delivered under
this Indenture.

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

      "Depositary" means, unless otherwise specified by the Company pursuant to
either Section 2.03 or 2.15, with respect to Debt Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, The Depository Trust Company, New York,


                                       2
<PAGE>
New York, or any successor thereto registered as a clearing agency under the
Exchange Act or other applicable statute or regulations.

      "Dollar" or "$" means such currency of the United States as at the time of
payment is legal tender for the payment of public and private debts.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
any successor statute.

      "Floating Rate Security" means a Debt Security that provides for the
payment of interest at a variable rate determined periodically by reference to
an interest rate index specified pursuant to Section 2.03.

      "GAAP" means generally accepted accounting principles in the United
States, as in effect from time to time.

      "General Partner" means GP Natural Resource Partners LLC, a Delaware
limited liability company, and its successors as general partner of the general
partner of the Parent Guarantor.

      "Global Security" means with respect to any series of Debt Securities
issued hereunder, a Debt Security which is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and any
Indentures supplemental hereto, or resolution of the Board of Directors and set
forth in an Officers' Certificate, which shall be registered in the name of the
Depositary or its nominee and which shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, all the Outstanding Debt
Securities of such series or any portion thereof, in either case having the same
terms, including, without limitation, the same original issue date, date or
dates on which principal is due and interest rate or method of determining
interest.

      The term "guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Debt or other obligation of any
other Person and any obligation, direct or indirect, contingent or otherwise, of
such Person (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Debt or other obligation of such other Person (whether
arising by virtue of partnership arrangements, or by agreement to keep-well, to
purchase assets, goods, securities or services, to take-or-pay, or to maintain
financial statement conditions or otherwise) or (b) entered into for purposes of
assuring in any other manner the obligee of such Debt or other obligation of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); provided, however, that the term "guarantee" shall not
include endorsements for collection or deposit in the ordinary course of
business. The term "guarantee" used as a verb has a corresponding meaning.

      "Guarantor" means each of the Parent Guarantor and the Subsidiary
Guarantors.

      "Holder," "Holder of Debt Securities" or other similar terms means, a
Person in whose name a Debt Security is registered in the Debt Security Register
(as defined in Section 2.07(a)).


                                       3
<PAGE>
      "Indenture" means this instrument as originally executed, or, if amended
or supplemented as herein provided, as so amended or supplemented and shall
include the form and terms of particular series of Debt Securities as
contemplated hereunder, whether or not a supplemental Indenture is entered into
with respect thereto.

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

      "Lien" means, with respect to any asset, any mortgage, lien, security
interest, pledge, charge or other encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law.

      "Officer" means, with respect to a Person, the Chairman of the Board, the
President, any Vice President, the Treasurer, any Assistant Treasurer,
Controller, Secretary, Assistant Secretary or any Assistant Vice President of
such Person.

      "Officers' Certificate" means a certificate signed by two Officers of the
Company, one of whom must be the Company's chief executive officer, chief
financial officer or chief accounting officer (or if the Company shall change
its form of entity to other than a limited liability company, by Persons,
officers, agents and others holding positions comparable to those of the
foregoing nature, as applicable).

      "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee.

      "Original Issue Discount Debt Security" means any Debt Security that
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 6.01.

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

      (a)   Debt Securities of that series theretofore canceled by the Trustee
            or delivered to the Trustee for cancellation;

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


                                       4
<PAGE>
      (c)   Debt Securities of that series which have been paid pursuant to
            Section 2.09 or in exchange for or in lieu of which other Debt
            Securities have been authenticated and delivered pursuant to this
            Indenture, other than any such Debt Securities in respect of which
            there shall have been presented to the Trustee proof satisfactory to
            it that such Debt Securities are held by a bona fide purchaser in
            whose hands such Debt Securities are valid obligations of the
            Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Debt Securities of any series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Debt Securities owned by the Company or any other obligor upon the Debt
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Debt Securities which
a Trust Officer actually knows to be so owned shall be so disregarded. Debt
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 Debt Securities and that the
pledgee is not the Company or any other obligor upon the Debt Securities or an
Affiliate of the Company or of such other obligor. In determining whether the
Holders of the requisite principal amount of Outstanding Debt Securities have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of an Original Issue Discount Debt Security that
shall be deemed to be Outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.01.

      "Parent Guarantor" means the Person named as the "Parent Guarantor" 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
"Parent Guarantor" shall mean such successor Person.

      "Person" means any individual, corporation, partnership, joint venture,
limited liability company, incorporated or unincorporated association,
joint-stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

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

      "SEC" means the Securities and Exchange Commission.

      "Securities Act" means the Securities Act of 1933, as amended, and any
successor statute.

      "Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision


                                       5
<PAGE>
providing for the repurchase of such security at the option of the holder
thereof upon the happening of any contingency beyond the control of the issuer
unless such contingency has occurred).

      "Subsidiary" of any Person means:

      (1)   any corporation, association or other business entity of which more
            than 50% of the total voting power of equity interests entitled,
            without regard to the occurrence of any contingency, to vote in the
            election of directors, managers, trustees or equivalent Persons
            thereof, is at the time of determination owned or controlled,
            directly or indirectly, by such Person or one or more of the other
            Subsidiaries of such Person or a combination thereof; or

      (2)   in the case of a partnership, more than 50% of the partners' equity
            interests, considering all partners' equity interests as a single
            class, is at such time of determination owned or controlled,
            directly or indirectly, by such Person or one or more of the other
            Subsidiaries of such Person or a combination thereof.

      "Subsidiary Guarantors" means the Persons named as the "Subsidiary
Guarantors" in the first paragraph of this instrument, and any other Subsidiary
of the Company who may execute this Indenture, or a supplement thereto, for the
purpose of providing a Guarantee of Debt Securities pursuant to this Indenture,
in each case until a successor Person or Persons shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Subsidiary
Guarantors" shall mean such successor Person or Persons.

      "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
Sections 77aaa-77bbbb), as in effect on the date of this Indenture as
originally executed and, to the extent required by law, as amended.

      "Trustee" initially means [____________________] and any other Person or
Persons appointed as such from time to time pursuant to Section 7.08, and,
subject to the provisions of Article VII, includes its or their successors and
assigns. If at any time there is more than one such Person, "Trustee" as used
with respect to the Debt Securities of any series shall mean the Trustee with
respect to the Debt Securities of that series.

      "Trust Officer" means any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.

      "United States" means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

      "U.S. Government Obligations" means direct obligations of the United
States of America, obligations on which the payment of principal and interest is
fully guaranteed by the United States of America or obligations or guarantees
for the payment of which the full faith and credit of the United States of
America is pledged.


                                       6
<PAGE>
      "Yield to Maturity" means the yield to maturity, calculated at the time of
issuance of a series of Debt Securities, or, if applicable, at the most recent
redetermination of interest on such series and calculated in accordance with
accepted financial practice.

      Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
      TERM                                                                    DEFINED IN SECTION
      ----                                                                    ------------------
<S>                                                                           <C>
      "Debt Security Register".........................................          2.07
      "Defaulted Interest".............................................          2.17
      "Event of Default"...............................................          6.01
      "Funding Guarantor"..............................................         14.05
      "Guarantee"......................................................         14.01
      "Place of Payment"...............................................          2.03
      "Registrar"......................................................          2.07
      "Successor Company"..............................................         10.01
</TABLE>

      Section 1.03. Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.

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

      Section 1.04. Rules of Construction. Unless the context otherwise
requires:

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

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

      (c)   "or" is not exclusive;

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

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

      (f)   the principal amount of any noninterest bearing or other discount
security at any date shall be the principal amount thereof that would be shown
on a balance sheet of the issuer dated such date prepared in accordance with
GAAP.

                                   ARTICLE II
                                 DEBT SECURITIES

      Section 2.01. Forms Generally. The Debt Securities of each series shall be
in substantially the form established without the approval of any Holder by or
pursuant to a resolution of the Board of Directors 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


                                       7
<PAGE>
identification and such legends or endorsements placed thereon as the Company
may deem appropriate (and, if not contained in a supplemental Indenture entered
into in accordance with Article IX, as are not prohibited by the provisions of
this Indenture) or as may be required or appropriate to comply with any law or
with any rules made pursuant thereto or with any rules of any securities
exchange on which such series of Debt Securities may be listed, or to conform to
general usage, or as may, consistently herewith, be determined by the officers
executing such Debt Securities as evidenced by their execution of the Debt
Securities.

      The definitive Debt Securities of each series 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 Debt Securities,
as evidenced by their execution of such Debt Securities.

      Section 2.02. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Debt Securities authenticated by
the Trustee shall be in substantially the following form:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                 [____________________],
                                 As Trustee

                                 By:____________________________________________
                                        Authorized Signatory

      Section 2.03. Principal Amount; Issuable in Series. The aggregate
principal amount of Debt Securities which may be issued, executed,
authenticated, delivered and outstanding under this Indenture is unlimited.

      The Debt Securities may be issued in one or more series in fully
registered form. There shall be established, without the approval of any
Holders, in or pursuant to a resolution of the Board of Directors and set forth
in an Officers' Certificate, or established in one or more Indentures
supplemental hereto, prior to the issuance of Debt Securities of any series any
or all of the following:

      (a) the title of the Debt Securities of the series (which shall
distinguish the Debt Securities of the series from all other Debt Securities);

      (b) any limit upon the aggregate principal amount of the Debt Securities
of the series which may be authenticated and delivered under this Indenture
(except for Debt Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Debt Securities of the
series pursuant to this Article II);

      (c) the date or dates on which the principal of and premium, if any, on
the Debt Securities of the series are payable;


                                       8
<PAGE>
      (d) the rate or rates (which may be fixed or variable) at which the Debt
Securities of the series shall bear interest, if any, or the method of
determining such rate or rates, the date or dates from which such interest shall
accrue, the interest payment dates on which such interest shall be payable, or
the method by which such date will be determined, the record dates for the
determination of Holders thereof to whom such interest is payable, or the method
by which such date will be determined; and the basis upon which interest will be
calculated if other than that of a 360-day year of twelve thirty-day months;

      (e) the place or places, if any, in addition to or instead of the
corporate trust office of the Trustee, where the principal of, and premium, if
any, and interest on, Debt Securities of the series shall be payable ("Place of
Payment");

      (f) the price or prices at which, the period or periods within which and
the terms and conditions upon which Debt Securities of the series may be
redeemed, in whole or in part, at the option of the Company or otherwise;

      (g) whether Debt Securities of the series are entitled to the benefits of
the Guarantee of any Guarantor pursuant to this Indenture;

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

      (i) the terms, if any, upon which the Debt Securities of the series may be
convertible into or exchanged for capital stock (which may be represented by
depositary shares), other Debt Securities or warrants for capital stock or Debt
or other securities of any kind of the Company or any other obligor and the
terms and conditions upon which such conversion or exchange shall be effected,
including the initial conversion or exchange price or rate, the conversion or
exchange period and any other provision in addition to or in lieu of those
described herein;

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

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

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

      (m) any changes or additions to Article XI, including the addition of
additional covenants that may be subject to the covenant defeasance option
pursuant to Section 11.02(b);


                                       9
<PAGE>
      (n) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01 or
provable in bankruptcy pursuant to Section 6.02;

      (o) the terms, if any, of the transfer, mortgage, pledge or assignment as
security for the Debt Securities of the series of any properties, assets, money,
proceeds, securities or other collateral, including whether certain provisions
of the TIA are applicable and any corresponding changes to provisions of this
Indenture as currently in effect;

      (p) any addition to or change in the Events of Default with respect to the
Debt Securities of the series and any change in the right of the Trustee or the
Holders to declare the principal of, and premium and interest on, such Debt
Securities due and payable;

      (q) if the Debt Securities of the series shall be issued in whole or in
part in the form of a Global Security or Securities, the terms and conditions,
if any, upon which such Global Security or Securities may be exchanged in whole
or in part for other individual Debt Securities in definitive registered form;
and the Depositary for such Global Security or Securities and the form of any
legend or legends to be borne by any such Global Security or Securities in
addition to or in lieu of the legend referred to in Section 2.15(a);

      (r) any trustees, authenticating or paying agents, transfer agents or
registrars;

      (s) the applicability of, and any addition to or change in the covenants
and definitions currently set forth in this Indenture or in the terms currently
set forth in Article X, including conditioning any merger, conveyance, transfer
or lease permitted by Article X upon the satisfaction of any Debt coverage
standard by the Company and Successor Company (as defined in Article X);

      (t) with regard to Debt Securities of the series that do not bear
interest, the dates for certain required reports to the Trustee; and

      (u) any other terms of the Debt Securities of the series (which terms
shall not be prohibited by the provisions of this Indenture).

      All Debt Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such resolution of the Board of Directors and as set forth in such Officers'
Certificate or in any such Indenture supplemental hereto.

      Section 2.04. Execution of Debt Securities. The Debt Securities shall be
signed on behalf of the Company by the Chairman of the Board, the President or a
Vice President of the Company and, if the seal of the Company is reproduced
thereon, it shall be attested by its Secretary, an Assistant Secretary, a
Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities
may be the manual or facsimile signatures of the present or any future such
authorized officers and may be imprinted or otherwise reproduced on the Debt
Securities. The seal of the Company, if any, may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced on the
Debt Securities.


                                       10
<PAGE>
      Only such Debt Securities as shall bear thereon a certificate of
authentication substantially in the form hereinbefore recited, signed manually
by the Trustee, shall be entitled to the benefits of this Indenture or be valid
or obligatory for any purpose. Such certificate by the Trustee upon any Debt
Security executed by the Company shall be conclusive evidence that the Debt
Security so authenticated has been duly authenticated and delivered hereunder.

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

      Section 2.05. Authentication and Delivery of Debt Securities. At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Debt Securities of any series executed by the Company to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
deliver said Debt Securities to or upon a Company Order. In authenticating such
Debt Securities, and accepting the additional responsibilities under this
Indenture in relation to such Debt Securities, the Trustee shall be entitled to
receive, and (subject to Section 7.01) shall be fully protected in relying upon:

      (a) a copy of any resolution or resolutions of the Board of Directors,
certified by the Secretary or Assistant Secretary of the General Partner,
authorizing the terms of issuance of any series of Debt Securities;

      (b) an executed supplemental Indenture, if any;

      (c) an Officers' Certificate; and

      (d) an Opinion of Counsel prepared in accordance with Section 13.05 which
shall also state:

            (i) that the form of such Debt Securities has been established by or
      pursuant to a resolution of the Board of Directors or by a supplemental
      Indenture as permitted by Section 2.01 in conformity with the provisions
      of this Indenture;

            (ii) that the terms of such Debt Securities have been established by
      or pursuant to a resolution of the Board of Directors or by a supplemental
      Indenture as permitted by Section 2.03 in conformity with the provisions
      of this Indenture;

            (iii) that such Debt Securities, when authenticated and delivered by
      the Trustee and issued by the Company in the manner and subject to any
      conditions specified in such Opinion of Counsel, will constitute valid and
      legally binding obligations of the Company, enforceable in accordance with
      their terms except as the enforceability thereof may be limited by
      bankruptcy, insolvency or similar laws affecting the enforcement of
      creditors'


                                       11
<PAGE>
      rights generally and rights of acceleration and the availability of
      equitable remedies may be limited by equitable principles of general
      applicability;

            (iv) that the Company has the limited liability company power to
      issue such Debt Securities and has duly taken all necessary limited
      liability company action with respect to such issuance;

            (v) that the issuance of such Debt Securities will not contravene
      the organizational documents of the Company or result in any material
      violation of any of the terms or provisions of any law or regulation or of
      any material indenture, mortgage or other agreement known to such counsel
      by which the Company is bound;

            (vi) that authentication and delivery of such Debt Securities and
      the execution and delivery of any supplemental Indenture will not violate
      the terms of this Indenture; and

            (vii) such other matters as the Trustee may reasonably request.

      Such Opinion of Counsel need express no opinion as to whether a court in
the United States would render a money judgment in a currency other than that of
the United States.

      The Trustee shall have the right to decline to authenticate and deliver
any Debt Securities under this Section 2.05 if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith by its board of directors or trustees, executive committee or a
trust committee of directors, trustees or officers (or any combination thereof)
shall determine that such action would expose the Trustee to personal liability
to existing Holders.

      The Trustee may appoint an authenticating agent reasonably acceptable to
the Company to authenticate Debt Securities of any series. Unless limited by the
terms of such appointment, an authenticating agent may authenticate Debt
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, paying agent or agent
for service of notices and demands.

      Unless otherwise provided in the form of Debt Security for any series,
each Debt Security shall be dated the date of its authentication.

      Section 2.06. Denomination of Debt Securities. Unless otherwise provided
in the form of Debt Security for any series, the Debt Securities of each series
shall be issuable only as fully registered Debt Securities in such Dollar
denominations as shall be specified or contemplated by Section 2.03. In the
absence of any such specification with respect to the Debt Securities of any
series, the Debt Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.


                                       12
<PAGE>
      Section 2.07. Registration of Transfer and Exchange.

      (a) The Company shall keep or cause to be kept a register for each series
of Debt Securities issued hereunder (hereinafter collectively referred to as the
"Debt Security Register"), in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration of all Debt
Securities and the transfer of Debt Securities as in this Article II provided.
At all reasonable times the Debt Security Register shall be open for inspection
by the Trustee. Subject to Section 2.15, upon due presentment for registration
of transfer of any Debt Security at any office or agency to be maintained by the
Company in accordance with the provisions of Section 4.02, the Company shall
execute and the Trustee shall authenticate and deliver in the name of the
transferee or transferees a new Debt Security or Debt Securities of authorized
denominations for a like aggregate principal amount. In no event may Debt
Securities be issued as, or exchanged for, bearer securities.

      Unless and until otherwise determined by the Company by resolution of the
Board of Directors, the Debt Security Register shall be kept at the principal
corporate trust office of the Trustee and, for this purpose, the Trustee shall
be designated "Registrar."

      Debt Securities of any series (other than a Global Security, except as set
forth below) may be exchanged for a like aggregate principal amount of Debt
Securities of the same series of other authorized denominations. Subject to
Section 2.15, Debt Securities to be exchanged shall be surrendered at the office
or agency to be maintained by the Company as provided in Section 4.02, and the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor the Debt Security or Debt Securities which the Holder making the
exchange shall be entitled to receive.

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

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

      No service charge shall be made for any exchange or registration of
transfer of Debt Securities (except as provided by Section 2.09), but the
Company may require payment of a sum sufficient to cover any tax, fee,
assessment or other governmental charge that may be imposed in relation thereto,
other than those expressly provided in this Indenture to be made at the
Company's own expense or without expense or without charge to the Holders.

      The Company shall not be required (i) to issue, register the transfer of
or exchange any Debt Securities for a period of 15 days next preceding any
mailing of notice of redemption of Debt Securities of such series or (ii) to
register the transfer of or exchange any Debt Securities selected, called or
being called for redemption.


                                       13
<PAGE>
      Prior to the due presentation for registration of transfer of any Debt
Security, the Company, the Guarantors, the Trustee, any paying agent or any
Registrar may deem and treat the Person in whose name a Debt Security is
registered as the absolute owner of such Debt Security for the purpose of
receiving payment of or on account of the principal of, and premium, if any, and
(subject to Section 2.12) interest on, such Debt Security and for all other
purposes whatsoever, whether or not such Debt Security is overdue, and none of
the Company, the Guarantors, the Trustee, any paying agent or any Registrar
shall be affected by notice to the contrary.

      None of the Company, the Guarantors, the Trustee, any agent of the
Trustee, any paying agent or any Registrar will have any responsibility or
liability for any aspect of the records relating to, or payments made on account
of, beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

      Section 2.08. Temporary Debt Securities. Pending the preparation of
definitive Debt Securities of any series, the Company may execute and the
Trustee shall authenticate and deliver temporary Debt Securities (printed,
lithographed, photocopied, typewritten or otherwise produced) of any authorized
denomination, and substantially in the form of the definitive Debt Securities in
lieu of which they are issued, in registered form with such omissions,
insertions and variations as may be appropriate for temporary Debt Securities,
all as may be determined by the Company with the concurrence of the Trustee.
Temporary Debt Securities may contain such reference to any provisions of this
Indenture as may be appropriate. Every temporary Debt Security shall be executed
by the Company and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive Debt
Securities.

      If temporary Debt Securities of any series are issued, the Company will
cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series upon surrender of the temporary Debt
Securities of such series at the office or agency of the Company at a Place of
Payment for such series, without charge to the Holder thereof, except as
provided in Section 2.07 in connection with a transfer. Upon surrender for
cancellation of any one or more temporary Debt Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Debt Securities of the same
series of authorized denominations and of like tenor. Until so exchanged,
temporary Debt Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Debt Securities of such series.

      Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security or for the individual Debt Securities represented
thereby pursuant to Section 2.07 or this Section 2.08, the temporary Global
Security shall be endorsed by the Trustee to reflect the reduction of the
principal amount evidenced thereby, whereupon the principal amount of such
temporary Global Security shall be reduced for all purposes by the amount to be
exchanged and endorsed.


                                       14
<PAGE>
      Section 2.09. Mutilated, Destroyed, Lost or Stolen Debt Securities. If (a)
any mutilated Debt Security is surrendered to the Trustee at its corporate trust
office or (b) the Company and the Trustee receive evidence to their satisfaction
of the destruction, loss or theft of any Debt Security, and there is delivered
to the Company and the Trustee such security or indemnity as may be required by
them to save each of them and any paying agent harmless, and neither the Company
nor the Trustee receives notice that such Debt Security has been acquired by a
bona fide purchaser, then the Company shall execute and, upon a Company Order,
the Trustee shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Debt Security, a new Debt Security of
the same series of like tenor, form, terms and principal amount, bearing a
number not contemporaneously Outstanding. Upon the issuance of any substituted
Debt Security, the Company or the Trustee may require the payment of a sum
sufficient to cover any tax, fee, assessment or other governmental charge that
may be imposed in relation thereto and any other expenses connected therewith.
In case any Debt Security which has matured or is about to mature or which has
been called for redemption shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substituted Debt Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Debt Security) if the applicant for such payment shall furnish
the Company and the Trustee with such security or indemnity as either may
require to save it harmless from all risk, however remote, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Debt Security and of the
ownership thereof.

      Every substituted Debt Security of any series issued pursuant to the
provisions of this Section 2.09 by virtue of the fact that any Debt Security is
destroyed, lost or stolen shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Debt
Security shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Debt
Securities of that series duly issued hereunder. All Debt Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Debt Securities, and shall preclude any and all other rights or
remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

      Section 2.10. Cancellation of Surrendered Debt Securities. All Debt
Securities surrendered for payment, redemption, registration of transfer or
exchange shall, if surrendered to the Company or any paying agent or a
Registrar, be delivered to the Trustee for cancellation by it, or if surrendered
to the Trustee, shall be canceled by it, and no Debt Securities shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this
Indenture. All canceled Debt Securities held by the Trustee shall be destroyed
(subject to the record retention requirements of the Exchange Act) and
certification of their destruction delivered to the Company, unless otherwise
directed. On request of the Company, the Trustee shall deliver to the Company
canceled Debt Securities held by the Trustee. If the Company shall acquire any
of the Debt Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the Debt represented thereby unless and until the
same are delivered or surrendered to the Trustee for cancellation. The Company
may not issue new Debt Securities to replace Debt Securities it has redeemed,
paid or delivered to the Trustee for cancellation.


                                       15
<PAGE>
      Section 2.11. Provisions of the Indenture and Debt Securities for the Sole
Benefit of the Parties and the Holders. Nothing in this Indenture or in the Debt
Securities, expressed or implied, shall give or be construed to give to any
Person, other than the parties hereto, the Holders or any Registrar or paying
agent, any legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein contained; all
its covenants, conditions and provisions being for the sole benefit of the
parties hereto, the Holders and any Registrar and paying agents.

      Section 2.12. Payment of Interest; Interest Rights Preserved.

      (a) Interest on any Debt Security that is payable and is punctually paid
or duly provided for on any interest payment date shall be paid to the Person in
whose name such Debt Security is registered at the close of business on the
regular record date for such interest notwithstanding the cancellation of such
Debt Security upon any transfer or exchange subsequent to the regular record
date. Payment of interest on Debt Securities shall be made at the corporate
trust office of the Trustee (except as otherwise specified pursuant to Section
2.03), or at the option of the Company, by check mailed to the address of the
Person entitled thereto as such address shall appear in the Debt Security
Register or, if provided pursuant to Section 2.03 and in accordance with
arrangements satisfactory to the Trustee, at the option of the Holder by wire
transfer to an account designated by the Holder.

      (b) Subject to the foregoing provisions of this Section 2.12 and Section
2.17, each Debt Security of a particular series delivered under this Indenture
upon registration of transfer of or in exchange for or in lieu of any other Debt
Security of the same series shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Debt Security.

      Section 2.13. Securities Denominated in Dollars. Except as otherwise
specified pursuant to Section 2.03 for Debt Securities of any series, payment of
the principal of, and premium, if any, and interest on, Debt Securities of such
series will be made in Dollars.

      Section 2.14. Wire Transfers. Notwithstanding any other provision to the
contrary in this Indenture, the Company may make any payment of money required
to be deposited with the Trustee on account of principal of, or premium, if any,
or interest on, the Debt Securities (whether pursuant to optional or mandatory
redemption payments, interest payments or otherwise) by wire transfer in
immediately available funds to an account designated by the Trustee before 11:00
a.m., New York City time, on the date such money is to be paid to the Holders of
the Debt Securities in accordance with the terms hereof.

      Section 2.15. Securities Issuable in the Form of a Global Security.

      (a) If the Company shall establish pursuant to Sections 2.01 and 2.03 that
the Debt Securities of a particular series are to be issued in whole or in part
in the form of one or more Global Securities, then the Company shall execute and
the Trustee or its agent shall, in accordance with Section 2.05, authenticate
and deliver, such Global Security or Securities, which shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
the Outstanding Debt Securities of such series to be represented by such Global
Security or Securities, or such portion thereof as the Company shall specify in
an Officers' Certificate, shall


                                       16
<PAGE>
be registered in the name of the Depositary for such Global Security or
Securities or its nominee, shall be delivered by the Trustee or its agent to the
Depositary or pursuant to the Depositary's instruction and shall bear a legend
substantially to the following effect:

      "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO HEREIN,"

or such other legend as may then be required by the Depositary for such Global
Security or Securities.

      (b) Notwithstanding any other provision of this Section 2.15 or of Section
2.07 to the contrary, and subject to the provisions of paragraph (c) below,
unless the terms of a Global Security expressly permit such Global Security to
be exchanged in whole or in part for definitive Debt Securities in registered
form, a Global Security may be transferred, in whole but not in part and in the
manner provided in Section 2.07, only by the Depositary to a nominee of the
Depositary for such Global Security, or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary, or by the Depositary or a
nominee of the Depositary to a successor Depositary for such Global Security
selected or approved by the Company, or to a nominee of such successor
Depositary.

      (c) (i) If at any time the Depositary for a Global Security or Securities
      notifies the Company that it is unwilling or unable to continue as
      Depositary for such Global Security or Securities or if at any time the
      Depositary for the Debt Securities for such series shall no longer be
      eligible or in good standing under the Exchange Act or other applicable
      statute, rule or regulation, the Company shall appoint a successor
      Depositary with respect to such Global Security or Securities. If a
      successor Depositary for such Global Security or Securities is not
      appointed by the Company within 90 days after the Company receives such
      notice or becomes aware of such ineligibility, the Company shall execute,
      and the Trustee or its agent, upon receipt of a Company Order for the
      authentication and delivery of such individual Debt Securities of such
      series in exchange for such Global Security or Securities, will
      authenticate and deliver, individual Debt Securities of such series of
      like


                                       17
<PAGE>
      tenor and terms in definitive form in an aggregate principal amount equal
      to the principal amount of the Global Security or Securities in exchange
      for such Global Security or Securities.

      (ii) The Company may at any time and in its sole discretion determine that
      the Debt Securities of any series or portion thereof issued or issuable in
      the form of one or more Global Securities shall no longer be represented
      by such Global Security or Securities. In such event the Company will
      execute, and the Trustee, upon receipt of a Company Order for the
      authentication and delivery of individual Debt Securities of such series
      in exchange in whole or in part for such Global Security or Securities,
      will authenticate and deliver individual Debt Securities of such series of
      like tenor and terms in definitive form in an aggregate principal amount
      equal to the principal amount of such series or portion thereof in
      exchange for such Global Security or Securities.

      (iii) If specified by the Company pursuant to Sections 2.01 and 2.03 with
      respect to Debt Securities issued or issuable in the form of a Global
      Security, the Depositary for such Global Security may surrender such
      Global Security in exchange in whole or in part for individual Debt
      Securities of such series of like tenor and terms in definitive form on
      such terms as are acceptable to the Company, the Trustee and such
      Depositary. Thereupon the Company shall execute, and the Trustee or its
      agent upon receipt of a Company Order for the authentication and delivery
      of definitive Debt Securities of such series shall authenticate and
      deliver, without service charge, to each Person specified by such
      Depositary a new Debt Security or Securities of the same series of like
      tenor and terms and of any authorized denomination as requested by such
      Person in aggregate principal amount equal to and in exchange for such
      Person's beneficial interest in the Global Security; and to such
      Depositary a new Global Security of like tenor and terms and in an
      authorized denomination equal to the difference, if any, between the
      principal amount of the surrendered Global Security and the aggregate
      principal amount of Debt Securities delivered to Holders thereof.

      (iv) In any exchange provided for in any of the preceding three
      paragraphs, the Company will execute and the Trustee or its agent will
      authenticate and deliver individual Debt Securities. Upon the exchange of
      the entire principal amount of a Global Security for individual Debt
      Securities, such Global Security shall be canceled by the Trustee or its
      agent. Except as provided in the preceding paragraph, Debt Securities
      issued in exchange for a Global Security pursuant to this Section 2.15
      shall be registered in such names and in such authorized denominations as
      the Depositary for such Global Security, pursuant to instructions from its
      direct or indirect participants or otherwise, shall instruct the Trustee
      or the Registrar. The Trustee or the Registrar shall deliver such Debt
      Securities to the Persons in whose names such Debt Securities are so
      registered.

      (v) Payments in respect of the principal of and interest on any Debt
      Securities issued in global form and registered in the name of the
      Depositary or its nominee will be payable to the Depositary or such
      nominee in its capacity as the registered owner of such Global Security.
      The Company, the Guarantors and the Trustee may treat the Person in whose
      name the Debt Securities, including the Global Security, are registered as
      the owner thereof for the purpose of receiving such payments and for any
      and all other

                                       18
<PAGE>
      purposes whatsoever. None of the Company, the Guarantors, the Trustee, any
      Registrar, the paying agent or any agent of the Company, the Guarantors or
      the Trustee will have any responsibility or liability for any aspect of
      the records relating to or payments made on account of the beneficial
      ownership interests of the Global Security by the Depositary or its
      nominee or any of the Depositary's direct or indirect participants, or for
      maintaining, supervising or reviewing any records of the Depositary, its
      nominee or any of its direct or indirect participants relating to the
      beneficial ownership interests of the Global Security, the payments to the
      beneficial owners of the Global Security of amounts paid to the Depositary
      or its nominee, or any other matter relating to the actions and practices
      of the Depositary, its nominee or any of its direct or indirect
      participants. None of the Company, the Guarantors, the Trustee or any such
      agent will be liable for any delay by the Depositary, its nominee, or any
      of its direct or indirect participants in identifying the beneficial
      owners of the Debt Securities, and the Company and the Trustee may
      conclusively rely on, and will be protected in relying on, instructions
      from the Depositary or its nominee for all purposes (including with
      respect to the registration and delivery, and the respective principal
      amounts, of the individual Debt Securities to be issued).

      Section 2.16. Medium Term Securities. Notwithstanding any contrary
provision herein, if all Debt Securities of a series are not to be originally
issued at one time, it shall not be necessary for the Company to deliver to the
Trustee an Officers' Certificate, resolutions of the Board of Directors,
supplemental Indenture, Opinion of Counsel or written order or any other
document otherwise required pursuant to Section 2.01, 2.03, 2.05 or 13.05 at or
prior to the time of authentication of each Debt Security of such series if such
documents are delivered to the Trustee or its agent at or prior to the
authentication upon original issuance of the first such Debt Security of such
series to be issued; provided, that any subsequent request by the Company to the
Trustee to authenticate Debt Securities of such series upon original issuance
shall constitute a representation and warranty by the Company that, as of the
date of such request, the statements made in the Officers' Certificate delivered
pursuant to Section 2.05 or 13.05 shall be true and correct as if made on such
date and that the Opinion of Counsel delivered at or prior to such time of
authentication of an original issuance of Debt Securities shall specifically
state that it shall relate to all subsequent issuances of Debt Securities of
such series that are identical to the Debt Securities issued in the first
issuance of Debt Securities of such series.

      A Company Order delivered by the Company to the Trustee in the
circumstances set forth in the preceding paragraph, may provide that Debt
Securities which are the subject thereof will be authenticated and delivered by
the Trustee or its agent on original issue from time to time upon the telephonic
or written order of Persons designated in such written order (any such
telephonic instructions to be promptly confirmed in writing by such Person) and
that such Persons are authorized to determine, consistent with the Officers'
Certificate, supplemental Indenture or resolution of the Board of Directors
relating to such written order, such terms and conditions of such Debt
Securities as are specified in such Officers' Certificate, supplemental
Indenture or such resolution.

      Section 2.17. Defaulted Interest. Any interest on any Debt Security of a
particular series which is payable, but is not punctually paid or duly provided
for, on the dates and in the manner provided in the Debt Securities of such
series and in this Indenture (herein called

                                       19
<PAGE>
"Defaulted Interest") shall forthwith cease to be payable to the Holder thereof
on the relevant 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 (i) or (ii) below:

            (i) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Debt Securities of such series 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 such Debt 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 the proposed payment of such
      Defaulted Interest and the special record date therefor to be mailed,
      first class postage pre-paid, to each Holder thereof at its address as it
      appears in the Debt Security Register, not less than 10 days prior to such
      special record date. Notice of the proposed payment of such Defaulted
      Interest and the special record date therefor having been so mailed, such
      Defaulted Interest shall be paid to the Persons in whose names the Debt
      Securities of such series are registered at the close of business on such
      special record date.

            (ii) The Company may make payment of any Defaulted Interest on the
      Debt Securities of such series in any other lawful manner not inconsistent
      with the requirements of any securities exchange on which the Debt
      Securities of such series 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.

      Section 2.18. CUSIP and ISIN Numbers. The Company in issuing the Debt
Securities may use "CUSIP" and corresponding "ISIN" numbers (if then generally
in use), and, if so, the Trustee shall use "CUSIP" and corresponding "ISIN"
numbers in notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the accuracy of such
numbers either as printed on the Debt Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other identification
numbers printed on the Debt Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company will promptly
notify the Trustee in writing of any change in the "CUSIP" and "ISIN" numbers.


                                       20
<PAGE>
                                  ARTICLE III
                          REDEMPTION OF DEBT SECURITIES

      Section 3.01. Applicability of Article. The provisions of this Article
shall be applicable to the Debt Securities of any series which are redeemable
before their Stated Maturity except as otherwise specified as contemplated by
Section 2.03 for Debt Securities of such series.

      Section 3.02. Notice of Redemption; Selection of Debt Securities. In case
the Company shall desire to exercise the right to redeem all or, as the case may
be, any part of the Debt Securities of any series in accordance with their
terms, by resolution of the Board of Directors or a supplemental Indenture, the
Company shall fix a date for redemption and shall give notice of such redemption
at least 30 and not more than 60 days prior to the date fixed for redemption to
the Holders of Debt Securities of such series so to be redeemed as a whole or in
part, in the manner provided in Section 13.03; provided, however, such notice
may be given more than 60 days prior to the Redemption Date if the notice is
given in connection with a satisfaction and discharge pursuant to Section
11.02(a). The notice if given in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, failure to give such notice or any defect in
the notice to the Holder of any Debt Security of a series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Debt Security of such series.

      Each such notice of redemption shall specify (i) the Redemption Date, (ii)
the redemption price at which Debt Securities of such series are to be redeemed
(or the method of calculating such redemption price), (iii) the Place or Places
of Payment that payment will be made upon presentation and surrender of such
Debt Securities, (iv) that any interest accrued to the Redemption Date will be
paid as specified in said notice, (v) that the redemption is for a sinking fund
payment (if applicable), (vi) that, unless otherwise specified in such notice,
if the Company defaults in making such redemption payment, the paying agent is
prohibited from making such payment pursuant to the terms of this Indenture,
(vii) that on and after said date any interest thereon or on the portions
thereof to be redeemed will cease to accrue, (viii) that in the case of Original
Issue Discount Securities original issue discount accrued after the Redemption
Date will cease to accrue, (ix) the terms of the Debt Securities of that series
pursuant to which the Debt Securities of that series are being redeemed and (x)
that no representation is made as to the correctness or accuracy of the CUSIP or
ISIN number, if any, listed in such notice or printed on the Debt Securities of
that series. If less than all the Debt Securities of a series are to be redeemed
at any time, the notice of redemption shall specify the certificate numbers of
the Debt Securities of that series to be redeemed. In case any Debt Security of
a series is to be redeemed in part only, the notice of redemption shall state
the portion of the principal amount thereof to be redeemed and shall state that
on and after the Redemption Date, upon surrender of such Debt Security, a new
Debt Security or Debt Securities of that series in principal amount equal to the
unredeemed portion thereof, will be issued.

      At least five days before giving of any notice of redemption, unless the
Trustee consents to a shorter period, the Company shall give written notice to
the Trustee of the Redemption Date, the principal amount of Debt Securities to
be redeemed and the series and terms of the Debt Securities pursuant to which
such redemption will occur. Such notice shall be accompanied by

                                       21
<PAGE>
an Officers' Certificate and an Opinion of Counsel from the Company to the
effect that such redemption will comply with the conditions herein, and such
notice may be revoked at any time prior to the giving of a notice of redemption
to the Holders pursuant to this Section 3.02. If fewer than all the Debt
Securities of a series are to be redeemed, the record date relating to such
redemption shall be selected by the Company and given in writing to the Trustee,
which record date shall be not less than 15 days after the date of notice to the
Trustee.

      By 11 a.m., New York City time, on the Redemption Date for any Debt
Securities, 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) an amount of money in Dollars (except as provided pursuant to Section
2.03) sufficient to pay the redemption price of such Debt Securities or any
portions thereof that are to be redeemed on that date, together with any
interest accrued to the Redemption Date.

      If less than all the Debt Securities of like tenor and terms of a series
are to be redeemed (other than pursuant to a mandatory sinking fund), the
Trustee shall select, on a pro rata basis, by lot or by such other method as in
its sole discretion it shall deem appropriate and fair, the Debt Securities of
that series or portions thereof (in multiples of $1,000) to be redeemed. In any
case where more than one Debt Security of such series is registered in the same
name, the Trustee in its discretion may treat the aggregate principal amount so
registered as if it were represented by one Debt Security of such series. The
Trustee shall promptly notify the Company in writing of the Debt Securities
selected for redemption and, in the case of any Debt Securities selected for
partial redemption, the principal amount thereof to be redeemed. If any Debt
Security called for redemption shall not be so paid upon surrender thereof on
such Redemption Date, the principal, premium, if any, and interest shall bear
interest until paid from the Redemption Date at the rate borne by the Debt
Securities of that series. If less than all the Debt Securities of unlike tenor
and terms of a series are to be redeemed, the particular Debt Securities to be
redeemed shall be selected by the Company. Provisions of this Indenture that
apply to Debt Securities called for redemption also apply to portions of Debt
Securities called for redemption.

      Section 3.03. Payment of Debt Securities Called for Redemption. If notice
of redemption has been given as provided in Section 3.02, the Debt Securities or
portions of Debt Securities of the series with respect to which such notice has
been given shall become due and payable on the date and at the Place or Places
of Payment stated in such notice at the applicable redemption price, together
with any interest accrued to the Redemption Date, and on and after said date
(unless the Company shall default in the payment of such Debt Securities at the
applicable redemption price, together with any interest accrued to said date)
any interest on the Debt Securities or portions of Debt Securities of any series
so called for redemption shall cease to accrue, and any original issue discount
in the case of Original Issue Discount Securities shall cease to accrue. On
presentation and surrender of such Debt Securities at the Place or Places of
Payment in said notice specified, the said Debt Securities or the specified
portions thereof shall be paid and redeemed by the Company at the applicable
redemption price, together with any interest accrued thereon to the Redemption
Date.

      Any Debt Security that is to be redeemed only in part shall be surrendered
at the Place of Payment with, if the Company, the Registrar or the Trustee so
requires, due endorsement by, or a

                                       22
<PAGE>
written instrument of transfer in form satisfactory to the Company, the
Registrar and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing, and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Debt Security without service
charge, a new Debt Security or Debt Securities of the same series, of like tenor
and form, 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 Debt Security so surrendered; except that if a Global
Security is so surrendered, the Company shall execute, and the Trustee shall
authenticate and deliver to the Depositary for such Global Security, without
service charge, a new Global Security in a denomination equal to and in exchange
for the unredeemed portion of the principal of the Global Security so
surrendered. In the case of a Debt Security providing appropriate space for such
notation, at the option of the Holder thereof, the Trustee, in lieu of
delivering a new Debt Security or Debt Securities as aforesaid, may make a
notation on such Debt Security of the payment of the redeemed portion thereof.

      Section 3.04. Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of Debt Securities of any
series, resolution of the Board of Directors or a supplemental Indenture 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 Debt Securities of
any series, resolution of the Board of Directors or a supplemental Indenture is
herein referred to as an "optional sinking fund payment."

      In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Debt Securities of a series in cash, the Company may at its
option (a) deliver to the Trustee Debt Securities of that series theretofore
purchased or otherwise acquired by the Company or (b) receive credit for the
principal amount of Debt Securities of that series which have been redeemed
either at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, resolution or
supplemental Indenture; provided, that such Debt Securities have not been
previously so credited. Such Debt Securities shall be received and credited for
such purpose by the Trustee at the redemption price specified in such Debt
Securities, resolution or supplemental Indenture for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.

      Section 3.05. Redemption of Debt Securities for Sinking Fund. Not less
than 60 days prior to each sinking fund payment date for any series of Debt
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, any resolution or supplemental Indenture,
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
Debt Securities of that series pursuant to this Section 3.05 (which Debt
Securities, if not previously redeemed, will accompany such certificate) and
whether the Company intends to exercise its right to make any permitted optional
sinking fund payment with respect to such series. Such certificate shall also
state that no Event of Default has occurred and is continuing with respect to
such series. Such certificate shall be irrevocable and upon its delivery the
Company shall be obligated to make the cash payment or payments therein referred
to, if any, by 11 a.m., New York City time, on the next succeeding sinking fund
payment date. Failure of the Company to deliver such certificate (or to

                                       23
<PAGE>
deliver the Debt Securities specified in this paragraph) shall not constitute a
Default, but such failure shall require that the sinking fund payment due on the
next succeeding sinking fund payment date for that series shall be paid entirely
in cash and shall be sufficient to redeem the principal amount of such Debt
Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Debt Securities as provided in this Section 3.05 and without
the right to make any optional sinking fund payment, if any, with respect to
such series.

      Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed $100,000 (or a lesser sum if the Company shall so
request) with respect to the Debt Securities of any particular series shall be
applied by the Trustee on the sinking fund payment date on which such payment is
made (or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date following the date of such payment) to the redemption
of such Debt Securities at the redemption price specified in such Debt
Securities, resolution or supplemental Indenture for operation of the sinking
fund together with any accrued interest to the date fixed for redemption. Any
sinking fund money not so applied or allocated by the Trustee to the redemption
of Debt Securities shall be added to the next cash sinking fund payment received
by the Trustee for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section 3.05. Any and all sinking fund
money with respect to the Debt Securities of any particular series held by the
Trustee on the last sinking fund payment date with respect to Debt Securities of
such series and not held for the payment or redemption of particular Debt
Securities shall be applied by the Trustee, together with other money, if
necessary, to be deposited sufficient for the purpose, to the payment of the
principal of the Debt Securities of that series at its Stated Maturity.

      The Trustee shall select the Debt Securities to be redeemed upon such
sinking fund payment date in the manner specified in the last paragraph of
Section 3.02, and the Company shall cause notice of the redemption thereof to be
given in the manner provided in Section 3.02 except that the notice of
redemption shall also state that the Debt Securities are being redeemed by
operation of the sinking fund. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Section 3.03.

      The Trustee shall not redeem any Debt Securities of a series with sinking
fund money or mail any notice of redemption of such Debt Securities by operation
of the sinking fund for such series during the continuance of a Default in
payment of interest on such Debt Securities or of any Event of Default (other
than an Event of Default occurring as a consequence of this paragraph) with
respect to such Debt Securities, except that if the notice of redemption of any
such Debt Securities shall theretofore have been mailed in accordance with the
provisions hereof, the Trustee shall redeem such Debt Securities if cash
sufficient for that purpose shall be deposited with the Trustee for that purpose
in accordance with the terms of this Article III. Except as aforesaid, any money
in the sinking fund for such series at the time when any such Default or Event
of Default shall occur and any money thereafter paid into such sinking fund
shall, during the continuance of such Default or Event of Default, be held as
security for the payment of such Debt Securities; provided, however, that in
case such Default or Event of Default shall have been cured or waived as
provided herein, such money shall thereafter be applied on the next sinking fund
payment date for such Debt Securities on which such money may be applied
pursuant to the provisions of this Section 3.05.


                                       24
<PAGE>
                                   ARTICLE IV
                       PARTICULAR COVENANTS OF THE COMPANY

      Section 4.01. Payment of Principal of, and Premium, If Any, and Interest
on, Debt Securities. The Company, for the benefit of each series of Debt
Securities, will duly and punctually pay or cause to be paid the principal of,
and premium, if any, and interest on, each of the Debt Securities at the place,
at the respective times and in the manner provided herein or in the Debt
Securities. Each installment of interest on the Debt Securities (other than
those represented by a Global Security) may at the Company's option be paid by
mailing checks for such interest payable to the Person entitled thereto pursuant
to Section 2.07(a) to the address of such Person as it appears on the Debt
Security Register.

      Principal of and premium and interest on Debt Securities of any series
shall be considered paid on the date due if, by 11 a.m., New York City time, on
such date the Trustee or any paying agent holds in accordance with this
Indenture money sufficient to pay all principal, premium and interest then due.

      The Company shall pay interest on overdue principal or premium, if any, at
the rate specified therefor in the Debt Securities and it shall pay interest on
overdue installments of interest at the same rate to the extent lawful.

      Section 4.02. Maintenance of Offices or Agencies for Registration of
Transfer, Exchange and Payment of Debt Securities. The Company will maintain in
each Place of Payment for any series of Debt Securities an office or agency
where Debt Securities of such series may be presented or surrendered for
payment, and it shall also maintain (in or outside such Place of Payment) an
office or agency where Debt Securities of such series may be surrendered for
transfer or exchange and where notices and demands to or upon the Company in
respect of the Debt Securities of such series and this Indenture may be served.
Initially, such office or agency shall be the office of the Trustee at
[_____________________]. 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
office of the Trustee where its corporate trust business is principally
administered in the United States, and the Company hereby appoints the Trustee
as its agent to receive all presentations, surrenders, notices and demands.

      The Company may also from time to time designate different or additional
offices or agencies to be maintained for such purposes (in or outside of such
Place of Payment), and may from time to time rescind any such designation;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligations described in the preceding paragraph. The
Company will give prompt written notice to the Trustee of any such additional
designation or rescission of designation and any change in the location of any
such different or additional office or agency.

      Section 4.03. Appointment to Fill a Vacancy in the Office of Trustee. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in

                                       25
<PAGE>
the manner provided in Section 7.08, a Trustee, so that there shall at all times
be a Trustee hereunder with respect to each series of Debt Securities.

      Section 4.04. Duties of Paying Agents, etc. The Company shall cause each
paying agent, if any, other than the Trustee, to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 4.04,

            (i) that it will hold all sums held by it as such agent for the
      payment of the principal of, and premium, if any, or interest on, the Debt
      Securities of any series (whether such sums have been paid to it by the
      Company or by any other obligor on the Debt Securities of such series) in
      trust for the benefit of the Holders of the Debt Securities of such
      series;

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

            (iii) that it will at any time during the continuance of an Event of
      Default, upon the written request of the Trustee, forthwith pay to the
      Trustee all sums so held by it as such agent.

      (b) If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of, and premium, if any, or interest on,
the Debt Securities of any series, set aside, segregate and hold in trust for
the benefit of the Holders of the Debt Securities of such series a sum
sufficient to pay such principal, premium, if any, or interest so becoming due.
The Company will promptly notify the Trustee of any failure by the Company to
take such action or the failure by any other obligor on such Debt Securities to
make any payment of the principal of, and premium, if any, or interest on, such
Debt Securities when the same shall be due and payable.

      (c) Anything in this Section 4.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it or any paying agent, as required by
this Section 4.04, 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.

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

      (e) Anything in this Section 4.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 4.04 is subject to
the provisions of Section 11.05.


                                       26
<PAGE>
      Section 4.05. SEC Reports; Financial Statements.

      (a) The Parent Guarantor shall, so long as any of the Debt Securities are
Outstanding, file with the Trustee, within 15 days after it files the same with
the SEC, copies of the annual reports and the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) that the Parent Guarantor is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If the Parent
Guarantor is not subject to the requirements of such Section 13 or 15(d), the
Parent Guarantor shall file with the Trustee, within 15 days after it would have
been required to file the same with the SEC, financial statements, including any
notes thereto (and with respect to annual reports, an auditors' report by a firm
of established national reputation), and a "Management's Discussion and Analysis
of Financial Condition and Results of Operations," both comparable to that which
the Parent Guarantor would have been required to include in such annual reports,
information, documents or other reports if the Parent Guarantor had been subject
to the requirements of such Section 13 or 15(d). The Guarantors and the Company
shall also comply with the provisions of TIA Section 314(a).

      (b) If the Parent Guarantor is required to furnish annual or quarterly
reports to its capital stockholders pursuant to the Exchange Act, the Parent
Guarantor shall, so long as any of the Debt Securities are outstanding, cause
any annual report furnished to its capital stockholders generally and any
quarterly or other financial reports furnished by it to its capital stockholders
generally to be filed with the Trustee and mailed to the Holders in the manner
and to the extent provided in Section 5.03.

      (c) The Parent Guarantor shall provide the Trustee with a sufficient
number of copies of all reports and other documents and information that the
Trustee may be required to deliver to Holders under this Section.

      Section 4.06. Compliance Certificate.

      (a) The Company shall, so long as any of the Debt Securities are
Outstanding, deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company, an Officers' Certificate, on behalf of itself and
each of the Guarantors, stating that a review of the activities of the Parent
Guarantor and its Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers of the Company with a view to
determining whether each of the Company and the Guarantors has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his knowledge each of the Company and the Guarantors has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions hereof, without regard to any grace period or
requirement of notice required by this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which such Officer may have knowledge and what action the Company or any
Guarantor is taking or proposes to take with respect thereto).

      (b) The Company shall, so long as any of the Debt Securities are
Outstanding, deliver to the Trustee within 30 days after the occurrence of any
Default or Event of Default under this

                                       27
<PAGE>
Indenture, an Officers' Certificate specifying such Default or Event of Default,
the status thereof and what curative action the Company is taking or proposes to
take with respect thereto.

      Section 4.07. Further Instruments and Acts. The Company will, upon request
of the Trustee, execute and deliver such further instruments and do such further
acts as may reasonably be necessary or proper to carry out more effectually the
purposes of this Indenture.

      Section 4.08. Existence. Except as permitted by Article X hereof, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect its existence and all rights (charter and statutory)
and franchises of the Company, provided that the Company shall not be required
to preserve any such right or franchise, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company.

      Section 4.09. Maintenance of Properties. The Company shall cause all
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 such Subsidiary to be
maintained and kept in good condition, repair and working order (reasonable 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 judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided that nothing in this Section
shall prevent the Company from discontinuing the operation or maintenance of any
of such properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business or the business of any such Subsidiary
and not disadvantageous in any material respect to the Holders.

      Section 4.10. Payment of Taxes and Other Claims. The Company shall pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges levied or
imposed upon the Company or any of its Subsidiaries or upon the income, profits
or property of the Company or any of its Subsidiaries, and (ii) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
Lien upon the property of the Company or any of its Subsidiaries; provided that
the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

      Section 4.11. Waiver of Certain Covenants. The Company and the Guarantors
may, with respect to the Debt Securities of any series, omit in any particular
instance to comply with any covenant set forth in this Article IV (except
Sections 4.01 through 4.08) or made applicable to such Debt Securities pursuant
to Section 2.03, if, before or after the time for such compliance, the Holders
of at least a majority in principal amount of the Outstanding Debt Securities of
each series affected, waive such compliance in such instance with such covenant,
but no such waiver shall extend to or affect such covenant except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the Subsidiary Guarantors and the duties of the
Trustee in respect of any such covenant shall remain in full force and effect.


                                       28
<PAGE>
                                   ARTICLE V
                    HOLDERS' LISTS AND REPORTS BY THE TRUSTEE

      Section 5.01. Company to Furnish Trustee Information as to Names and
Addresses of Holders; Preservation of Information. The Company covenants and
agrees that it will furnish or cause to be furnished to the Trustee with respect
to the Debt Securities of each series:

      (a) not more than 10 days after each record date with respect to the
payment of interest, if any, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of such record date, and

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

provided, however, that so long as the Trustee shall be the Registrar, such
lists shall not be required to be furnished.

      The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders (i)
contained in the most recent list furnished to it as provided in this Section
5.01 or (ii) received by it in the capacity of paying agent or Registrar (if so
acting) hereunder.

      The Trustee may destroy any list furnished to it as provided in this
Section 5.01 upon receipt of a new list so furnished.

      Section 5.02. Communications to Holders. Holders may communicate pursuant
to Section 312(b) of the TIA with other Holders with respect to their rights
under this Indenture or the Debt Securities. The Company, the Trustee, the
Registrar and anyone else shall have the protection of Section 312(c) of the
TIA.

      Section 5.03. Reports by Trustee. Within 60 days after each January 31,
beginning with the first January 31 following the date of this Indenture, and in
any event on or before April 1 in each year, the Trustee shall mail to Holders a
brief report dated as of such January 31 that complies with TIA Section 313(a);
provided, however, that if no event described in TIA Section 313(a) has occurred
within the twelve months preceding the reporting date, no report need be
transmitted. The Trustee also shall comply with TIA Section 313(b).

      Reports pursuant to this Section 5.03 shall be transmitted by mail:

      (a) to all Holders, as the names and addresses of such Holders appear in
the Debt Security Register; and

      (b) except in the cases of reports under Section 313(b)(2) of the TIA, to
each Holder of a Debt Security of any series whose name and address appear in
the information preserved at the time by the Trustee in accordance with Section
5.01.


                                       29
<PAGE>
      A copy of each report at the time of its mailing to Holders shall be filed
with the SEC and each stock exchange (if any) on which the Debt Securities of
any series are listed. The Company agrees to notify promptly the Trustee
whenever the Debt Securities of any series become listed on any stock exchange
and of any delisting thereof.

      Section 5.04. Record Dates for Action by Holders. If the Company shall
solicit from the Holders of Debt Securities of any series any action (including
the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action), the Company may, at its
option, by resolution of the Board of Directors, fix in advance a record date
for the determination of Holders of Debt Securities entitled to take such
action, but the Company shall have no obligation to do so. Any such record date
shall be fixed at the Company's discretion. If such a record date is fixed, such
action may be sought or given before or after the record date, but only the
Holders of Debt Securities of record at the close of business on such record
date shall be deemed to be Holders of Debt Securities for the purpose of
determining whether Holders of the requisite proportion of Debt Securities of
such series Outstanding have authorized or agreed or consented to such action,
and for that purpose the Debt Securities of such series Outstanding shall be
computed as of such record date.

                                   ARTICLE VI
             REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

      Section 6.01. Events of Default. If any one or more of the following shall
have occurred and be continuing with respect to Debt Securities of any series
(each of the following, an "Event of Default"):

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

      (b) default in the payment of the principal of or premium, if any, on any
Debt Securities of that series as and when the same shall become due and
payable, whether at Stated Maturity, upon redemption, by declaration, upon
required repurchase or otherwise; or

      (c) default in the payment of any sinking fund payment with respect to any
Debt Securities of that series as and when the same shall become due and
payable; or

      (d) failure on the part of the Company, or if any series of Debt
Securities Outstanding under this Indenture is entitled to the benefits of a
Guarantee, any of the Guarantors, duly to observe or perform any other of the
covenants or agreements on the part of the Company, or, if applicable, any of
the Guarantors, in the Debt Securities of that series, in any resolution of the
Board of Directors authorizing the issuance of that series of Debt Securities,
in this Indenture with respect to such series or in any supplemental Indenture
with respect to such series (other than a covenant a default in the performance
of which is elsewhere in this Section specifically dealt with), continuing for a
period of 60 days after the date on which written notice specifying such failure
and requiring the Company, or if applicable, the Guarantor, to remedy the same
shall have been given, to the Company, or if applicable, the Guarantor, by the
Trustee or to the

                                       30
<PAGE>
Company, or if applicable, the Guarantor, and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Debt Securities of that series at
the time Outstanding; or

      (e) the Company, or if any series of Debt Securities Outstanding under
this Indenture is entitled to the benefits of a Guarantee, any of the
Guarantors, pursuant to or within the meaning of any Bankruptcy Law,

            (i) commences a voluntary case,

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

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

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

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

            (i) is for relief against the Company, or if any series of Debt
      Securities Outstanding under this Indenture is entitled to the benefits of
      a Guarantee, any of the Guarantors, as debtor in an involuntary case,

            (ii) appoints a Custodian of the Company, or if any series of Debt
      Securities Outstanding under this Indenture is entitled to the benefits of
      a Guarantee, any of the Guarantors, or a Custodian for all or
      substantially all of the property of the Company, or if applicable, any of
      the Guarantors, or

            (iii) orders the liquidation of the Company, or if any series of
      Debt Securities Outstanding under this Indenture is entitled to the
      benefits of a Guarantee, any of the Guarantors,

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

      (g) if any series of Debt Securities Outstanding under this Indenture is
entitled to the benefits of a Guarantee, the Guarantee of any of the Guarantors
ceases to be in full force and effect with respect to Debt Securities of that
series (except as otherwise provided in this Indenture) or is declared null and
void in a judicial proceeding or any of the Guarantors denies or disaffirms its
obligations under this Indenture or such Guarantee; or

      (h) any other Event of Default provided with respect to Debt Securities of
that series;

then and in each and every case that an Event of Default described in clause
(a), (b), (c), (d), (g), or (h) with respect to Debt Securities of that series
at the time Outstanding occurs and is continuing, unless the principal of,
premium, if any, and interest on all the Debt Securities of that series shall
have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Debt Securities of that
series then Outstanding hereunder, by notice in writing to the Company (and to
the Trustee if given by Holders), may

                                       31
<PAGE>
declare the entire principal of (or, if the Debt Securities of that series are
Original Issue Discount Debt Securities, such portion of the principal amount as
may be specified in the terms of that series), premium, if any, and accrued and
unpaid interest on all the Debt Securities of that series to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the Debt
Securities of that series contained to the contrary notwithstanding. If an Event
of Default described in clause (e) or (f) occurs, then and in each and every
such case, unless the principal of and interest on all the Debt Securities shall
have become due and payable, the entire principal of (or, if any Debt Securities
are Original Issue Discount Debt Securities, such portion of the principal
amount as may be specified in the terms of that series), premium, if any, and
accrued and unpaid interest on all the Debt Securities then Outstanding
hereunder shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders, anything in
this Indenture or in the Debt Securities contained to the contrary
notwithstanding.

      The Holders of a majority in aggregate principal amount of the Debt
Securities of a particular series by written notice to the Trustee may rescind
an acceleration and its consequences if the rescission would not conflict with
any judgment or decree of a court of competent jurisdiction already rendered and
if all existing Events of Default with respect to Debt Securities of that series
have been cured or waived except nonpayment of principal, premium, if any, or
interest that has become due solely because of acceleration. Upon any such
rescission, the parties hereto shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
parties hereto shall continue as though no such proceeding had been taken.

      Section 6.02. Collection of Debt by Trustee, etc. If an Event of Default
occurs and is continuing, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and unpaid
or enforce the performance of any provision of the Debt Securities of the
affected series or this Indenture, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or
final decree against any of the Guarantors or the Company or any other obligor
upon the Debt Securities of such series (and collect in the manner provided by
law out of the property of any of the Guarantors or the Company or any other
obligor upon the Debt Securities of such series wherever situated the money
adjudged or decreed to be payable).

      In case there shall be pending proceedings for the bankruptcy or for the
reorganization of any of the Guarantors or the Company or any other obligor upon
the Debt Securities of any series under any Bankruptcy Law, or in case a
Custodian shall have been appointed for its property, or in case of any other
similar judicial proceedings relative to any of the Guarantors or the Company or
any other obligor upon the Debt Securities of any series, its creditors or its
property, the Trustee, irrespective of whether the principal of Debt Securities
of any series 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 pursuant to the provisions of this Section 6.02, shall be entitled
and empowered, by intervention in such proceedings or otherwise, to file and
prove a claim or claims for the whole amount of principal, premium, if any, and
interest (or, if the Debt Securities of such series are Original Issue Discount
Debt Securities, such portion of the principal amount as may be specified in the
terms of such series) owing and unpaid in respect of

                                       32
<PAGE>
the Debt Securities of such series, and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for reasonable compensation to the Trustee, its agents,
attorneys and counsel, and for reimbursement of all expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith) and of the Holders thereof allowed in any such judicial
proceedings relative to any of the Guarantors or the Company, or any other
obligor upon the Debt Securities of such series, its creditors or its property,
and to collect and receive any money or other property payable or deliverable on
any such claims, and to distribute all amounts received with respect to the
claims of such Holders and of the Trustee on their behalf, and any receiver,
assignee or trustee in bankruptcy or reorganization is hereby authorized by each
of such Holders to make payments to the Trustee, and, in the event that the
Trustee shall consent to the making of payments directly to such Holders, to pay
to the Trustee such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other
reasonable expenses and liabilities incurred, and all advances made, by the
Trustee except as a result of its negligence or bad faith.

      All rights of action and of asserting claims under this Indenture, or
under any of the Debt Securities of any series, may be enforced by the Trustee
without the possession of any such Debt Securities, or the production thereof in
any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment (except for any
amounts payable to the Trustee pursuant to Section 7.06) shall be for the
ratable benefit of the Holders of all the Debt Securities in respect of which
such action was taken.

      In case of an Event of Default hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

      Section 6.03. Application of Money Collected by Trustee. Any money or
other property collected by the Trustee pursuant to Section 6.02 with respect to
Debt Securities of any series shall be applied, in the order following, at the
date or dates fixed by the Trustee for the distribution of such money or other
property, upon presentation of the several Debt Securities of such series in
respect of which money or other property have been collected, and the notation
thereon of the payment, if only partially paid, and upon surrender thereof if
fully paid:

      FIRST: To the payment of all money due the Trustee pursuant to Section
7.06;

      SECOND: In case the principal of the Outstanding Debt Securities in
respect of which such money has been collected shall not have become due, to the
payment of interest on the Debt Securities of such series in the order of the
maturity of the installments of such interest, with interest (to the extent that
such interest has been collected by the Trustee) upon the overdue installments
of interest at the rate or Yield to Maturity (in the case of Original Issue
Discount

                                       33
<PAGE>
Debt Securities) borne by the Debt Securities of such series, such payments to
be made ratably to the Persons entitled thereto, without discrimination or
preference;

      THIRD: In case the principal of the Outstanding Debt Securities in respect
of which such money has been collected shall have become due, by declaration or
otherwise, to the payment of the whole amount then owing and unpaid upon the
Debt Securities of such series for principal and premium, if any, and interest,
with interest on the overdue principal and premium, if any, and (to the extent
that such interest has been collected by the Trustee) upon overdue installments
of interest at the rate or Yield to Maturity (in the case of Original Issue
Discount Debt Securities) borne by the Debt Securities of such series; and, in
case such money shall be insufficient to pay in full the whole amount so due and
unpaid upon the Debt Securities of such series, then to the payment of such
principal and premium, if any, and interest, without preference or priority of
principal and premium, if any, over interest, or of interest over principal and
premium, if any, or of any installment of interest over any other installment of
interest, or of any Debt Security of such series over any Debt Security of such
series, ratably to the aggregate of such principal and premium, if any, and
interest; and

      FOURTH: The remainder, if any, shall be paid to any of the Guarantors or
the Company, as applicable, its successors or assigns, or to whomsoever may be
lawfully entitled to receive the same, or as a court of competent jurisdiction
may direct.

      The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.03. At least 15 days before such record date,
the Company shall mail to each Holder and the Trustee a notice that states the
record date, the payment date and amount to be paid.

      Section 6.04. Limitation on Suits by Holders. No Holder of any Debt
Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise, upon or under or with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee
written notice of an Event of Default with respect to Debt Securities of that
same series and of the continuance thereof and unless the Holders of not less
than 25% in aggregate principal amount of the Outstanding Debt Securities of
that series shall have made written request upon the Trustee to institute such
action or proceedings in respect of such Event of Default in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity or security as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity or security
shall have failed to institute any such action or proceedings and no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 6.06; it being understood and intended, and being expressly
covenanted by the Holder of every Debt Security with every other Holder and the
Trustee, that no one or more Holders shall have any right in any manner whatever
by virtue or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any Holders, or to obtain or seek to obtain priority
over or preference to any other such Holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all such Holders. For the protection

                                       34
<PAGE>
and enforcement of the provisions of this Section 6.04, each and every Holder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.

      Notwithstanding any other provision in this Indenture, however, the right
of any Holder of any Debt Security to receive payment of the principal of, and
premium, if any, and (subject to Section 2.12) interest on, such Debt Security,
on or after the respective due dates expressed in such Debt Security, and to
institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

      Section 6.05. Remedies Cumulative; Delay or Omission in Exercise of Rights
Not a Waiver of Default. All powers and remedies given by this Article VI to the
Trustee or to the Holders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the Holders, by judicial proceedings or otherwise,
to enforce the performance or observance of the covenants and agreements
contained in this Indenture, and no delay or omission of the Trustee or of any
Holder to exercise any right or power accruing upon any Default occurring and
continuing as aforesaid, shall impair any such right or power, or shall be
construed to be a waiver of any such Default or an acquiescence therein; and,
subject to the provisions of Section 6.04, every power and remedy given by this
Article VI or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as shall be deemed expedient, by the Trustee or by the
Holders.

      Section 6.06. Rights of Holders of Majority in Principal Amount of Debt
Securities to Direct Trustee and to Waive Default. The Holders of not less than
a majority in aggregate principal amount of the Debt Securities of any series at
the time Outstanding 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 right, trust or power conferred on the Trustee, with respect to
the Debt Securities of such series; provided, however, that such direction shall
not be otherwise than in accordance with law and the provisions of this
Indenture, and that subject to the provisions of Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee being
advised by counsel shall determine that the action so directed may not lawfully
be taken or is inconsistent with any provision of this Indenture, or if the
Trustee shall by a responsible officer or officers determine that the action so
directed would involve it in personal liability or would be unduly prejudicial
to Holders of Debt Securities of such series not taking part in such direction;
and provided, further, however, that nothing contained in this Indenture shall
impair the right of the Trustee to take any action deemed proper by the Trustee
and which is not inconsistent with such direction by such Holders. The Holders
of not less than a majority in aggregate principal amount of the Debt Securities
of that series at the time Outstanding may on behalf of the Holders of all the
Debt Securities of that series waive any past Default or Event of Default and
its consequences for that series, except a Default or Event of Default in the
payment of the principal of, and premium, if any, or interest on, any of the
Debt Securities and a Default or Event of Default in respect of a provision that
under Section 9.02 cannot be amended without the consent of each Holder affected
thereby. In case of any such waiver, such Default shall cease to exist, any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture, and the Guarantors, the Company, the Trustee and the
Holders of the Debt Securities of that series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereon.


                                       35
<PAGE>
      Section 6.07. Trustee to Give Notice of Defaults Known to It, but May
Withhold Such Notice in Certain Circumstances. The Trustee shall, within 90 days
after the occurrence of a Default known to it with respect to a series of Debt
Securities, give to the Holders thereof, in the manner provided in Section
13.03, notice of all Defaults with respect to such series known to the Trustee,
unless such Defaults shall have been cured or waived before the giving of such
notice; provided, that, except in the case of Default in the payment of the
principal of, or premium, if any, or interest on, any of the Debt Securities of
such series or in the making of any sinking fund payment with respect to the
Debt Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee,
or a committee of directors or responsible officers, of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders thereof.

      Section 6.08. Requirement of an Undertaking to Pay Costs in Certain Suits
under the Indenture or Against the Trustee. All parties to this Indenture agree,
and each Holder of any Debt 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 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 in the manner and to the extent provided in the TIA, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees and expenses, 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 6.08 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 25 percent in principal amount of the
Outstanding Debt Securities of that series or to any suit instituted by any
Holder for the enforcement of the payment of the principal of, or premium, if
any, or interest on, any Debt Security on or after the due date for such payment
expressed in such Debt Security.

                                  ARTICLE VII
                             CONCERNING THE TRUSTEE

      Section 7.01. Certain Duties and Responsibilities. The Trustee, prior to
the occurrence of an Event of Default and after the curing or waiving of all
Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture. In case an
Event of Default has occurred (which has not been cured or waived), 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 their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

      No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act,
its own bad faith or its own willful misconduct, except that:

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


                                       36
<PAGE>
      (b) prior to the occurrence of an Event of Default with respect to the
Debt Securities of a series and after the curing or waiving of all Events of
Default with respect to such series which may have occurred:

            (i) the duties and obligations of the Trustee with respect to Debt
      Securities of any series shall be determined solely by the express
      provisions of this Indenture, and the Trustee shall not be liable except
      for the performance of such duties and obligations with respect to such
      series as are specifically set forth in this Indenture, and no implied
      covenants or obligations with respect to such series shall be read into
      this Indenture against the Trustee;

            (ii) in the absence of bad faith on the part of the Trustee, the
      Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any certificates or
      opinions furnished to the Trustee and conforming to the requirements of
      this Indenture; but in the case of any such certificates or opinions which
      by any provision hereof are specifically required to be furnished to the
      Trustee, the Trustee shall be under a duty to examine the same to
      determine whether or not they conform to the requirements of this
      Indenture;

            (iii) the Trustee shall not be liable for an error of judgment made
      in good faith by a responsible officer, unless it shall be proved that the
      Trustee was negligent in ascertaining the pertinent facts; and

            (iv) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it with respect to Debt Securities of any
      series in good faith in accordance with the direction of the Holders of
      not less than a majority in aggregate principal amount of the Outstanding
      Debt Securities of that 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 conferred upon the Trustee, under this
      Indenture with respect to Debt Securities of such series.

      None of the provisions of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any personal financial liability
in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

      Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

      Section 7.02. Certain Rights of Trustee. Except as otherwise provided in
Section 7.01:

      (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note or
other paper or document (whether in its original or

                                       37
<PAGE>
facsimile form) believed by it to be genuine and to have been signed or
presented by the proper party or parties;

      (b) any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Company Order or Company Request
(unless other evidence in respect thereof be herein specifically prescribed);
and any resolution of the Board of Directors may be evidenced to the Trustee by
a copy thereof certified by the Secretary or an Assistant Secretary of the
General Partner;

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

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

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

      (f) prior to the occurrence of an Event of Default and after the curing of
all Events of Default which may have occurred, 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 or other paper or document, unless requested in writing
to do so by the Holders of a majority in aggregate principal amount of the then
Outstanding Debt Securities of a series affected by such matter; provided,
however, 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 not, in the opinion of the Trustee, 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 costs, expenses or
liabilities as a condition to so proceeding, and the reasonable expense of every
such investigation shall be paid by the Company or, if paid by the Trustee,
shall be repaid by the Company upon demand;

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

      (h) if any property other than cash shall at any time be subject to a Lien
in favor of the Holders, the Trustee, if and to the extent authorized by a
receivership or bankruptcy court of competent jurisdiction or by the
supplemental instrument subjecting such property to such Lien, shall be entitled
to make advances for the purpose of preserving such property or of discharging
tax Liens or other prior Liens or encumbrances thereon.


                                       38
<PAGE>
      Section 7.03. Trustee Not Liable for Recitals in Indenture or in Debt
Securities. The recitals contained herein, in the Debt Securities (except the
Trustee's certificate of authentication) shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no representations as to the validity or sufficiency of
this Indenture or of the Debt Securities of any series, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Debt Securities and perform its obligations hereunder, and that
the statements made by it or to be made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Company are true and accurate. The
Trustee shall not be accountable for the use or application by the Company of
any of the Debt Securities or of the proceeds thereof.

      Section 7.04. Trustee, Paying Agent or Registrar May Own Debt Securities.
The Trustee or any paying agent or Registrar, in its individual or any other
capacity, may become the owner or pledgee of Debt Securities and subject to the
provisions of the TIA relating to conflicts of interest and preferential claims
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, paying agent or Registrar.

      Section 7.05. Money Received by Trustee to Be Held in Trust. Subject to
the provisions of Section 11.05, all money received by the Trustee shall, until
used or applied as herein provided, be held in trust for the purposes for which
it was received, but need not be segregated from other funds except to the
extent required by law. The Trustee shall be under no liability for interest on
any money received by it hereunder. So long as no Event of Default shall have
occurred and be continuing, all interest allowed on any such money shall be paid
from time to time to the Company upon a Company Order.

      Section 7.06. Compensation and Reimbursement. The Company covenants and
agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall
be entitled to, reasonable compensation for all services rendered by it
hereunder (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), including, without limitation,
paying agent and Registrar, and, except as otherwise expressly provided herein,
the Company will pay or reimburse in Dollars the Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any of the provisions of this Indenture (including
the reasonable compensation and the expenses and disbursements of its agents,
attorneys and counsel and of all Persons not regularly in its employ), including
without limitation, Section 6.02, except any such expense, disbursement or
advances as may arise from its negligence, willful misconduct or bad faith. The
Company also covenants to indemnify and defend the Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without negligence,
willful misconduct or bad faith on the part of the Trustee, arising out of or in
connection with the acceptance or administration of this trust or trusts
hereunder, including the reasonable costs and expenses of defending itself
against any claim of liability in connection with the exercise or performance of
any of its powers or duties hereunder. The obligations of the Company under this
Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the
Trustee for expenses, disbursements and advances shall constitute additional
Debt hereunder and shall survive the satisfaction and discharge of this
Indenture. The Company and the Holders agree that such additional Debt shall be
secured by a Lien prior to that of the Debt Securities upon all property and
funds held or

                                       39
<PAGE>
collected by the Trustee, as such, except funds held in trust for the payment of
principal of, and premium, if any, or interest on, particular Debt Securities.

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

      Section 7.07. Right of Trustee to Rely on an Officers' Certificate Where
No Other Evidence Specifically Prescribed. Except as otherwise provided in
Section 7.01, whenever in the administration of the provisions of this Indenture
the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted by it under the provisions of
this Indenture upon the faith thereof.

      Section 7.08. Separate Trustee; Replacement of Trustee. The Company may,
but need not, appoint a separate Trustee for any one or more series of Debt
Securities. The Trustee may resign with respect to one or more or all series of
Debt Securities at any time by giving notice to the Company. The Holders of a
majority in principal amount of the Debt Securities of a particular series may
remove the Trustee for such series and only such series by so notifying the
Trustee and may appoint a successor Trustee. The Company shall remove the
Trustee if:

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

      (b) the Trustee is adjudged bankrupt or insolvent;

      (c) a Custodian takes charge of the Trustee or its property; or

      (d) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns, is removed by the Company or by the Holders of a
majority in principal amount of the Debt Securities of a particular series and
such Holders do not reasonably promptly appoint a successor Trustee, or if a
vacancy exists in the office of Trustee for any reason (the Trustee in such
event being referred to herein as the retiring Trustee), the Company shall
promptly appoint a successor Trustee. No resignation or removal of the Trustee
and no appointment of a successor Trustee shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of this Section 7.08.

      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Holders of Debt
Securities of each applicable series. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject to
the Lien provided for in Section 7.06.


                                       40
<PAGE>
      If a successor Trustee does not take office within 60 days after the
retiring Trustee gives notice of resignation or is removed, the retiring Trustee
or the Holders of 25% in principal amount of the Debt Securities of any
applicable series may petition any court of competent jurisdiction for the
appointment of a successor Trustee for the Debt Securities of such series.

      If the Trustee fails to comply with Section 7.10, any Holder of Debt
Securities of any applicable series may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee for the Debt Securities of such series.

      Notwithstanding the replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.06 shall continue for the
benefit of the retiring Trustee.

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

      Section 7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee.

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

      Section 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. No obligor upon the Debt
Securities of a particular series or Person directly or indirectly controlling,
controlled by or under common control with such obligor shall serve as Trustee
for the Debt Securities of such series. The Trustee shall comply with Section
310(b) of

                                       41
<PAGE>
the TIA; provided, however, that there shall be excluded from the operation of
Section 310(b)(1) of the TIA this Indenture or any indenture or indentures under
which other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such exclusion
set forth in Section 310(b)(1) of the TIA are met.

      Section 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with Section 311(a) of the TIA, excluding any creditor
relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or
been removed shall be subject to Section 311(a) of the TIA to the extent
indicated therein.

      Section 7.12. Compliance with Tax Laws. The Trustee hereby agrees to
comply with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Debt Securities, whether acting as Trustee, Registrar, paying
agent or otherwise with respect to the Debt Securities.

                                  ARTICLE VIII
                             CONCERNING THE HOLDERS

      Section 8.01. Evidence of Action by Holders. Whenever in this Indenture it
is provided that the Holders of a specified percentage in aggregate principal
amount of the Debt Securities of any or all series may take action (including
the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action) the fact that at the time
of taking any such action the Holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of instruments of
similar tenor executed by Holders in Person or by agent or proxy appointed in
writing, (b) by the record of the Holders voting in favor thereof at any meeting
of Holders duly called and held in accordance with the provisions of this
Indenture, (c) by a combination of such instrument or instruments and any such
record of such a meeting of Holders or (d) in the case of Debt Securities
evidenced by a Global Security, by any electronic transmission or other message,
whether or not in written format, that complies with the Depositary's applicable
procedures.

      Section 8.02. Proof of Execution of Instruments and of Holding of Debt
Securities. Subject to the provisions of Sections 7.01, 7.02 and 13.09, proof of
the execution of any instrument by a Holder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The ownership of Debt Securities of any series shall be proved by
the Debt Security Register or by a certificate of the Registrar for such series.
The Trustee may require such additional proof of any matter referred to in this
Section 8.02 as it shall deem necessary.

      Section 8.03. Who May Be Deemed Owner of Debt Securities. Prior to due
presentment for registration of transfer of any Debt Security, the Company, the
Guarantors, the Trustee, any paying agent and any Registrar may deem and treat
the Person in whose name any Debt Security shall be registered upon the books of
the Company as the absolute owner of such Debt Security (whether or not such
Debt Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of
the principal of and premium, if any, and (subject to Section 2.12) interest on
such

                                       42
<PAGE>
Debt Security and for all other purposes, and neither the Company nor the
Guarantors nor the Trustee nor any paying agent nor any Registrar shall be
affected by any notice to the contrary; and all such payments so made to any
such Holder for the time being, or upon his order, shall be valid and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for money payable upon any such Debt Security.

      None of the Company, the Guarantors, the Trustee or any agent of the
Trustee, any paying agent or any Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests, or for any action taken or any failure to act by a Depositary with
respect to any Debt Securities including, without limitation, any failure of the
owner of a beneficial interest in such Debt Securities to receive any payments
or notices provided hereunder or for the selection of beneficial interests in
such Debt Securities to be redeemed.

      Section 8.04. Instruments Executed by Holders Bind Future Holders. At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the Holders of the percentage in
aggregate principal amount of the Debt Securities of any series specified in
this Indenture in connection with such action and subject to the following
paragraph, any Holder of a Debt Security which is shown by the evidence to be
included in the Debt Securities the Holders of which have consented to such
action may, by filing written notice with the Trustee at its corporate trust
office and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Debt Security. Except as aforesaid any such action taken
by the Holder of any Debt Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Debt Security and of any
Debt Security issued upon transfer thereof or in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon such Debt Security or such other Debt Securities. Any action taken by the
Holders of the percentage in aggregate principal amount of the Debt Securities
of any series specified in this Indenture in connection with such action shall
be conclusively binding upon the Company, the Guarantors, the Trustee and the
Holders of all the Debt Securities of such series.

      The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders of Debt Securities entitled to give their
consent or take any other action required or permitted to be taken pursuant to
this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons who were Holders of Debt Securities at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders of Debt
Securities after such record date. No such consent shall be valid or effective
for more than 120 days after such record date unless the consent of the Holders
of the percentage in aggregate principal amount of the Debt Securities of such
series specified in this Indenture shall have been received within such 120-day
period.


                                       43
<PAGE>
                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

      Section 9.01. Purposes for Which Supplemental Indenture May Be Entered
into Without Consent of Holders. The Company and the Guarantors, when authorized
by resolutions of the Board of Directors, and the Trustee may from time to time
and at any time, without the consent of Holders, enter into an Indenture or
Indentures supplemental hereto (which shall conform to the provisions of the TIA
as in force at the date of the execution thereof) for one or more of the
following purposes:

      (a) to evidence the succession pursuant to Article X of another Person to
the Company, or successive successions, and the assumption by the Successor
Company (as defined in Section 10.01) of the covenants, agreements and
obligations of the Company in this Indenture and in the Debt Securities;

      (b) to surrender any right or power herein conferred upon the Company or
the Guarantors, to add to the covenants of the Company or the Guarantors such
further covenants, restrictions, conditions or provisions for the protection of
the Holders of all or any series of Debt Securities (and if such covenants are
to be for the benefit of less than all series of Debt Securities, stating that
such covenants are expressly being included solely for the benefit of such
series) as the Board of Directors shall consider to be for the protection of the
Holders of such Debt Securities, and to make the occurrence, or the occurrence
and continuance, of a Default in any of such additional covenants, restrictions,
conditions or provisions a Default or an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture;
provided, that in respect of any such additional covenant, restriction,
condition or provision such supplemental Indenture may provide for a particular
period of grace after Default (which period may be shorter or longer than that
allowed in the case of other Defaults) or may provide for an immediate
enforcement upon such Default or may limit the remedies available to the Trustee
upon such Default or may limit the right of the Holders of a majority in
aggregate principal amount of any or all series of Debt Securities to waive such
default;

      (c) to cure any ambiguity or omission or to correct or supplement any
provision contained herein, in any supplemental Indenture or in any Debt
Securities of any series that may be defective or inconsistent with any other
provision contained herein, in any supplemental Indenture or in the Debt
Securities of such series;

      (d) to permit the qualification of this Indenture or any Indenture
supplemental hereto under the TIA as then in effect, except that nothing herein
contained shall permit or authorize the inclusion in any Indenture supplemental
hereto of the provisions referred to in Section 316(a)(2) of the TIA;

      (e) [intentionally omitted];

      (f) to reflect the release of any Guarantor in accordance with Article
XIV;

      (g) to add Subsidiary Guarantors with respect to any or all of the Debt
Securities or to secure any or all of the Debt Securities or a Guarantee;


                                       44
<PAGE>
      (h) to make any change that does not adversely affect the rights of any
Holder;

      (i) to add to, change or eliminate any of the provisions of this Indenture
in respect of one or more series of Debt Securities; provided, however, that any
such addition, change or elimination not otherwise permitted under this Section
9.01 shall neither apply to any Debt Security of any series created prior to the
execution of such supplemental Indenture and entitled to the benefit of such
provision nor modify the rights of the Holder of any such Debt Security with
respect to such provision or shall become effective only when there is no such
Debt Security Outstanding;

      (j) to evidence and provide for the acceptance of appointment hereunder by
a successor or separate Trustee with respect to the Debt 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; and

      (k) to establish the form or terms of Debt Securities of any series as
permitted by Sections 2.01 and 2.03.

      The Trustee is hereby authorized to join with the Company and the
Guarantors in the execution of any such supplemental Indenture, to make any
further appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer, assignment, mortgage or pledge of any
property thereunder, but the Trustee shall not be obligated to enter into any
such supplemental Indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

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

      Section 9.02. Modification of Indenture with Consent of Holders of Debt
Securities. Without notice to any Holder but with the consent (evidenced as
provided in Section 8.01) of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Debt Securities of each series
affected by such supplemental Indenture (including consents obtained in
connection with a tender offer or exchange offer for any such series of Debt
Securities), the Company and the Guarantors, when authorized by resolutions of
the Board of Directors, and the Trustee may from time to time and at any time
enter into an Indenture or Indentures supplemental hereto (which shall conform
to the provisions of the TIA as in force at the date of execution thereof) for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental Indenture or of
modifying in any manner the rights of the Holders of the Debt Securities of such
series; provided, that no such supplemental Indenture, without the consent of
the Holders of each Debt Security so affected, shall:

      (a) reduce the percentage in principal amount of Debt Securities of any
series whose Holders must consent to an amendment;

      (b) reduce the rate of or extend the time for payment of interest on any
Debt Security;


                                       45
<PAGE>
      (c) reduce the principal of or extend the Stated Maturity of any Debt
Security;

      (d) reduce the premium payable upon the redemption of any Debt Security or
change the time at which any Debt Security may or shall be redeemed in
accordance with Article III;

      (e) make any Debt Security payable in currency other than the Dollar;

      (f) impair the right of any Holder to receive payment of premium, if any,
principal of and interest on such Holder's Debt Securities on or after the due
dates therefor or to institute suit for the enforcement of any payment on or
with respect to such Holder's Debt Securities;

      (g) release any security that may have been granted in respect of the Debt
Securities or a Guarantee;

      (h) make any change in Section 6.06 or this Section 9.02; or

      (i) except as provided in Section 11.02(b) or 14.04, release any of the
Guarantors or modify a Guarantee in any manner adverse to the Holders.

      A supplemental Indenture which changes or eliminates any covenant or other
provision of this Indenture which has been expressly included solely for the
benefit of one or more particular series of Debt Securities or which modifies
the rights of the Holders of Debt 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 Debt Securities of any other series.

      Upon the request of the Company, accompanied by a copy of resolutions of
the Board of Directors 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 and the Guarantors
in the execution of such supplemental Indenture unless such supplemental
Indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion but
shall not be obligated to enter into such supplemental Indenture.

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

      After an amendment under this Section 9.02 becomes effective, the Company
shall mail to Holders of Debt Securities of each series affected thereby a
notice briefly describing such amendment. The failure to give such notice to all
such Holders, or any defect therein, shall not impair or affect the validity of
an amendment under this Section 9.02.

      Section 9.03. Effect of Supplemental Indentures. Upon the execution of any
supplemental Indenture pursuant to the provisions of this Article IX, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company, the Guarantors
and the Holders shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and

                                       46
<PAGE>
conditions of any such supplemental Indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.

      The Trustee, subject to the provisions of Sections 7.01 and 7.02, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such supplemental Indenture complies with the provisions of
this Article IX.

      Section 9.04. Debt Securities May Bear Notation of Changes by Supplemental
Indentures. Debt Securities of any series authenticated and delivered after the
execution of any supplemental Indenture pursuant to the provisions of this
Article IX may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
Indenture. New Debt Securities of any series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental Indenture may be prepared and
executed by the Company, authenticated by the Trustee and delivered in exchange
for the Debt Securities of such series then Outstanding. Failure to make the
appropriate notation or to issue a new Debt Security of such series shall not
affect the validity of such amendment.

                                   ARTICLE X
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

      Section 10.01. Consolidations and Mergers of the Company. The Company
shall not consolidate or amalgamate with or merge with or into any Person, or
sell, convey, transfer, lease or otherwise dispose of all or substantially all
its assets to any Person, whether in a single transaction or a series of related
transactions, except (1) in accordance with the provisions of its limited
liability company agreement, and (2) unless: (a) either (i) the Company shall be
the surviving Person in the case of a merger or (ii) the resulting, surviving or
transferee Person if other than the Company (the "Successor Company"), shall be
a partnership, limited liability company or corporation organized and existing
under the laws of the United States, any State thereof or the District of
Columbia and the Successor Company shall expressly assume, by an Indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, all the obligations of the Company under this Indenture and the
Debt Securities according to their tenor; (b) immediately after giving effect to
such transaction or series of transactions (and treating any Debt which becomes
an obligation of the Successor Company or any Subsidiary of the Successor
Company as a result of such transaction or series of transactions as having been
incurred by the Successor Company or such Subsidiary at the time of such
transaction), no Default or Event of Default would occur or be continuing; (c)
if the Company is not the continuing Person, then each Guarantor, unless it has
become the Successor Company, shall confirm that its Guarantee shall continue to
apply to the obligations under the Debt Securities and this Indenture; and (d)
the Company shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that such consolidation, amalgamation, merger
or disposition and such supplemental Indenture (if any) comply with this
Indenture.

      Section 10.02. Rights and Duties of Successor Company. In case of any
consolidation, amalgamation or merger where the Company is not the continuing
Person, or disposition of all or substantially all of the assets of the Company
in accordance with

                                       47
<PAGE>
Section 10.01, the Successor Company shall succeed to and be substituted for the
Company with the same effect as if it had been named herein as the respective
party to this Indenture, and the predecessor entity shall be released from all
liabilities and obligations under this Indenture and the Debt Securities, except
that no such release will occur in the case of a lease of all or substantially
all of the assets of the Company. The Successor Company thereupon may cause to
be signed, and may issue either in its own name or in the name of the Company,
any or all the Debt Securities issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee; and, upon the
order of the Successor Company, instead of the Company, and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Debt Securities which previously shall
have been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Debt Securities which the Successor Company thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the
Debt Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Debt Securities theretofore or thereafter
issued in accordance with the terms of this Indenture as though all such Debt
Securities had been issued at the date of the execution hereof.

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

                                   ARTICLE XI
                          SATISFACTION AND DISCHARGE OF
                     INDENTURE; DEFEASANCE; UNCLAIMED MONEY

      Section 11.01. Applicability of Article. The provisions of this Article XI
relating to either the satisfaction and discharge or the defeasance of Debt
Securities shall be applicable to each series of Debt Securities except as
otherwise specified pursuant to Section 2.03 for Debt Securities of such series.

      Section 11.02. Satisfaction and Discharge of Indenture; Defeasance.

      (a) (i) If at any time the Company shall have delivered to the Trustee for
cancellation all Debt Securities of any series theretofore authenticated and
delivered (other than any Debt Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.09 and Debt Securities for whose payment money has theretofore been
deposited in trust and thereafter repaid to the Company as provided in Section
11.05) or (ii) all Debt Securities of such series not theretofore delivered to
the Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and (1) the Company shall irrevocably
deposit with the Trustee as trust funds money, U.S. Government Obligations on a
combination thereof sufficient to pay at maturity or upon redemption all Debt
Securities of such series not theretofore delivered to the Trustee for
cancellation, including principal and premium, if any, and interest due or to
become due on such date of Stated Maturity or Redemption Date, as the case may
be, and (2) the Company shall deliver to the Trustee a certificate to the effect
described in Section 11.03(b) hereof, and if in the case described in either of
the preceding

                                       48
<PAGE>
clauses (i) and (ii) the Company shall also pay or cause to be paid all other
sums then due and payable hereunder by the Company with respect to the Debt
Securities of such series, then this Indenture shall cease to be of further
effect with respect to the Debt Securities of such series, and the Trustee, on
demand of the Company accompanied by an Officers' Certificate and an Opinion of
Counsel and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture with
respect to the Debt Securities of such series.

      (b) Subject to Sections 11.02(c), 11.03 and 11.07, the Company at any time
may terminate, with respect to Debt Securities of a particular series, all its
obligations under the Debt Securities of such series and this Indenture with
respect to the Debt Securities of such series ("legal defeasance option") or the
operation of (x) any covenant made applicable to such Debt Securities pursuant
to Section 2.03, (y) Sections 6.01(d), (g) and (h) (except to the extent
covenants or agreements referenced in Section 6.01(d) remain applicable) and
(z), as they relate to the Guarantors only, Sections 6.01(e) and (f) ("covenant
defeasance option"). If the Company exercises either its legal defeasance option
or its covenant defeasance option with respect to Debt Securities of a
particular series that are entitled to the benefit of a Guarantee, the Guarantee
will terminate with respect to that series of Debt Securities and be
automatically released and discharged and any security that may have been
granted in respect of such series shall be automatically released. The Company
may exercise its legal defeasance option notwithstanding its prior exercise of
its covenant defeasance option.

      If the Company exercises its legal defeasance option, payment of the Debt
Securities of the defeased series may not be accelerated because of an Event of
Default. If the Company exercises its covenant defeasance option, payment of the
Debt Securities of the defeased series may not be accelerated because of an
Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to
the Guarantors only, Sections 6.01(e) and (f) (except to the extent covenants or
agreements referenced in Section 6.01(d) remain applicable).

      Upon satisfaction of the conditions set forth herein and upon request of
the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

      (c) Notwithstanding clauses (a) and (b) above, the Company's obligations
in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 11.05, 11.06 and 11.07 shall
survive until the Debt Securities of the defeased series have been paid in full.
Thereafter, the Company's obligations in Sections 7.06, 11.05 and 11.06 shall
survive.

      Section 11.03. Conditions of Defeasance. The Company may exercise its
legal defeasance option or its covenant defeasance option with respect to Debt
Securities of a particular series only if:

      (a) the Company irrevocably deposits in trust with the Trustee money, U.S.
Government Obligations or a combination thereof for the payment of principal of,
and premium, if any, and interest on, the Debt Securities of such series to
Stated Maturity or redemption, as the case may be;


                                       49
<PAGE>
      (b) the Company delivers to the Trustee a certificate from a nationally
recognized firm of independent accountants expressing their opinion that the
payments of principal and interest when due and without reinvestment on the
deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay the principal, premium, if any, and interest when due on all
the Debt Securities of such series to Stated Maturity or redemption, as the case
may be;

      (c) 91 days pass after the deposit is made and during the 91-day period no
Default specified in Section 6.01(e) or (f) with respect to the Company occurs
which is continuing at the end of the period;

      (d) no Default has occurred and is continuing on the date of such deposit
and after giving effect thereto;

      (e) the deposit does not constitute a default under any other agreement
binding on the Company;

      (f) the Company delivers to the Trustee an Opinion of Counsel to the
effect that the trust resulting from the deposit does not constitute, or is
qualified as, a regulated investment company under the Investment Company Act of
1940;

      (g) in the event of the legal defeasance option, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that the Company has
received from the Internal Revenue Service a ruling, or since the date of this
Indenture there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of Debt Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred;

      (h) in the event of the covenant defeasance option, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
Debt Securities of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such covenant defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had not
occurred; and

      (i) the Company delivers to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
and discharge of the Debt Securities of such series as contemplated by this
Article XI have been complied with.

      Before or after a deposit, the Company may make arrangements satisfactory
to the Trustee for the redemption of Debt Securities of such series at a future
date in accordance with Article III.

      Section 11.04. Application of Trust Money. The Trustee shall hold in trust
money or U.S. Government Obligations deposited with it pursuant to this Article
XI. It shall apply the deposited money and the money from U.S. Government
Obligations through any paying agent

                                       50
<PAGE>
and in accordance with this Indenture to the payment of principal of, and
premium, if any, and interest on, the Debt Securities of the defeased series.

      Section 11.05. Repayment to Company. The Trustee and any paying agent
shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

      Subject to any applicable abandoned property law, the Trustee and any
paying agent shall pay to the Company upon request any money held by them for
the payment of principal, premium or interest that remains unclaimed for two
years, and, thereafter, Holders entitled to such money must look to the Company
for payment as general creditors.

      Section 11.06. Indemnity for U.S. Government Obligations. The Company
shall pay and shall indemnify the Trustee and the Holders against any tax, fee
or other charge imposed on or assessed against deposited U.S. Government
Obligations or the principal and interest received on such U.S. Government
Obligations.

      Section 11.07. Reinstatement. If the Trustee or any paying agent is unable
to apply any money or U.S. Government Obligations in accordance with this
Article XI by reason of any legal proceeding or by reason of any order or
judgment of any court or government authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Debt Securities of the defeased series shall be revived and
reinstated as though no deposit had occurred pursuant to this Article XI until
such time as the Trustee or any paying agent is permitted to apply all such
money or U.S. Government Obligations in accordance with this Article XI.

                                  ARTICLE XII
                                   [RESERVED]

      This Article XII has been intentionally omitted.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

      Section 13.01. Successors and Assigns of Company Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the Company, the Guarantors or the Trustee shall bind their
respective successors and assigns, whether so expressed or not.

      Section 13.02. Acts of Board, Committee or Officer of Successor Company
Valid. Any act or proceeding authorized or required by any provision of this
Indenture to be done or performed by any board, committee or officer on behalf
of the Company shall and may be done and performed with like force and effect by
the like board, committee or officer on behalf of any Successor Company.

      Section 13.03. Required Notices or Demands. Any notice or communication by
the Company, the Subsidiary Guarantors or the Trustee to the others is duly
given if in writing (in the English language) and delivered in Person or mailed
by registered or certified mail (return

                                       51
<PAGE>
receipt requested), telecopier or overnight air courier guaranteeing next day
delivery, to the other's address:

      If to the Company or any of the Guarantors:

      c/o Natural Resource Partners L.P.
      601 Jefferson, Suite 3600
      Houston, Texas  77002
      Attention:  General Counsel
      Telecopy No. (713) 751-____

      If to the Trustee:

      [____________________]

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

      All notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; on the first Business
Day on or after being sent, if telecopied and the sender receives confirmation
of successful transmission; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

      Any notice required or permitted to a Holder by the Company, the
Guarantors or the Trustee pursuant to the provisions of this Indenture shall be
deemed to be properly mailed by being deposited postage prepaid in a post office
letter box in the United States addressed to such Holder at the address of such
Holder as shown on the Debt Security Register. Any report pursuant to Section
313 of the TIA shall be transmitted in compliance with subsection (c) therein.

      Notwithstanding the foregoing, any notice to Holders of Floating Rate Debt
Securities regarding the determination of a periodic rate of interest, if such
notice is required pursuant to Section 2.03, shall be sufficiently given if
given in the manner specified pursuant to Section 2.03.

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

      In the event it shall be impracticable to give notice by publication, then
such notification as shall be given with the approval of the Trustee shall
constitute sufficient notice for every purpose hereunder.

      Failure to mail a notice or communication to a Holder or any defect in it
or any defect in any notice by publication as to a Holder shall not affect the
sufficiency of such notice with

                                       52
<PAGE>
respect to other Holders. If a notice or communication is mailed or published in
the manner provided above, it is conclusively presumed duly given.

      Section 13.04. Indenture and Debt Securities to Be Construed in Accordance
with the Laws of the State of New York. THIS INDENTURE, EACH DEBT SECURITY AND
EACH GUARANTEE SHALL BE DEEMED TO BE NEW YORK CONTRACTS, AND FOR ALL PURPOSES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.

      Section 13.05. Officers' Certificate and Opinion of Counsel to Be
Furnished upon Application or Demand by the Company. Upon any application or
demand by the Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such document is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

      Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (a) a statement that the Person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

      Section 13.06. Payments Due on Legal Holidays. In any case where the date
of maturity of interest on or principal of and premium, if any, on the Debt
Securities of a series shall not be a Business Day at any Place of Payment for
the Debt Securities of such series, then payment of interest or principal and
premium, if any, need not be made on such date at such Place of Payment, 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 date of maturity, and no interest shall
accrue for the period after such date. If a record date is not a Business Day,
the record date shall not be affected.

      Section 13.07. Provisions Required by TIA to Control. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture which is required to be included in this
Indenture by any of Sections 310 to 318, inclusive, of the TIA, such required
provision shall control.

      Section 13.08. Computation of Interest on Debt Securities. Interest, if
any, on the Debt Securities shall be computed on the basis of a 360-day year of
twelve 30-day months, except as may otherwise be provided pursuant to Section
2.03.


                                       53
<PAGE>
      Section 13.09. Rules by Trustee, Paying Agent and Registrar. The Trustee
may make reasonable rules for action by or a meeting of Holders. The Registrar
and any paying agent may make reasonable rules for their functions.

      Section 13.10. No Recourse Against Others. The General Partner and its
directors, officers, employees, incorporators, members and stockholders, as
such, shall have no liability for any obligations of the Guarantors or the
Company under the Debt Securities, this Indenture or any Guarantee or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. By accepting a Debt Security, each Holder shall waive and release all
such liability. The waiver and release shall be part of the consideration for
the issue of the Debt Securities.

      Section 13.11. Severability. In case any provision in this Indenture or
the Debt Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

      Section 13.12. Effect of Headings. The article and section headings herein
and in the Table of Contents are for convenience only and shall not affect the
construction hereof.

      Section 13.13. Indenture May Be Executed in Counterparts. This Indenture
may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same
instrument.

                                  ARTICLE XIV
                                    GUARANTEE

      Section 14.01. Unconditional Guarantee.

      (a) Notwithstanding any provision of this Article XIV to the contrary, the
provisions of this Article XIV shall be applicable only to, and inure solely to
the benefit of, the Debt Securities of any series designated, pursuant to
Section 2.03, as entitled to the benefits of the Guarantee of any of the
Guarantors.

      (b) For value received, each of the Guarantors hereby fully,
unconditionally and absolutely guarantees (the "Guarantee") to the Holders and
to the Trustee the due and punctual payment of the principal of, and premium, if
any, and interest on the Debt Securities and all other amounts due and payable
under this Indenture and the Debt Securities by the Company, when and as such
principal, premium, if any, interest and other amounts shall become due and
payable, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise, according to the terms of the Debt Securities and
this Indenture, subject to the limitations set forth in Section 14.03.

      (c) Failing payment when due of any amount guaranteed pursuant to its
Guarantee, for whatever reason, each of the Guarantors will be jointly and
severally obligated to pay the same immediately. The Guarantee hereunder is
intended to be a general, unsecured, senior obligation of each of the Guarantors
and will rank pari passu in right of payment with all Debt of such Guarantor
that is not, by its terms, expressly subordinated in right of payment to the
Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder
shall be full, unconditional and absolute, irrespective of the validity,
regularity or enforceability of the Debt

                                       54
<PAGE>
Securities, its Guarantee (including the Guarantee of any other Subsidiary
Guarantor) or this Indenture, the absence of any action to enforce the same, any
waiver or consent by the Trustee or any Holder of the Debt Securities with
respect to any provisions hereof or thereof, the recovery of any judgment
against the Company or any other Guarantor, or any action to enforce the same or
any other circumstances which might otherwise constitute a legal or equitable
discharge or defense of any of the Guarantors. Each of the Guarantors hereby
agrees that in the event of a default in payment of the principal of, or
premium, if any, or interest on the Debt Securities, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise,
legal proceedings may be instituted by the Trustee on behalf of the Holders or,
subject to Section 6.04, by the Holders, on the terms and conditions set forth
in this Indenture, directly against such Guarantor to enforce its Guarantee
without first proceeding against the Company or any other Guarantor.

      (d) The obligations of each of the Guarantors under this Article XIV shall
be as aforesaid full, unconditional and absolute and shall not be impaired,
modified, released or limited by any occurrence or condition whatsoever,
including, without limitation, (A) any compromise, settlement, release, waiver,
renewal, extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of the Company or any of the Guarantors contained in
the Debt Securities or this Indenture, (B) any impairment, modification, release
or limitation of the liability of the Company, any of the Guarantors or any of
their estates in bankruptcy, or any remedy for the enforcement thereof,
resulting from the operation of any present or future provision of any
applicable Bankruptcy Law, as amended, or other statute or from the decision of
any court, (C) the assertion or exercise by the Company, any of the Guarantors
or the Trustee of any rights or remedies under the Debt Securities or this
Indenture or their delay in or failure to assert or exercise any such rights or
remedies, (D) the assignment or the purported assignment of any property as
security for the Debt Securities, including all or any part of the rights of the
Company or any of the Guarantors under this Indenture, (E) the extension of the
time for payment by the Company or any of the Guarantors of any payments or
other sums or any part thereof owing or payable under any of the terms and
provisions of the Debt Securities or this Indenture or of the time for
performance by the Company or any of the Guarantors of any other obligations
under or arising out of any such terms and provisions or the extension or the
renewal of any thereof, (F) the modification or amendment (whether material or
otherwise) of any duty, agreement or obligation of the Company or any of the
Guarantors set forth in this Indenture, (G) the voluntary or involuntary
liquidation, dissolution, sale or other disposition of all or substantially all
of the assets, marshaling of assets and liabilities, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of, or other similar proceeding
affecting, the Company or any of the Guarantors or any of their respective
assets, or the disaffirmance of the Debt Securities, the Guarantee or this
Indenture in any such proceeding, (H) the release or discharge of the Company or
any of the Guarantors from the performance or observance of any agreement,
covenant, term or condition contained in any of such instruments by operation of
law, (I) the unenforceability of the Debt Securities, any other Guarantee or
this Indenture or (J) any other circumstances (other than payment in full or
discharge of all amounts guaranteed pursuant to the Guarantee) which might
otherwise constitute a legal or equitable discharge of a surety or guarantor.

      (e) Each of the Guarantors hereby (A) waives diligence, presentment,
demand of payment, filing of claims with a court in the event of the merger,
insolvency or bankruptcy of the

                                       55
<PAGE>
Company or any of the other Guarantors, and all demands whatsoever, (B)
acknowledges that any agreement, instrument or document evidencing its Guarantee
may be transferred and that the benefit of its obligations hereunder shall
extend to each holder of any agreement, instrument or document evidencing the
Guarantee without notice to it and (C) covenants that its Guarantee will not be
discharged except by complete performance of the Guarantee. Each of the
Guarantors further agrees that if at any time all or any part of any payment
theretofore applied by any Person to its Guarantee is, or must be, rescinded or
returned for any reason whatsoever, including without limitation, the
insolvency, bankruptcy or reorganization of the Company or any of the other
Guarantors, the Guarantee shall, to the extent that such payment is or must be
rescinded or returned, be deemed to have continued in existence notwithstanding
such application, and the Guarantee shall continue to be effective or be
reinstated, as the case may be, as though such application had not been made.

      (f) Each of the Guarantors shall be subrogated to all rights of the
Holders and the Trustee against the Company in respect of any amounts paid by
such Guarantor pursuant to the provisions of this Indenture, provided, however,
that such Guarantor, shall not be entitled to enforce or to receive any payments
arising out of, or based upon, such right of subrogation until all of the Debt
Securities and each Guarantee shall have been paid in full or discharged.

      Section 14.02. Execution and Delivery of Notation of Guarantee. To further
evidence its Guarantee set forth in Section 14.01, each of the Guarantors hereby
agrees that a notation relating to such Guarantee, substantially in the form
attached hereto as Annex A, shall be endorsed on each Debt Security entitled to
the benefits of the Guarantee authenticated and delivered by the Trustee and
executed by either manual or facsimile signature of an officer of such
Guarantor, or in the case of a Guarantor that is a limited partnership, an
officer of the general partner of such Guarantor. Each of the Guarantors hereby
agrees that its Guarantee set forth in Section 14.01 shall remain in full force
and effect notwithstanding any failure to endorse on each Debt Security a
notation relating to the Guarantee. If any officer of any Guarantor, or in the
case of a Guarantor that is a limited partnership, any officer of the general
partner of the Guarantor, whose signature is on this Indenture or a Debt
Security no longer holds that office at the time the Trustee authenticates such
Debt Security or at any time thereafter, the Guarantee of such Debt Security
shall be valid nevertheless. The delivery of any Debt Security by the Trustee,
after the authentication thereof hereunder, shall constitute due delivery of the
Guarantee set forth in this Indenture on behalf of each of the Guarantors.

      The Trustee hereby accepts the trusts in this Indenture upon the terms and
conditions herein set forth.

      Section 14.03. Limitation on Guarantors' Liability. Each Guarantor and by
its acceptance hereof each Holder of a Debt Security entitled to the benefits of
a Guarantee hereby confirm that it is the intention of all such parties that the
guarantee by such Guarantor pursuant to its Guarantee not constitute a
fraudulent transfer or conveyance for purposes of any federal or state law. To
effectuate the foregoing intention, the Holders of a Debt Security entitled to
the benefits of a Guarantee and the Guarantors hereby irrevocably agree that the
obligations of each Guarantor under its Guarantee shall be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor and to any collections from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such

                                       56
<PAGE>
other Guarantor under its Guarantee, result in the obligations of such Guarantor
under its Guarantee not constituting a fraudulent conveyance or fraudulent
transfer under federal or state law.

      Section 14.04. Release of Guarantors from Guarantee.

      (a) Notwithstanding any other provisions of this Indenture, the Guarantee
of any Guarantor may be released upon the terms and subject to the conditions
set forth in Section 11.02(b) and in this Section 14.04. Provided that no
Default shall have occurred and shall be continuing under this Indenture, any
Guarantee incurred by a Guarantor pursuant to this Article XIV shall be
unconditionally released and discharged (i) in the case of a Subsidiary
Guarantor, (A) automatically upon (1) any sale, exchange or transfer, whether by
way of merger or otherwise, to any Person that is not an Affiliate of the
Company, of all of the Company's direct or indirect limited Company or other
equity interests in such Subsidiary Guarantor (provided such sale, exchange or
transfer is not prohibited by this Indenture) or (2) the merger of such
Subsidiary Guarantor into the Company or any other Guarantor or the liquidation
and dissolution of such Subsidiary Guarantor (in each case to the extent not
prohibited by this Indenture) or (B) following delivery of a written notice of
such release or discharge by the Company to the Trustee, upon the release or
discharge of all guarantees by such Subsidiary Guarantor of any Debt of the
Company other than obligations arising under this Indenture and any Debt
Securities issued hereunder, except a discharge or release by or as a result of
payment under such guarantees, and (ii) in the case of the Parent Guarantor,
automatically upon the merger of the Parent Guarantor into the Company or any
other Guarantor or the liquidation and dissolution of the Parent Guarantor (in
each case to the extent not prohibited by this Indenture).

      (b) The Trustee shall deliver an appropriate instrument evidencing any
release of a Guarantor from its Guarantee upon receipt of a Company Request
accompanied by an Officers' Certificate and an Opinion of Counsel to the effect
that the Guarantor is entitled to such release in accordance with the provisions
of this Indenture. Any Guarantor not so released shall remain liable for the
full amount of principal of and premium, if any, and interest on the Debt
Securities entitled to the benefits of such Guarantee as provided in this
Indenture, subject to the limitations of Section 14.03.

      (c) If at any time following any release and discharge of the Guarantee of
a Subsidiary Guarantor pursuant to the provisions of clause (B) of Section
14.04(a)(i) such Subsidiary Guarantor shall again guarantee any Debt of the
Company other than obligations arising under this Indenture and any Debt
Securities issued hereunder, thereupon the Company shall cause such Subsidiary
Guarantor to execute and deliver to the Trustee an Indenture supplemental
hereto, in form satisfactory to the Trustee, in order to effect its Guarantee
once again.

      Section 14.05. Subsidiary Guarantor Contribution. In order to provide for
just and equitable contribution among the Subsidiary Guarantors, the Subsidiary
Guarantors hereby agree, inter se, that in the event any payment or distribution
is made by any Subsidiary Guarantor (a "Funding Guarantor") under its Guarantee,
such Funding Guarantor shall be entitled to a contribution from each other
Subsidiary Guarantor (if any) in a pro rata amount based on the net assets of
each Subsidiary Guarantor (including the Funding Guarantor) for all payments,

                                       57
<PAGE>
damages and expenses incurred by that Funding Guarantor in discharging the
Company's obligations with respect to the Debt Securities or any other
Guarantor's obligations with respect to its Guarantee.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                       58
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                     NRP (OPERATING) LLC

                                     By:      __________________________________
                                     Name:
                                     Title:


                                     NATURAL RESOURCE PARTNERS L.P.

                                     By:      NRP (GP) LP,
                                              its General Partner

                                     By:      GP NATURAL RESOURCE PARTNERS LLC,
                                              its General Partner

                                     By:      __________________________________
                                     Name:
                                     Title:


                                     WPP LLC

                                     By:      __________________________________
                                     Name:
                                     Title:


                                     ACIN LLC

                                     By:      __________________________________
                                     Name:
                                     Title:


                                     WBRD LLC

                                     By:      NRP (OPERATING) LLC

                                     By:      __________________________________
                                     Name:
                                     Title:



                                       59
<PAGE>
                                     [________________________], as Trustee

                                     By:      __________________________________
                                     Name:
                                     Title:


                                       60
<PAGE>
                                                                         ANNEX A

                              NOTATION OF GUARANTEE

      Each of the Guarantors (which term includes any successor Person under the
Indenture), has fully, unconditionally and absolutely guaranteed, to the extent
set forth in the Indenture and subject to the provisions in the Indenture, the
due and punctual payment of the principal of, and premium, if any, and interest
on the Debt Securities and all other amounts due and payable under the Indenture
and the Debt Securities by the Company.

      The obligations of each of the Guarantors to the Holders of Debt
Securities and to the Trustee pursuant to its Guarantee and the Indenture are
expressly set forth in Article XIV of the Indenture and reference is hereby made
to the Indenture for the precise terms of the Guarantee.

                                     NATURAL RESOURCE PARTNERS L.P.

                                     By:      __________________________________
                                     Name:
                                     Title:


                                     WPP LLC

                                     By:      __________________________________
                                     Name:
                                     Title:


                                     ACIN LLC

                                     By:      __________________________________
                                     Name:
                                     Title:


                                     WBRD LLC

                                     By:      NRP (OPERATING) LLC

                                     By:      __________________________________
                                     Name:
                                     Title:


                                       A-1