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                                   EXHIBIT 4.2


                                 ANADIGICS, INC.
                                     Issuer


                                       AND


                              THE BANK OF NEW YORK
                                     Trustee


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

                                    INDENTURE

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



                             Dated as of [ ], 200[ ]


                          Subordinated Debt Securities




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                             CROSS-REFERENCE TABLE*

Section of Trust                                                Section of
  Indenture Act                                                  Indenture
  -------------                                                  ---------

310(a)......................................................    7.09
310(b)......................................................    7.08
                                                                7.10
310(c)......................................................    Inapplicable
311(a)......................................................    7.13
311(b)......................................................    7.13
311(c)......................................................    Inapplicable
312(a)......................................................    5.01
                                                                5.02(a)
312(b)......................................................    5.02(c)
312(c)......................................................    5.02(c)
313(a)......................................................    5.04(a)
313(b)......................................................    5.04(b)
313(c)......................................................    5.04(a)
                                                                5.04(b)
313(d)......................................................    5.04(c)
314(a)......................................................    5.03; 4.05
314(b)......................................................    Inapplicable
314(c)......................................................    13.07
314(d)......................................................    Inapplicable
314(e)......................................................    13.07
314(f)......................................................    Inapplicable
315(a)......................................................    7.01
315(b)......................................................    7.14
315(c)......................................................    7.01(a)
315(d)......................................................    7.01(b)
315(e)......................................................    6.07
316(a)......................................................    6.06
                                                                8.04
316(b)......................................................    6.04
316(c)......................................................    8.01
317(a)......................................................    6.02
317(b)......................................................    4.03
318(c)......................................................    13.09

*    This Cross-Reference Table does not constitute part of the Indenture and
     shall not have any bearing on the interpretation of any of its terms or
     provisions.



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                                TABLE OF CONTENTS


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                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01.  Definitions of Terms............................................1

                                   ARTICLE II

             ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND
                             EXCHANGE OF SECURITIES

SECTION 2.01. Designation and Terms of Securities.............................4
SECTION 2.02. Form of Securities and Trustee's Certificate....................6
SECTION 2.03. Denominations: Provisions for Payment...........................6
SECTION 2.04. Execution and Authentication....................................7
SECTION 2.05. Registration of Transfer and Exchange...........................8
SECTION 2.06. Temporary Securities............................................9
SECTION 2.07. Mutilated, Destroyed, Lost or Stolen Securities.................9
SECTION 2.08. Cancellation....................................................9
SECTION 2.09. Benefits of Indenture..........................................10
SECTION 2.10. Authenticating Agent...........................................10
SECTION 2.11. Global Securities..............................................10

                                   ARTICLE III

              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.01. Redemption.....................................................11
SECTION 3.02. Notice of Redemption...........................................11
SECTION 3.03. Payment Upon Redemption........................................12
SECTION 3.04. Sinking Fund...................................................12
SECTION 3.05. Satisfaction of Sinking Fund Payments with Securities..........13
SECTION 3.06. Redemption of Securities for Sinking Fund......................13

                                   ARTICLE IV

                                CERTAIN COVENANTS

SECTION 4.01. Payment of Principal, Premium and Interest.....................13
SECTION 4.02. Maintenance of Office or Agency................................13
SECTION 4.03. Paying Agents..................................................13
SECTION 4.04. Appointment to Fill Vacancy in Office of Trustee...............14
SECTION 4.05. Statement By Officers as to Default............................14

                                    ARTICLE V

        SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 5.01. Company to Furnish Trustee Names and Addresses of
                Securityholders..............................................15


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SECTION 5.02. Preservation of Information; Communications with
                Securityholders..............................................15
SECTION 5.03. Reports by the Company.........................................15
SECTION 5.04. Reports by the Trustee.........................................16

                                   ARTICLE VI

                 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON
                                EVENT OF DEFAULT

SECTION 6.01. Events of Default..............................................16
SECTION 6.02. Collection of Indebtedness and Suits for Enforcement by
                Trustee......................................................17
SECTION 6.03. Application of Moneys Collected................................18
SECTION 6.04. Limitation on Suits............................................19
SECTION 6.05. Rights and Remedies Cumulative; Delay or Omission Not Waiver...19
SECTION 6.06. Control by Securityholders.....................................19
SECTION 6.07. Undertaking to Pay Costs.......................................20

                                   ARTICLE VII

                             CONCERNING THE TRUSTEE

SECTION 7.01. Certain Duties and Responsibilities of Trustee.................20
SECTION 7.02. Certain Rights of Trustee......................................21
SECTION 7.03. Trustee Not Responsible for Recitals or Issuance or Securities.22
SECTION 7.04. May Hold Securities............................................22
SECTION 7.05. Moneys Held in Trust...........................................23
SECTION 7.06. Compensation and Reimbursement.................................23
SECTION 7.07. Reliance on Officers' Certificate..............................23
SECTION 7.08. Disqualification; Conflicting Interests........................23
SECTION 7.09. Corporate Trustee Required; Eligibility........................24
SECTION 7.10. Resignation and Removal; Appointment of Successor..............24
SECTION 7.11. Acceptance of Appointment by Successor.........................25
SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business....26
SECTION 7.13. Preferential Collection of Claims Against the Company..........26
SECTION 7.14. Notice of Defaults.............................................26

                                  ARTICLE VIII

                         CONCERNING THE SECURITYHOLDERS

SECTION 8.01. Evidence of Action by Securityholders..........................26
SECTION 8.02. Proof of Execution by Securityholders..........................27
SECTION 8.03. Who May Be Deemed Owners.......................................27
SECTION 8.04. Certain Securities Owned by Company Disregarded................27
SECTION 8.05. Actions Binding on Future Securityholders......................27


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                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Indentures Without the Consent of Securityholders.28
SECTION 9.02. Supplemental Indentures With Consent of Securityholders........28
SECTION 9.03. Effect of Supplemental Indentures..............................29
SECTION 9.04. Securities Affected by Supplemental Indentures.................29
SECTION 9.05. Execution of Supplemental Indentures...........................29
SECTION 9.06. Conformity with Trust Indenture Act............................29

                                    ARTICLE X

                              SUCCESSOR CORPORATION

SECTION 10.01.Company May Consolidate, Etc...................................30
SECTION 10.02.Successor Substituted..........................................30

                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

SECTION 11.01.Satisfaction and Discharge of Indenture........................30
SECTION 11.02.Deposited Moneys to Be Held in Trust...........................31
SECTION 11.03.Payment of Moneys Held by Paying Agents........................31
SECTION 11.04.Repayment to Company...........................................31
SECTION 11.05.Reinstatement..................................................31

                                   ARTICLE XII

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 12.01.No Recourse....................................................32

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

SECTION 13.01.Effect on Successors and Assigns...............................32
SECTION 13.02.Actions by Successor...........................................32
SECTION 13.03.Notices........................................................32
SECTION 13.04.Notice to Holders of Securities; Waiver........................33
SECTION 13.05.Governing Law..................................................33
SECTION 13.06.Effect of Headings and Table of Contents.......................33
SECTION 13.07.Compliance Certificates and Opinions...........................33
SECTION 13.08.Payments on Business Days......................................33
SECTION 13.09.Conflict with Trust Indenture Act..............................34
SECTION 13.10.Counterparts...................................................34
SECTION 13.11.Separability...................................................34


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                                   ARTICLE XIV

                           SUBORDINATION OF SECURITIES

SECTION 14.01.Subordination Terms............................................34

*   This Table of Contents does not constitute part of the Indenture and shall
    not have any bearing upon the interpretation of any of its terms or
    provisions.





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     INDENTURE, dated as of [ ], 200[ ], between ANADIGICS, Inc., a Delaware
corporation (the "Company"), and The Bank of New York, a New York banking
corporation, as trustee (the "Trustee"):

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance of
unsecured subordinated debt securities (hereinafter referred to as the
"Securities"), in an unlimited aggregate principal amount to be issued from time
to time in one or more series as in this Indenture provided, as registered
Securities without coupons, to be authenticated by the certificate of the
Trustee;

     WHEREAS, to provide the terms and conditions upon which the Securities are
to be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

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

     NOW, THEREFORE, in consideration of the premises and the purchase of the
Securities by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of Securities:

                                   ARTICLE I

                                   DEFINITIONS

     SECTION 1.01. Definitions of Terms.

     The terms defined in this Section (except as in this Indenture otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any Board Resolution or indenture supplemental hereto
shall have the respective meanings specified in this Section and shall include
the plural as well as the singular. All other terms used in this Indenture that
are defined in the Trust Indenture Act or that are by reference in the Trust
Indenture Act defined in the Securities Act (except as herein otherwise
expressly provided or unless the context otherwise requires), shall have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this instrument.

     "Affiliate" means, as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of such other Person, whether
through the ownership of voting securities or membership interests, by contract,
or otherwise. Without limiting the foregoing, any Person which is an officer,
director or 10% or greater shareholder of the Company, or a member of the
immediate family of any such officer, director or 10% or greater shareholder,
shall be deemed to be an Affiliate of the Company.

     "Authenticating Agent" means an authenticating agent with respect to all or
any of the series of Securities appointed with respect to all or any series of
the Securities by the Trustee pursuant to Section 2.10.

     "Bankruptcy Law" means Title 11, U.S. Code, or any similar Federal or State
law for the relief of debtors.

     "Board of Directors" means the Board of Directors of the Company or any
duly authorized committee of such Board.

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

     "Business Day" means, unless otherwise specified in a Board Resolution or
supplemental indenture with respect to any series of Securities, any day other
than a day on which Federal or State banking institutions in the State of New
York, are authorized or obligated by law, executive order or regulation to
close.


<PAGE>


     "Certificate" means a certificate signed by the principal executive
officer, the principal financial officer, the Treasurer or the principal
accounting officer of the Company. The Certificate need not comply with the
provisions of Section 13.07.

     "Commission" means the United States Securities and Exchange Commission.

     "Company" means ANADIGICS, Inc., a corporation duly organized and existing
under the laws of the State of Delaware, and, subject to the provisions of
Article X, shall also include its successors and assigns.

     "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at 101 Barclay Street, Floor 8W, New
York, NY 10286, Attn: Corporate Trust Administration.

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

     "Default" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

     "Defaulted Interest" has the meaning set forth in Section 2.03.

     "Depositary" means, with respect to Securities of any series, for which the
Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing
agency, or any successor registered as a clearing agency under the Exchange Act
or other applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to either Section 2.01 or 2.11.

     "Event of Default" means, with respect to Securities of a particular series
any event specified in Section 6.01, continued for the period of time, if any,
therein designated.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Global Security" means, with respect to any series of Securities, one or
more Securities executed by the Company and delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction, all in accordance with
the Indenture, which shall be registered in the name of the Depositary or its
nominee.

     "Governmental Obligations" means securities that are (i) direct obligations
of the United States of America for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depositary receipt; provided, however, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

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

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more Board Resolutions or
indentures supplemental hereto entered into in accordance with the terms hereof.



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     "Interest Payment Date", when used with respect to any installment of
interest on a Security of a particular series, means the date specified in such
Security or in a Board Resolution or in an indenture supplemental hereto with
respect to such series as the fixed date on which an installment of interest
with respect to Securities of that series is due and payable.

     "Officers' Certificate" means a certificate signed by the Chief Executive
Officer or the President and by the Chief Financial Officer or any Vice
President or the Treasurer or an Assistant Treasurer or the Controller or an
Assistant Controller or the Secretary or an Assistant Secretary of the Company
that is delivered to the Trustee in accordance with the terms hereof. Each such
certificate shall include the statements provided for in Section 13.07, if and
to the extent required by the provisions thereof.

     "Opinion of Counsel" means an opinion in writing of legal counsel, who may
be an employee of or counsel for the Company, that is delivered to the Trustee
in accordance with the terms hereof. Each such opinion shall include the
statements provided for in Section 13.07, if and to the extent required by the
provisions thereof.

     "Outstanding", when used with reference to Securities of any series, means,
subject to the provisions of Section 8.04, as of any particular time, all
Securities of that series theretofore authenticated and delivered by the Trustee
under this Indenture, except (a) Securities theretofore canceled by the Trustee
or any paying agent, or delivered to the Trustee or any paying agent for
cancellation or that have previously been canceled; (b) Securities or portions
thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own paying agent); provided, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article III provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07.

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

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

     "Responsible Officer" when used with respect to the Trustee means any Vice
President, any assistant treasurer, any trust officer, any corporate trust
officer or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

     "Securities" means the subordinated debt securities authenticated and
delivered under this Indenture.

     "Securities Act" means the Securities Act of 1933, as amended, as in effect
at the date of execution of this instrument.

     "Security Register" has the meaning set forth in Section 2.05(b).

     "Securityholder," "holder of Securities," "registered holder," or other
similar term, means the Person or Persons in whose name or names a particular
Security shall be registered on the books of the Company kept for that purpose
in accordance with the terms of this Indenture.

     "Subsidiary" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its



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<PAGE>

Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any
general partnership, limited partnership, limited liability company, joint
venture or similar entity, at least a majority of whose outstanding partnership
or similar interests shall at the time be owned by such Person, or by one or
more of its Subsidiaries, or by such Person and one or more of its Subsidiaries
and (iii) any limited partnership of which such Person or any of its
Subsidiaries is a general partner.

     "Trustee" with respect to a particular series of the Securities shall mean
the trustee with respect to that series, and, subject to the provisions of
Article VII, shall also include its successors and assigns, and, if at any time
there is more than one Person acting in such capacity hereunder, "Trustee" shall
mean each such Person.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
subject to the provisions of Sections 9.01, 9.02, and 10.01, as in effect at the
date of execution of this instrument.

     "Voting Stock", as applied to the stock, units or similar interests of any
Person, means shares, units, interests, participations or other equivalents in
the equity interest (however designated) in such Person having ordinary voting
power for the election of a majority of the directors (or the equivalent) of
such Person, other than shares, units, interests, participations or other
equivalents having such power only by reason of the occurrence of a contingency.

                                   ARTICLE II

             ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND
                             EXCHANGE OF SECURITIES

     SECTION 2.01. Designation and Terms of Securities.

     (a) The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more series up to the aggregate principal amount of Securities of that
series from time to time authorized by or pursuant to a Board Resolution of the
Company or pursuant to one or more indentures supplemental hereto. Prior to the
initial issuance of Securities of any series, there shall be established in or
pursuant to a Board Resolution of the Company, and set forth in an Officers'
Certificate of the Company, or established in one or more indentures
supplemental hereto:

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

          (2) any limit upon the aggregate principal amount of the Securities of
     that series that may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of that
     series);

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

          (4) the rate or rates at which the Securities of the series shall bear
     interest or the manner of calculation of such rate or rates, if any;

          (5) the place or places where payments with respect to the Securities
     of the series shall be payable;

          (6) the date or dates from which such interest shall accrue, the
     Interest Payment Dates on which such interest will be payable or the manner
     of determination of such Interest Payment Dates and the record date for the
     determination of holders to whom interest is payable on any such Interest
     Payment Dates;

          (7) the right, if any, to extend the interest payment periods and the
     duration of such extension;



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

          (9) the obligation, if any, of the Company to redeem or purchase
     Securities of the series pursuant to any sinking fund or analogous
     provisions (including payments made in cash in participation of future
     sinking fund obligations) or at the option of a holder thereof and the
     period or periods within which, the price or prices at which, and the terms
     and conditions upon which, Securities of the series shall be redeemed or
     purchased, in whole or in part, pursuant to such obligation;

          (10) the form of the Securities of the series including the form of
     the certificate of authentication for such series;

          (11) if other than denominations of one thousand U.S. dollars ($1,000)
     or any integral multiple thereof, the denominations in which the Securities
     of the series shall be issuable;

          (12) the currency or currency units in which payment of the principal
     of and any premium and interest on the Securities of the series shall be
     payable;

          (13) the terms pursuant to which the Securities of the series are
     subject to defeasance;

          (14) whether any of the Securities of the series will be issuable in
     whole or in part in temporary or permanent global form or in the form of
     book-entry securities and, in such case, the identity of the Depositary for
     such series;

          (15) whether the Securities of the series will be convertible into
     shares of common stock or other securities of the Company and, if so, the
     terms and conditions upon which such Securities will be so convertible,
     including the conversion price, the conversion period and any provisions
     pursuant to which the number of shares of common stock or other securities
     of the Company to be received by the holders of such series of Securities
     would be subject to adjustment;

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

          (17) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the maturity thereof pursuant to Section
     6.01;

          (18) any additional or different Events of Default or restrictive
     covenants provided for with respect to the Securities of the series;

          (19) any provisions granting special rights to holders when a
     specified event occurs;

          (20) any special tax implications of the Securities of the series, if
     offered;

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

          (22) any and all other terms with respect to such series (which terms
     may be inconsistent with the terms of this Indenture, but, in any case,
     shall not violate the Trust Indenture Act), including any terms which may
     be required by or advisable under United States laws or regulations or
     advisable in connection with the marketing of Securities of that series.



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     (b) All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to any applicable Board Resolution or in any indenture supplemental hereto.

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

     (d) Securities of any particular series may be issued at various times,
with different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates on which such interest
may be payable and with different redemption dates. Unless otherwise provided, a
series may be reopened for issuances of additional Securities of such series.

     SECTION 2.02. Form of Securities and Trustee's Certificate.

     The Securities of any series and the Trustee's certificate of
authentication to be borne by such Securities shall be substantially of the
tenor and purpose as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution of the Company and as set forth in an
Officers' Certificate of the Company, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which Securities
of that series may be listed, or to conform to usage.

     SECTION 2.03. Denominations: Provisions for Payment.

     The Securities shall be issuable as registered Securities and in the
denominations of one thousand U.S. dollars ($1,000) or any integral multiple
thereof, subject to Section 2.01(a)(11). The Securities of a particular series
shall bear interest payable on the dates and at the rate specified with respect
to that series. Unless otherwise provided pursuant to Section 2.01, the
principal of and the interest on the Securities of any series, as well as any
premium thereon in case of redemption thereof prior to maturity, shall be
payable in the coin or currency of the United States of America that at the time
is legal tender for public and private debt, at the office or agency of the
Company maintained for that purpose with respect to such series. Each Security
shall be dated the date of its authentication. Unless otherwise provided
pursuant to Section 2.01, interest on the Securities shall be computed on the
basis of a 360-day year composed of twelve 30-day months.

     The interest installment on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date for Securities of that
series shall be paid to the Person in whose name said Security (or one or more
Predecessor Securities) is registered at the close of business on the regular
record date for such interest installment. In the event that any Security of a
particular series or portion thereof is called for redemption and the redemption
date is subsequent to a regular record date with respect to any Interest Payment
Date and prior to such Interest Payment Date, interest on such Security will be
paid upon presentation and surrender of such Security as provided in Section
3.03.

     Any interest on any Security that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date for Securities of the same
series (herein called "Defaulted Interest") shall forthwith cease to be payable
to the registered holder on the relevant regular record date by virtue of having
been such holder; and such Defaulted Interest shall be paid by the Company, at
its election, as provided in clause (1) or clause (2) below:

     (1) The Company may make payment of any Defaulted Interest on Securities to
the Persons in whose names such Securities (or their respective Predecessor
Securities) are registered at the close of business on a special record date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner: the Company shall notify the Trustee in writing of the amount of
Defaulted Interest pro-



                                      -6-
<PAGE>

posed to be paid on each such Security 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 not be more than 15 nor
less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such special record date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the special record date therefor to be
mailed, first class postage prepaid, to each Securityholder at his or her
address as it appears in the Security Register (as hereinafter defined), 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 mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
in whose names such Securities (or their respective Predecessor Securities) are
registered on such special record date and shall be no longer payable pursuant
to the following clause (2).

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

     Unless otherwise set forth in a Board Resolution or one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant
to Section 2.01 hereof, the term "regular record date" as used in this Section
with respect to a series of Securities with respect to any Interest Payment Date
for such series shall mean either the fifteenth day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 hereof shall occur, if such Interest Payment
Date is the first day of a month, or the first day of the month in which an
Interest Payment Date established for such series pursuant to Section 2.01
hereof shall occur, if such Interest Payment Date is the fifteenth day of a
month, whether or not such date is a Business Day.

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

     SECTION 2.04. Execution and Authentication.

     The Securities shall be signed on behalf of the Company by its Chief
Executive Officer or President, together with its Chief Financial Officer or any
Vice President, or its Treasurer, or one of its Assistant Treasurers, or its
Secretary, or one of its Assistant Secretaries. Signatures may be in the form of
a manual or facsimile signature. Securities bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such Securities.
The Securities may contain such notations, legends or endorsements required by
law, stock exchange rule or usage. Each Security shall be dated the date of its
authentication by the Trustee.

     A Security shall not be valid until authenticated manually by an authorized
signatory of the Trustee, or by an Authenticating Agent. Such signature shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Securities, signed by its
Chief Executive Officer or President, together with its Chief Financial Officer
or any Vice President, or its Treasurer, or one of its Assistant



                                      -7-
<PAGE>

Treasurers, or its Secretary, or one of its Assistant Secretaries, and the
Trustee in accordance with such written order shall authenticate and deliver
such Securities.

     In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture.

     The Trustee shall not be required to authenticate such Securities if the
issue of such Securities pursuant to this Indenture will affect the Trustee's
own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner that is not reasonably acceptable to the Trustee.

     SECTION 2.05. Registration of Transfer and Exchange.

     (a) Securities of any series may be exchanged upon presentation thereof at
the office or agency of the Company designated for such purpose in the Board
Resolution or supplemental indenture with respect to such series, for other
Securities of such series of authorized denominations, and for a like aggregate
principal amount, upon payment of a sum sufficient to cover any tax or other
governmental charge in relation thereto, all as provided in this Section. In
respect of any Securities so surrendered for exchange, the Company shall
execute, the Trustee shall authenticate and such office or agency shall deliver
in exchange therefor the Security or Securities of the same series that the
Securityholder making the exchange shall be entitled to receive, bearing numbers
not contemporaneously outstanding.

     (b) The Company shall keep, or cause to be kept, at its office or agency
designated for such purpose a register or registers (herein referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall register the Securities and the transfers of
Securities as in this Article provided and which at all reasonable times shall
be open for inspection by the Trustee. Unless otherwise specified in a
supplemental indenture, the Trustee is hereby appointed as "Security Registrar"
for the purpose of registering Securities and transfer of Securities of each
series.

     Upon surrender for transfer of any Security at the office or agency of the
Company designated for such purpose, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Security or Securities of the same series as the
Security presented for a like aggregate principal amount.

     All Securities presented or surrendered for exchange or registration of
transfer, as provided in this Section, shall be accompanied (if so required by
the Company or the Security Registrar) by a written instrument or instruments of
transfer, in form satisfactory to the Company or the Security Registrar, duly
executed by the registered holder or by such holder's duly authorized attorney
in writing.

     (c) No service charge shall be made for any exchange or registration of
transfer of Securities, or issue of new Securities in case of partial redemption
of any series, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge in relation thereto, other than exchanges
pursuant to Section 2.06, the second paragraph of Section 3.03 and Section 9.04
not involving any transfer.

     (d) The Company shall not be required (i) to issue, exchange or register
the transfer of any Securities during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of less
than all the Outstanding Securities of the same series and ending at the close
of business on the day of such mailing, nor (ii) to register the transfer of or
exchange any Securities of any series or portions thereof called for redemption
except the unredeemed portion of any Securities of any series being redeemed in
part. The provisions of this Section 2.05 are, with respect to any Global
Security, subject to Section 2.11 hereof.



                                      -8-
<PAGE>

     SECTION 2.06. Temporary Securities.

     Pending the preparation of definitive Securities of any series, the Company
may execute, and the Trustee shall authenticate and deliver, temporary
Securities (printed, lithographed or typewritten) of any authorized
denomination. Such temporary Securities shall be substantially in the form of
the definitive Securities in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every temporary Security of
any series 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 Securities of such series. Without unnecessary delay,
the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered
in exchange therefor (without charge to the holders), at the office or agency of
the Company designated for such purpose, and the Trustee shall authenticate, and
such office or agency shall deliver in exchange for such temporary Securities,
an equal aggregate principal amount of definitive Securities of such series,
unless the Company advises the Trustee to the effect that definitive Securities
need not be executed and furnished until further notice from the Company. Until
so exchanged, the temporary Securities of such series shall be entitled to the
same benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder.

     SECTION 2.07. Mutilated, Destroyed, Lost or Stolen Securities.

     In case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon the Company's request the Trustee (subject as aforesaid)
shall authenticate and deliver, a new Security of the same series, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen. In every case, the applicant for a substituted
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
the applicant's Security and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon the written
request or authorization of any officer of the Company. Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. In case any Security that has matured or is about to mature
shall become mutilated or be destroyed, lost or stolen, the Company may, instead
of issuing a substitute Security, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Security) if the
applicant for such payment shall furnish to the Company and the Trustee such
security or indemnity as they may require to save them harmless, 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 Security and of the ownership
thereof.

     Every replacement Security issued pursuant to the provisions of this
Section shall constitute an additional contractual obligation of the Company
whether or not the mutilated, destroyed, lost or stolen Security shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of the same series duly issued hereunder. All 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 Securities, and shall preclude (to the extent lawful) 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 2.08. Cancellation.

     All Securities surrendered for the purpose of payment, redemption, exchange
or registration of transfer shall, if surrendered to the Company or any paying
agent, be delivered to the Trustee for cancellation, or if surrendered to the
Trustee, shall be cancelled by it, and no Securities shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of
this Indenture. On request of the Company at the time of such surrender, the
Trustee shall deliver to the Company canceled Securities in accordance with its
standard procedures. If the Company shall otherwise acquire any of the
Securities, however, such acquisition shall not operate as a redemp-



                                      -9-
<PAGE>

tion or satisfaction of the indebtedness represented by such Securities unless
and until the same are delivered to the Trustee for cancellation.

     SECTION 2.09. Benefits of Indenture.

     Nothing in this Indenture or in the Securities or in any supplemental
indenture, express or implied, shall give or be construed to give to any Person,
other than the parties hereto and the holders of the Securities (and, with
respect to the provisions of Article XIV, the holders of senior indebtedness)
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
such covenants, conditions and provisions being for the sole benefit of the
parties hereto and of the holders of the Securities (and, with respect to the
provisions of Article XIV, the holders of senior indebtedness).

     SECTION 2.10. Authenticating Agent.

     So long as any of the Securities of any series remain Outstanding, there
may be an Authenticating Agent for any or all such series of Securities which
the Trustee, with the consent of the Company, shall have the right to appoint.
Said Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, transfer or partial
redemption thereof, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. All references in this Indenture to
the authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series. Each Authenticating
Agent shall be a corporation that has a combined capital and surplus, as most
recently reported or determined by it, sufficient under the laws of any
jurisdiction under which it is organized or in which it is doing business to
conduct a trust business, and that is otherwise authorized under such laws to
conduct such business and is subject to supervision or examination by Federal or
State authorities. If at any time any Authenticating Agent shall cease to be
eligible in accordance with these provisions, it shall resign immediately.

     Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time (and
upon request by the Company shall) terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent and
to the Company. Upon resignation, termination or cessation of eligibility of any
Authenticating Agent, the Trustee may appoint an eligible successor
Authenticating Agent acceptable to the Company. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with
all the rights, powers and duties of its predecessor hereunder as if originally
named as an Authenticating Agent pursuant hereto.

     SECTION 2.11. Global Securities.

     (a) If the Company shall establish pursuant to Section 2.01 that the
Securities of a particular series are issuable as one or more Global Securities,
then the Company shall execute and the Trustee shall, in accordance with Section
2.04, authenticate and deliver, one or more Global Securities that (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, such of the Outstanding Securities of such series as shall
be specified therein and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be increased or reduced to reflect
exchanges, (ii) shall be registered in the name of the Depositary or its
nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant
to the Depositary's instruction and (iv) shall bear a legend substantially to
the following effect: "Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
another nominee of the Depositary or to a successor Depositary or to a nominee
of such successor Depositary." Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the written request signed in the name of the Company, by the Chief
Executive Officer or the President, and by the Chief Financial Officer or any
Vice President or the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer thereof to be delivered to the Trustee pursuant to Section
2.04 or Section 2.06.

     (b) Notwithstanding the provisions of Section 2.05, the Global Securities
of a series may be transferred, in whole but not in part and in the manner
provided in Section 2.05, only to another nominee of the Deposi-



                                      -10-
<PAGE>

tary for such series, or to a successor Depositary for such series selected or
approved by the Company or to a nominee of such successor Depositary.

     (c) If at any time the Depositary for a series of the Securities notifies
the Company that it is unwilling or unable to continue as Depositary for such
series, or if at any time the Depositary for such series shall no longer be
registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, this Section 2.11 shall
no longer be applicable to the Securities of such series and the Company will
execute, and subject to Section 2.05, the Trustee will authenticate and deliver
the Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Securities of such series in exchange for such
Global Securities. In addition, the Company may at any time determine that the
Securities of any series shall no longer be represented by Global Securities and
that the provisions of this Section 2.11 shall no longer apply to the Securities
of such series. In such event the Company will execute and subject to Section
2.05, the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, will authenticate and deliver the Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Securities of such series in exchange for such Global
Securities. Upon the exchange of the Global Securities for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Securities shall be canceled by the Trustee. Such Securities in
definitive registered form issued in exchange for the Global Securities pursuant
to this Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Depositary for delivery to the Persons in
whose names such Securities are so registered.

                                   ARTICLE III

              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

     SECTION 3.01. Redemption.

     The Company may redeem the Securities of any series issued hereunder on and
after the dates and in accordance with the terms established for such series
pursuant to Section 2.01 hereof.

     SECTION 3.02. Notice of Redemption.

     (a) In case the Company shall desire to exercise such right to redeem all
or, as the case may be, a portion of the Securities of any series in accordance
with the right reserved so to do, the Company shall, or shall cause the Trustee
to, give notice of such redemption to holders of the Securities of such series
to be redeemed by mailing, first class postage prepaid, a notice of such
redemption not less than 30 days and not more than 60 days before the date fixed
for redemption of that series to such holders at their last addresses as they
shall appear upon the Security Register unless a shorter period is specified in
the Securities to be redeemed. Any notice that is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the registered holder receives the notice. In any case, failure duly to give
such notice to the holder of any Security of any series designated for
redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Securities of
such series or any other series.

     Each such notice of redemption shall specify the date fixed for redemption
and the redemption price (or the manner of calculation thereof) at which
Securities of that series are to be redeemed, and shall state that payment of
the redemption price of such Securities to be redeemed will be made at the
office or agency of the Company specified for such purpose, upon presentation
and surrender of such Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice, that from and after said
date interest will cease to accrue and that the redemption is for a sinking
fund, if such is the case. If less than all the Securities of a series are to be
redeemed, the notice to the holders of Securities of that series to be redeemed
in whole or in part shall specify the particular Securities to be so redeemed.
In case any Security is to be redeemed in part only, the notice that relates to
such Security shall state the portion of the principal amount thereof to be
redeemed, and shall state that on and after the re-



                                      -11-
<PAGE>

demption date, upon surrender of such Security, a new Security or Securities of
such series in principal amount equal to the unredeemed portion thereof will be
issued.

     (b) If less than all the Securities of a series are to be redeemed, the
Company shall give the Trustee at least 45 days' (or such lesser time as may be
acceptable to the Trustee) notice in advance of the date fixed for redemption as
to the aggregate principal amount of Securities of the series to be redeemed,
and thereupon the Trustee shall select, by lot or in such other manner as it
shall deem appropriate and fair in its discretion and that may provide for the
selection of a portion or portions (equal to one thousand U.S. dollars ($1,000)
or any integral multiple thereof) of the principal amount of such Securities of
a denomination larger than $1,000, the Securities to be redeemed and shall
thereafter promptly notify the Company in writing of the numbers of the
Securities to be redeemed.

     The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by its Chief Executive Officer, President,
Chief Financial Officer or any Vice President, instruct the Trustee or any
paying agent to call all or any part of the Securities of a particular series
for redemption and to give notice of redemption in the manner set forth in this
Section, such notice to be in the name of the Company or its own name as the
Trustee or such paying agent may deem advisable. In any case in which notice of
redemption is to be given by the Trustee or any such paying agent, the Company
shall deliver or cause to be delivered to, or permit to remain with, the Trustee
or such paying agent, as the case may be, such Security Register, transfer books
or other records, or suitable copies or extracts there from, sufficient to
enable the Trustee or such paying agent to give any notice by mail that may be
required under the provisions of this Section.

     SECTION 3.03. Payment Upon Redemption.

     (a) If the giving of notice of redemption shall have been completed as
above provided, the Securities or portions of Securities of the series to be
redeemed specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption and interest on such
Securities or portions of Securities shall cease to accrue on and after the date
fixed for redemption, unless the Company shall default in the payment of such
redemption price and accrued interest with respect to any such Security or
portion thereof. On presentation and surrender of such Securities on or after
the date fixed for redemption at the place of payment specified in the notice,
said Securities shall be paid and redeemed at the applicable redemption price
for such series, together with interest accrued thereon to the date fixed for
redemption (but if the date fixed for redemption is an interest payment date,
the interest installment payable on such date shall be payable to the registered
holder at the close of business on the applicable record date pursuant to
Section 2.03).

     (b) Upon presentation of any Security of such series that is to be redeemed
in part only, the Company shall execute and the Trustee shall authenticate and
the office or agency where the Security is presented shall deliver to the holder
thereof, at the expense of the Company, a new Security of the same series of
authorized denominations in principal amount equal to the unredeemed portion of
the Security so presented.

     SECTION 3.04. Sinking Fund.

     The provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any
sinking fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.01 for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.



                                      -12-
<PAGE>

     SECTION 3.05. Satisfaction of Sinking Fund Payments with Securities.

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

     SECTION 3.06. Redemption of Securities for Sinking Fund.

     Not less than 45 days (or such lesser time as may be acceptable to the
Trustee) prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of the series, the portion thereof, if any, that is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 3.05 and
the basis for such credit and will, together with such Officers' Certificate,
deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.02 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.02. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section
3.03.

                                   ARTICLE IV

                                CERTAIN COVENANTS

     SECTION 4.01. Payment of Principal, Premium and Interest.

     The Company will duly and punctually pay or cause to be paid the principal
of and any premium, if any, and interest on the Securities of that series at the
time and place and in the manner provided herein and established with respect to
such Securities.

     SECTION 4.02. Maintenance of Office or Agency.

     So long as any series of the Securities remains Outstanding, the Company
will maintain for such series an office or agency at one or more locations where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will
give prompt notice to the Trustee and to the holders of Securities as provided
in Sections 13.03 and 13.04, respectively, of the location and any change in the
location, of any such office or agency. If at any time the Company shall fail to
maintain any such required office or agency in respect of any series of
Securities or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders of Securities of that series may be made and
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

     SECTION 4.03. Paying Agents.

     (a) If the Company shall appoint one or more paying agents for all or any
series of the Securities, other than the Trustee, the Company will cause each
such paying agent to execute and deliver to the Trustee an instrument in which
such agent shall agree with the Trustee, subject to the provisions of this
Section:



                                      -13-
<PAGE>

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

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

          (3) that it will, at any time during the continuance of any failure
     referred to in the preceding paragraph (a)(2) above, upon the written
     request of the Trustee, forthwith pay to the Trustee all sums so held in
     trust by such paying agent; and

          (4) that it will perform all other duties of paying agent as set forth
     in this Indenture.

     (b) If the Company shall act as its own paying agent with respect to any
series of the Securities, it will on or before each due date of the principal of
and any premium or interest on Securities of that series, set aside, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay such principal and any premium or interest so becoming due on
Securities of that series until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of
such action, or any failure (by it or any other obligor on such Securities) to
take such action. Whenever the Company shall have one or more paying agents for
any series of Securities, it will, prior to each due date of the principal of
and any premium or interest on any Securities of that series, deposit with the
paying agent a sum sufficient to pay the principal and any premium or interest
so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such paying agent
is the Trustee) the Company will promptly notify the Trustee of this action or
failure so to act.

     (c) Notwithstanding anything in this Section to the contrary, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.04, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or direct any paying agent to pay, to the Trustee all sums
held in trust by the Company or such paying agent, such sums to be held by the
Trustee upon the same terms and conditions as those upon which such sums were
held by the Company or such paying agent; and, upon such payment by any paying
agent to the Trustee, such paying agent shall be released from all further
liability with respect to such money.

     SECTION 4.04. Appointment to Fill Vacancy in Office of Trustee.

     The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

     SECTION 4.05. Statement By Officers as to Default.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate signed by its Chief Executive Officer, President, Chief Financial
Officer, any Vice President, Treasurer or Controller stating whether or not to
the knowledge of such officer the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture, and
if the Company shall be in default, specifying all such defaults and the nature
and status thereof of which they may have knowledge.



                                      -14-
<PAGE>

                                   ARTICLE V

        SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

     SECTION 5.01. Company to Furnish Trustee Names and Addresses of
Securityholders.

     The Company will furnish or cause to be furnished to the Trustee (a) on
each record date, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the holders of each series of Securities as of such
regular record date, provided that the Company shall not be obligated to furnish
or cause to furnish such list at any time that the list shall not differ in any
respect from the most recent list furnished to the Trustee by the Company 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
content as of a date not more than 15 days prior to the time such list is
furnished; provided, however, that, in either case, no such list need be
furnished for any series for which the Trustee shall be the Security Registrar.

     SECTION 5.02. Preservation of Information; Communications with
Securityholders.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Securities contained in the most recent list furnished to it as provided in
Section 5.01 and as to the names and addresses of holders of Securities received
by the Trustee in its capacity as Security Registrar (if acting in such
capacity).

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

     (c) Securityholders may communicate as provided in Section 312(b) of the
Trust Indenture Act with other Securityholders with respect to their rights
under this Indenture or under the Securities. The Company, the Trustee, the
Security Registrar and anyone else shall have the protection of Section 312(c)
of the Trust Indenture Act.

     SECTION 5.03. Reports by the Company.

     (a) Notwithstanding that the Company may not at any time be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
shall file with the Commission (to the extent the Commission will accept such
filing) and provide the Trustee and Securityholders with such annual reports and
such information, documents and other reports are specified in Sections 13 and
15(d) of the Exchange Act and applicable to a U.S. Person subject to such
Sections (but without exhibits in the case of Securityholders), such
information, documents and other reports to be so filed and provided at the
times specified for the filing of such information, documents and reports under
such Sections. Delivery of such reports, information and documents to the
Trustee pursuant to this Section 5.03 is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

     (b) In addition, the Company shall furnish to the Securityholders and to
prospective investors, upon the request of such Securityholders, any information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so
long as any Securities are not freely transferable under the Securities Act.

     (c) The Company also shall comply with the other provisions of TIA Section
314(a).



                                      -15-
<PAGE>

     SECTION 5.04. Reports by the Trustee.

     (a) On or before July 15 in each year in which any of the Securities are
Outstanding, the Trustee shall transmit by mail, first class postage prepaid, to
the Securityholders, as their names and addresses appear upon the Security
Register, a brief report dated as of the preceding May 15, if and to the extent
required under Section 313(a) of the Trust Indenture Act.

     (b) The Trustee shall comply with Sections 313(b) and 313(c) of the Trust
Indenture Act.

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

                                   ARTICLE VI

                 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON
                                EVENT OF DEFAULT

     SECTION 6.01. Events of Default.

     (a) Whenever used herein with respect to Securities of a particular series,
"Event of Default" means any one or more of the following events that has
occurred and is continuing:

          (1) the Company defaults in the payment of any installment of interest
     upon any of the 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; provided, however, that a valid extension of an interest payment
     period by the Company in accordance with the terms of any Board Resolution
     or indenture supplemental hereto, shall not constitute a default in the
     payment of interest for this purpose;

          (2) the Company defaults in the payment of the principal of (or
     premium, if any, on) any of the Securities of that series as and when the
     same shall become due and payable whether at maturity, upon redemption, by
     declaration or otherwise, or in any payment required by any sinking or
     analogous fund established with respect to that series;

          (3) the Company fails to observe or perform any other of its covenants
     or agreements with respect to that series contained in this Indenture or
     otherwise established with respect to that series of Securities pursuant to
     Section 2.01 hereof (other than a covenant or agreement that has been
     expressly included in this Indenture solely for the benefit of one or more
     series of Securities other than such series) for a period of 60 days after
     the date on which written notice of such failure, requiring the same to be
     remedied and stating that such notice is a "Notice of Default" hereunder,
     shall have been given to the Company by the Trustee, by registered or
     certified mail, or to the Company and the Trustee by the holders of at
     least 25% in principal amount of the Securities of that series at the time
     Outstanding;

          (4) if the Securities of the series are convertible into shares of
     common stock, failure by the Company to deliver common stock when the
     holder or holders of such Securities elect to convert such Securities into
     shares of common stock;

          (5) the Company 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;

          (6) a court of competent jurisdiction enters an order under any
     Bankruptcy Law that (i) is for relief against the Company in an involuntary
     case, (ii) appoints a Custodian of the Company for all or sub-



                                      -16-
<PAGE>

     stantially all of its respective property, or (iii) orders the liquidation
     of the Company, and the order or decree remains unstayed and in effect for
     60 days; or

          (7) any other Event of Default provided with respect to Securities of
     that series in any Board Resolution or indenture supplemental hereto.

     (b) In each and every such case, unless the principal of all the 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 Securities
of that series then Outstanding hereunder, by notice in writing to the Company
(and to the Trustee if given by such Securityholders), may declare the principal
(or, if the Securities of such series are issued at a discount, such portion of
the principal amount as may be specified in the terms of such series) of all the
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,
notwithstanding anything contained in this Indenture or in the Securities of
that series or established with respect to that series pursuant to Section 2.01
to the contrary.

     (c) At any time after the principal of the Securities of that series shall
have been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the holders of a majority in aggregate principal amount of the
Securities of that series then Outstanding hereunder, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if: (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any, on) any and all
Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that series (or at the respective rates of interest of all the Securities) to
the date of such payment or deposit) and the amount payable to the Trustee under
Section 7.06, and (ii) any and all Events of Default under the Indenture with
respect to such series, other than the non-payment of principal on Securities of
that series that shall not have become due by their terms, shall have been
remedied or waived as provided in Section 6.06.

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

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

     SECTION 6.02. Collection of Indebtedness and Suits for Enforcement by
Trustee.

     (a) The Company covenants that (1) in case it shall default in the payment
of any installment of interest on any of the Securities of a series, or any
payment required by any sinking or analogous fund established with respect to
that series as and when the same shall have become due and payable, and such
default shall have continued for a period of 30 days, or (2) in case it shall
default in the payment of the principal of (or premium, if any, on) any of the
Securities of a series when the same shall have become due and payable, whether
upon maturity of the Securities of a series or upon redemption or upon
declaration or otherwise, then, upon demand of the Trustee, the Company will pay
to the Trustee, for the benefit of the holders of the Securities of that series,
the whole amount that then shall have become due and payable on all such
Securities for principal (and premium, if any) or interest, or both, as the case
may be, with interest upon the overdue principal (and premium, if any) and (to
the extent that payment of such interest is enforceable under applicable law)
upon overdue installments of interest at the rate per annum expressed in the
Securities of that series.

     (b) If the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to



                                      -17-
<PAGE>

judgment or final decree, and may enforce any such judgment or final decree
against the Company or other obligor upon the Securities of that series and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or other obligor upon the Securities of
that series, wherever situated.

     (c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, or its creditors or property, the Trustee shall have
power to intervene in such proceedings and take any action therein that may be
permitted by the court and shall (except as may be otherwise provided by law) be
entitled to file such proofs of claim and other papers and documents as may be
necessary or advisable in order to have the claims of the Trustee and of the
holders of Securities of such series allowed for the entire amount due and
payable by the Company under the Indenture at the date of institution of such
proceedings and for any additional amount that may become due and payable by the
Company after such date, and to collect and receive any moneys or other property
payable or deliverable on any such claim, and to distribute the same after the
deduction of the amount payable to the Trustee under Section 7.06; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of Securities of such series to make such
payments to the Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to such Securityholders, to pay to the Trustee
any amount due it under Section 7.06.

     (d) All rights of action and of asserting claims under this Indenture, or
under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall,
after provision for payment to the Trustee of any amounts due under Section
7.06, be for the ratable benefit of the holders of the Securities of such
series.

     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 the 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.

     Nothing contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of that series or the rights of any holder thereof or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such
proceeding.

     SECTION 6.03. Application of Moneys Collected.

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

          FIRST: To the payment of costs and expenses of collection and of all
     amounts payable to the Trustee under Section 7.06;

          SECOND: To the payment of all senior indebtedness of the Company if
     and to the extent required by Article XIV; and

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



                                      -18-
<PAGE>

     SECTION 6.04. Limitation on Suits.

     No holder of any Security of any series shall have any right by virtue or
by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law 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 (i) such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to the Securities of such series specifying such Event of Default, as
hereinbefore provided; (ii) the holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as trustee hereunder; (iii) such holder or holders
shall have offered to the Trustee reasonable indemnity against the costs,
expenses and liabilities to be incurred therein or thereby; and (iv) the Trustee
for 60 days after its receipt of such notice, request and offer of indemnity,
shall have failed to institute any such action, suit or proceeding and (v)
during such 60 day period, the holders of a majority in principal amount of the
Securities of that series do not give the Trustee a direction inconsistent with
the request.

     Notwithstanding anything contained herein to the contrary, any other
provisions of this Indenture, the right of any holder of any Security to receive
payment of the principal of and any premium and (subject to Section 2.03)
interest on such Security, as therein provided, on or after the respective due
dates expressed in such Security (or in the case of redemption, on the
redemption date), or to institute suit for the enforcement of any such payment
on or after such respective dates or redemption date, shall not be impaired or
affected without the consent of such holder and by accepting a Security
hereunder it is expressly understood, intended and covenanted by the taker and
holder of every Security of such series with every other such taker and holder
and the Trustee, that no one or more holders of Securities of such series shall
have any right in any manner whatsoever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of the
holders of any other of such Securities, 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 holders of Securities of such series. For the protection
and enforcement of the provisions of this Section, each and every Securityholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.

     SECTION 6.05. Rights and Remedies Cumulative; Delay or Omission Not Waiver.

     (a) Except as otherwise provided in Section 2.01, all powers and remedies
given by this Article to the Trustee or to the Securityholders shall, to the
extent permitted by law, be deemed cumulative and not exclusive of any other
powers and remedies available to the Trustee or the holders of the Securities,
by judicial proceedings or otherwise, to enforce the performance or observance
of the covenants and agreements contained in this Indenture or otherwise
established with respect to such Securities.

     (b) No delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of 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 on acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.

     SECTION 6.06. Control by Securityholders.

     The holders of a majority in aggregate principal amount of the Securities
of any series at the time Outstanding, determined in accordance with Section
8.04, shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee with respect to such series; provided,
however, that such direction shall not be in conflict with any rule of law or
with this Indenture or be unduly prejudicial to the rights of holders of
Securities of such series not consenting; and provided, further, that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction. Prior to the taking of any action hereunder,
the Trustee shall be entitled to reasonable indemnification satisfactory to the
Trustee against all losses and expenses caused by taking or not taking such
action.



                                      -19-
<PAGE>

     Subject to the provisions of Section 7.01, the Trustee shall have the right
to decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee, determine that the proceeding so
directed would involve the Trustee in personal liability. The holders of a
majority in aggregate principal amount of the Securities of any series at the
time Outstanding affected thereby, determined in accordance with Section 8.04,
may on behalf of the holders of all of the Securities of such series waive any
past default in the performance of any of the covenants contained herein or
established pursuant to Section 2.01 with respect to such series and its
consequences, except a default in the payment of the principal of or any premium
or interest on, any of the Securities of that series as and when the same shall
become due by the terms of such Securities otherwise than by acceleration
(unless such default has been cured and a sum sufficient to pay all matured
installments of interest and principal and any premium has been deposited with
the Trustee in accordance with Section 6.01(c)). Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of this
Indenture and the Company, the Trustee and the holders of the Securities of such
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 impair any right consequent thereon.

     SECTION 6.07. Undertaking to Pay Costs.

     All parties to this Indenture agree, and each holder of any Securities by
such holder's 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, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.

                                   ARTICLE VII

                             CONCERNING THE TRUSTEE

     SECTION 7.01. Certain Duties and Responsibilities of Trustee.

     (a) The Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a series and after the curing of all Events of
Default with respect to the Securities of that series that may have occurred,
shall undertake to perform with respect to the Securities of such series such
duties and only such duties as are specifically set forth in this Indenture, and
no implied covenants shall be read into this Indenture against the Trustee. In
case an Event of Default with respect to the Securities of a series has occurred
(that has not been cured or waived), the Trustee shall exercise with respect to
Securities of that series such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

     (b) 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, or its own willful misconduct, except that:

          (1) prior to the occurrence of an Event of Default with respect to the
     Securities of a series and after the curing or waiving of all such Events
     of Default with respect to that series that may have occurred:

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



                                      -20-
<PAGE>

               (ii) in the absence of bad faith on the part of the Trustee, the
          Trustee may, with respect to the Securities of such series,
          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 that 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;

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

          (3) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the holders of not less than a majority in principal amount of the
     Securities of any series at the time Outstanding (determined as provided in
     Section 8.04) 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
     the Securities of that series; and

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

     SECTION 7.02. Certain Rights of Trustee.

     Except as otherwise provided in Section 7.01:

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

     (b) Any request, direction, order or demand of the Company mentioned herein
shall be sufficiently evidenced by a Board Resolution or an instrument signed in
the name of the Company, by the Chief Executive Officer or the President and by
the Chief Financial Officer or any Vice President or the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer thereof (unless
other evidence in respect thereof is specifically prescribed herein);

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

     (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 Securityholders, pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default with respect to a
series of the Securities (that has not been cured or waived) to exercise with
respect to Securities of that series such of the rights and powers vested in it
by this Indenture, and to use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs;



                                      -21-
<PAGE>

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

     (f) 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, consent, order, approval, bond, security, or
other papers or documents, unless so requested in writing to do so by the
holders of not less than a majority in principal amount of the Outstanding
Securities of the particular series affected thereby (determined as provided in
Section 8.04); 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, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require reasonable indemnity against such costs,
expenses or liabilities as a condition to so proceeding. The reasonable expense
of every such examination shall be paid by the Company or, if paid by the
Trustee, shall be repaid by the Company upon demand; and

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

     (h) the Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities and this Indenture;

     (i) the rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder;
and

     (j) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

     SECTION 7.03. Trustee Not Responsible for Recitals or Issuance or
Securities.

     (a) The recitals contained herein and in the Securities shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.

     (b) The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities.

     (c) The Trustee shall not be accountable for the use or application by the
Company of any of the Securities or of the proceeds of such Securities, or for
the use or application of any moneys paid over by the Trustee in accordance with
any provision of this Indenture or established pursuant to Section 2.01, or for
the use or application of any moneys received by any paying agent other than the
Trustee.

     SECTION 7.04. May Hold Securities.

     The Trustee or any paying agent or Security Registrar, in its individual or
any other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not Trustee, paying agent or Security Registrar.



                                      -22-
<PAGE>

     SECTION 7.05. Moneys Held in Trust.

     Subject to the provisions of Section 11.04, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon.

     SECTION 7.06. Compensation and Reimbursement.

     (a) The Company covenants and agrees to pay to the Trustee, and the Trustee
shall be entitled to, such reasonable compensation (which shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust), as the Company, and the Trustee may from time to time agree in writing,
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of
the Trustee, and, except as otherwise expressly provided herein, the Company
will pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all Persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence, bad faith or willful misconduct. The Company also
covenants to indemnify the Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any loss, liability, damage,
claim or expense, including taxes (other than taxes based on the income of the
Trustee) incurred without negligence, bad faith or willful misconduct on the
part of the Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the reasonable costs and expenses of
defending itself against any claim of liability in the premises. Promptly after
receipt by the Trustee of notice of any claim or the commencement of any action
for which it may seek indemnity from the Company hereunder, the Trustee shall
notify the company in writing of such claim or the commencement of such action.
The Company shall have the right to assume the defense thereof and the Trustee
shall cooperate in the defense.

     (b) The obligations of the Company under this Section to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for reasonable
expenses, disbursements and advances shall constitute additional indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to that
of the Securities upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the benefit of the holders of particular
Securities.

     This Section 7.06 shall survive the termination of the Indenture and
resignation or removal of the Trustee

     SECTION 7.07. Reliance on Officers' Certificate.

     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 to take any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence, bad faith or willful misconduct 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, bad faith or willful misconduct on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted to be
taken by it under the provisions of this Indenture upon the faith thereof.

     SECTION 7.08. Disqualification; Conflicting Interests.

     If the Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.



                                      -23-
<PAGE>

     SECTION 7.09. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee with respect to the Securities issued
hereunder which shall at all times be a corporation organized and doing business
under the laws of the United States of America or any State or Territory thereof
or of the District of Columbia, or a corporation or other Person permitted to
act as trustee by the Commission, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least 50
million U.S. dollars ($50,000,000), and subject to supervision or examination by
Federal, State, Territorial, or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. The Company may not, nor
may any Person directly or indirectly controlling, controlled by, or under
common control with the Company, serve as Trustee. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 7.10.

     SECTION 7.10. Resignation and Removal; Appointment of Successor.

     (a) The Trustee or any successor hereafter appointed, may at any time
resign with respect to the Securities of one or more series by giving written
notice thereof to the Company and by transmitting notice of resignation by mail,
first class postage prepaid, to the Securityholders of such series, as their
names and addresses appear upon the Security Register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of such series by or pursuant to a Board Resolution.
If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the mailing of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction at the
expense of the Company for the appointment of a successor trustee with respect
to Securities of such series, or any Securityholder of that series who has been
a bona fide holder of a Security or Securities for at least six months may on
behalf of himself and all others similarly situated, petition any such court for
the appointment of a successor trustee. Such court may thereupon after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

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

          (1) the Trustee shall fail to comply with the provisions of Section
     7.08 after written request therefor by the Company or by any Securityholder
     who has been a bona fide holder of a Security or Securities for at least
     six months; or

          (2) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 7.09 and shall fail to resign after written request
     therefor by the Company or by any such Securityholder; or

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

then, in any such case, the Company may remove the Trustee with respect to all
Securities and appoint a successor trustee by or pursuant to a Board Resolution,
or, unless the Trustee's duty to resign is stayed as provided herein, any
Securityholder who has been a bona fide holder of a Security or Securities for
at least six months may, on behalf of that holder and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee. Such court may thereupon
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee.

     (c) The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to such series by so notifying the Trustee and the Company
and may appoint a successor Trustee for such series with the consent of the
Company.



                                      -24-
<PAGE>

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

     (e) Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Securities of one or more series or all of such
series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.

     (f) Upon any removal of the Trustee, if an instrument of acceptance by a
successor Trustee shall not have been delivered to the Trustee within 60 days
after the giving of such notice of removal, the Trustee being removed may
petition, at the expense of the Company, any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

     SECTION 7.11. Acceptance of Appointment by Successor.

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

     (b) In case of the appointment hereunder of a successor trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor trustee relates, (2)
shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any act or
failure to act on the part of any other Trustee hereunder; and upon the
execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become effective to the extent provided therein,
such retiring Trustee shall, with respect to the Securities of that or those
series to which the appointment of such successor trustee relates, have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor trustee relates.

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

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



                                      -25-
<PAGE>

     (e) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail, first class postage prepaid, to the Securityholders,
as their names and addresses appear upon the Security Register. If the Company
fails to transmit such notice within ten days after acceptance of appointment by
the successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.

     SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of
Section 7.08 and eligible under the provisions of Section 7.09, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

     SECTION 7.13. Preferential Collection of Claims Against the Company.

     The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent included therein.

     SECTION 7.14. Notice of Defaults.

     If a default occurs hereunder with respect to Securities of any series, the
Trustee shall give the holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
6.01(3) with respect to Securities of such series, the Trustee may withhold the
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or responsible officers, of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
holders of the Securities. For the purpose of this Section, the term "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.

                                  ARTICLE VIII

                         CONCERNING THE SECURITYHOLDERS

     SECTION 8.01. Evidence of Action by Securityholders.

     Whenever in this Indenture it is provided that the holders of a majority or
specified percentage in aggregate principal amount of the Securities of a
particular series may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action the holders of such
majority or specified percentage of that series have joined therein may be
evidenced by any instrument or any number of instruments of similar tenor
executed by such holders of Securities of that series in person or by agent or
proxy appointed in writing.

     If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether



                                      -26-
<PAGE>

Securityholders of the requisite proportion of Outstanding Securities of that
series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the Outstanding Securities of that series shall be computed as of the
record date; provided, however, that no such authorization, agreement or consent
by such Securityholders on the record date shall be deemed effective unless it
shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date.

     SECTION 8.02. Proof of Execution by Securityholders.

     Subject to the provisions of Section 8.01, proof of the execution of any
instrument by a Securityholder (such proof will not require notarization) or his
agent or proxy and proof of the holding by any Person of any of the Securities
shall be sufficient if made in the following manner:

     (a) The fact and date of the execution by any such Person of any instrument
may be proved in any reasonable manner acceptable to the Trustee.

     (b) The ownership of Securities shall be proved by the Security Register of
such Securities or by a certificate of the Security Registrar thereof.

     (c) The Trustee may require such additional proof of any matter referred to
in this Section as it shall deem necessary.

     SECTION 8.03. Who May Be Deemed Owners.

     Prior to the due presentment for registration of transfer of any Security,
the Company, the Trustee, any paying agent and any Security Registrar may deem
and treat the Person in whose name such Security shall be registered upon the
books of the Company as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notice of ownership or writing
thereon made by anyone other than the Security Registrar) for the purpose of
receiving payment of or on account of the principal of, premium, if any, and
(subject to Section 2.03) interest on such Security and for all other purposes;
and neither the Company nor the Trustee nor any paying agent nor any Security
Registrar shall be affected by any notice to the contrary.

     SECTION 8.04. Certain Securities Owned by Company Disregarded.

     In determining whether the holders of the requisite aggregate principal
amount of Securities of a particular series have concurred in any direction,
consent or waiver under this Indenture, the Securities of that series that are
owned by the Company or any other obligor on the Securities of that series or by
any Person directly or indirectly controlling or controlled by or under common
control with the Company or any other obligor on the Securities of that series
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Securities of such series that the Trustee actually knows are so owned
shall be so disregarded. The Securities so owned that have been pledged in good
faith may be regarded as Outstanding for the purposes of this Section, if the
pledgee shall establish to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other obligor. In case of a dispute
as to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.

     SECTION 8.05. Actions Binding on Future Securityholders.

     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
majority or percentage in aggregate principal amount of the Securities of a
particular series specified in this Indenture in connection with such action,
any holder of a Security of that series that is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security



                                      -27-
<PAGE>

issued in exchange therefor, on registration of transfer thereof or in place
thereof, irrespective of whether or not any notation in regard thereto is made
upon such Security. Any action taken by the holders of the majority or
percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the holders of all the
Securities of that series.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

     SECTION 9.01. Supplemental Indentures Without the Consent of
Securityholders.

     In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as then in effect), without the
consent of the Securityholders, for one or more of the following purposes:

          (a) to cure any ambiguity, defect, or inconsistency herein or in the
     Securities of any series;

          (b) to comply with Article X;

          (c) to make any change that does not materially adversely affect the
     interests of any Securityholder;

          (d) to evidence and provide for successor trustees;

          (e) to add, change or eliminate any provision of this Indenture
     affecting only Securities not yet issued; or

          (f) to comply with any requirement of the Commission in connection
     with qualification of this Indenture or any supplement hereto under the
     Trust Indenture Act.

     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into any such supplemental indenture that affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

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

     SECTION 9.02. Supplemental Indentures With Consent of Securityholders.

     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 Securities of each
series affected by such supplemental indenture or indentures at the time
Outstanding, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as then in effect) 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 not covered by Section 9.01 the rights of the holders of the
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the holders of each
Security then Outstanding affected thereby, (i) extend the fixed maturity of any
Securities of any series, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any premium
payable upon the redemption thereof; (ii) change any obligation of the Company
to pay additional amounts with respect to the Securities; (iii) reduce the
amount of prin-



                                      -28-
<PAGE>

cipal of any Security payable upon acceleration of the maturity thereof; (iv)
change the currency in which any Security or any premium or interest is payable;
(v) impair the right to enforce any payment on or with respect to any Security;
(vi) adversely change the right to convert or exchange, including decreasing the
conversion rate or increasing the conversion price of, such Security (if
applicable); (vii) modify the subordination provisions in a manner materially
adverse to the holders of such securities; (viii) reduce the percentage in
principal amount of outstanding Securities of any series, the consent of whose
holders is required for modification or amendment of this Indenture or for
waiver of compliance with certain provisions of this Indenture or for waiver of
certain defaults; or (ix) modify any of the above provisions.

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

     SECTION 9.03. Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture pursuant to the provisions
of this Article or of Section 10.01, this Indenture shall, with respect to such
series, be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Securities
of the series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

     SECTION 9.04. Securities Affected by Supplemental Indentures.

     Securities of any series, affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, may bear a
notation in form approved by the Company, provided such form meets the
requirements of any exchange upon which such series may be listed, as to any
matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of that series so modified as to conform, in the
opinion of the Trustee and the Company, 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
Securities of that series then Outstanding.

     SECTION 9.05. Execution of Supplemental Indentures.

     Upon the request of the Company, and upon the filing with the Trustee of
evidence of the consent of Securityholders required to consent thereto as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture. The Trustee, subject to the provisions of
Section 7.01, may receive an Opinion of Counsel and an Officers' Certificate as
conclusive evidence that any supplemental indenture executed pursuant to this
Article is authorized or permitted by, and conforms to the terms of, this
Article and that it is proper for the Trustee under the provisions of this
Article to join in the execution thereof; provided, however, that such Opinion
of Counsel need not be provided in connection with the execution of a
supplemental indenture that establishes the terms of a series of Securities
pursuant to Section 2.01 hereof.

     SECTION 9.06. Conformity with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act in effect on such date.



                                      -29-
<PAGE>

                                   ARTICLE X

                              SUCCESSOR CORPORATION

     SECTION 10.01. Company May Consolidate, Etc.

     Subject to the terms of a Board Resolution or supplemental indenture with
respect to any series of the Securities, nothing contained in this Indenture or
in any of the Securities shall prevent any consolidation or merger of the
Company with or into any other Person (whether or not affiliated with the
Company) or successive consolidations or mergers in which the Company or its
successor or successors shall be a party or parties, or shall prevent any sale,
conveyance, transfer or other disposition of the property of the Company or its
successor or successors as an entirety, or substantially as an entirety, to any
other Person (whether or not affiliated with the Company or its successor or
successors) authorized to acquire and operate the same; provided, however, the
Company hereby covenants and agrees that, upon any such consolidation, merger,
sale, conveyance, transfer or other disposition, the due and punctual payment of
the principal of and any premium and interest on all of the Securities of all
series in accordance with the terms of each series, according to their tenor and
the due and punctual performance and observance of all the covenants and
conditions of this Indenture with respect to each series or established with
respect to such series pursuant to Section 2.01 to be kept or performed by the
Company shall be expressly assumed, by supplemental indenture reasonably
satisfactory in form to the Trustee executed and delivered to the Trustee by the
entity formed by such consolidation, or into which the Company shall have been
merged, or by the entity which shall have acquired such property.

     SECTION 10.02. Successor Substituted.

     (a) In case of any such consolidation, merger, sale, conveyance, transfer
or other disposition and upon the assumption by the successor Person, by
supplemental indenture, executed and delivered to the Trustee and reasonably
satisfactory in form to the Trustee, of the due and punctual payment of the
principal of and any premium and interest on all of the Securities of all series
Outstanding and the due and punctual performance of all of the covenants and
conditions of this Indenture or established with respect to each series of the
Securities pursuant to Section 2.01 to be performed by the Company with respect
to each series, such successor Person shall succeed to and be substituted for
the Company with the same effect as if it had been named as the Company herein,
and thereupon the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

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

     (c) Nothing contained in this Indenture or in any of the Securities shall
prevent the Company from merging into itself or acquiring by purchase or
otherwise all or any part of the property of any other Person (whether or not
affiliated with the Company).

                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

     SECTION 11.01. Satisfaction and Discharge of Indenture.

     If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated (other than
any Securities that shall have been destroyed, lost or stolen and that shall
have been replaced or paid as provided in Section 2.07 and Securities for whose
payment money or Governmental Obligations have theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to
the Company or discharged from such trust, as provided in Section 11.04); or (b)
all such Securities of a particular series not theretofore delivered to the
Trustee for cancellation (i) shall have become due and payable, or (ii) are by
their terms to become due and payable within one year or are to be called for
redemption within one year under ar-



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rangements reasonably satisfactory to the Trustee for the giving of notice of
redemption by the Trustee, in the name, and at the expense of the Company, and
the Company shall deposit or cause to be deposited with the Trustee as trust
funds an amount of money in U.S. dollars sufficient, or non-callable
Governmental Obligations, the principal of and interest on which when due, will
be sufficient or a combination thereof, sufficient in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity or
upon redemption all Securities of that series not theretofore delivered to the
Trustee for cancellation, including principal and any premium and interest due
or to become due to such date of maturity or date fixed for redemption, as the
case may be, and if the Company shall also pay or cause to be paid all other
sums payable hereunder with respect to such series by the Company then this
Indenture shall thereupon cease to be of further effect with respect to such
series except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03
and 7.10, that shall survive until the date of maturity or redemption date, as
the case may be, and Sections 7.06 and 11.04, that shall survive to such date
and thereafter, and the Trustee, on demand of the Company and at the cost and
expense of the Company shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to such series.

     SECTION 11.02. Deposited Moneys to Be Held in Trust.

     All moneys or Governmental Obligations deposited with the Trustee pursuant
to Section 11.01 shall be held in trust and shall be available for payment as
due, either directly or through any paying agent (including the Company acting
as its own paying agent), to the holders of the particular series of Securities
for the payment or redemption of which such moneys or Governmental Obligations
have been deposited with the Trustee.

     SECTION 11.03. Payment of Moneys Held by Paying Agents.

     In connection with the satisfaction and discharge of this Indenture all
moneys or Governmental Obligations then held by any paying agent under the
provisions of this Indenture shall, upon demand of the Company, be paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys or Governmental Obligations.

     SECTION 11.04. Repayment to Company.

     Any moneys or Governmental Obligations deposited with any paying agent or
the Trustee, or then held by the Company, in trust for payment of principal of
or premium or interest on the Securities of a particular series that are not
applied but remain unclaimed by the holders of such Securities for at least two
years after the date upon which the principal of and any premium or interest on
such Securities shall have respectively become due and payable, shall be repaid
to the Company upon its written request or (if then held by the Company) shall
be discharged from such trust; and thereupon the paying agent and the Trustee
shall be released from all further liability with respect to such moneys or
Governmental Obligations, and the holder of any of the Securities entitled to
receive such payment shall thereafter, as an unsecured general creditor, look
only to the Company for the payment thereof.

     SECTION 11.05. Reinstatement.

     If the Trustee or any paying agent is unable to apply any U.S. dollars or
Governmental Obligations in accordance with Section 11.01 hereof by reason of
any order of judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations of
the Company under this Indenture, and the Securities of that particular series
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 11.01 hereof until such time as the Trustee or any paying agent is
permitted to apply all such money in accordance with Section 11.01 hereof;
provided, however, that, if the Company makes any payment with respect to any
Securities of that series following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the holders of the Securities of
that series to receive such payment from the money held by the Trustee or any
paying agent.



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                                   ARTICLE XII

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     SECTION 12.01. No Recourse.

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

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

     SECTION 13.01. Effect on Successors and Assigns.

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

     SECTION 13.02. Actions by Successor.

     Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any Person that shall at the time
be the lawful sole successor of the Company.

     SECTION 13.03. Notices.

     Except as otherwise expressly provided herein any notice or demand that by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Securities to or on the Company may be given
or served by hand delivery, by telecopier or registered or certified mail,
postage prepaid, return receipt requested addressed (until another address is
filed in writing by the Company with the Trustee), as follows: ANADIGICS, Inc.,
141 Mt. Bethel Road, Warren, New Jersey 07059, Facsimile No. (908) 668-5068,
Attention: Chief Financial Officer, with copies of any notice of an Event of
Default to Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New York
10005, Facsimile No. (212) 269-5420, Attention: Stephen A. Greene, Esq. Any
notice, election, request or demand by the Company or any Securityholder to or
upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if given or made in writing by hand delivery, by telecopier or
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows: The Bank of New York, 101 Barclay Street, Floor 8W, New
York, NY 10286, Facsimile No. [(212) 815-5704], Attention: Corporate Trust
Administration.



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     SECTION 13.04. Notice to Holders of Securities; Waiver.

     Except as otherwise expressly provided herein, where this Indenture
provides for notice to holders of Securities of any event, such notice shall be
sufficiently given to holders of Securities if in writing and mailed,
first-class postage prepaid, to each holder of a Security affected by such
event, at the address of such holder as it appears in the Security Register, not
earlier than the earliest date, and not later than the latest date, prescribed
for the giving of such notice.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice to holders of
Securities by mail, then such notification as shall be made with the approval of
the Trustee shall constitute sufficient notice to such holder for every purpose
hereunder. In any case where notice to holders of Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice mailed to
any particular holder of a Security shall affect the sufficiency of such notice
with respect to other holders of Securities given as provided herein.

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

     SECTION 13.05. Governing Law.

     This Indenture and each Security shall be deemed to be a contract made
under the internal laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of said State, but without giving effect
to applicable principles of conflicts of law to the extent that the application
of the law of another jurisdiction would be required thereby.

     SECTION 13.06. Effect of Headings and Table of Contents.

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

     SECTION 13.07. Compliance Certificates and Opinions.

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

     (b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

     SECTION 13.08. Payments on Business Days.

     Except as provided pursuant to Section 2.01 pursuant to a Board Resolution,
and as set forth in an Officers' Certificate, or established in one or more
indentures supplemental to this Indenture, in any case where the date of


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maturity of interest or principal of any Security or the date of redemption of
any Security shall not be a Business Day, then payment of interest or principal
(and premium, if any) may be made on the next succeeding Business Day with the
same force and effect as if made on the nominal date of maturity or redemption,
and no interest shall accrue for the period after such nominal date.

     SECTION 13.09. Conflict with Trust Indenture Act.

     If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by Section 318(c) of the Trust Indenture
Act, such imposed duties shall control.

     SECTION 13.10. Counterparts.

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

     SECTION 13.11. Separability.

     In case any one or more of the provisions contained in this Indenture or in
the Securities of any series shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.

                                  ARTICLE XIV

                           SUBORDINATION OF SECURITIES

     SECTION 14.01. Subordination Terms.

     The payment by the Company of the principal of and any premium and interest
on any series of Securities issued hereunder shall be subordinated to the extent
set forth in a Board Resolution or indenture supplemental hereto relating to
such Securities.




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     IN WITNESS WHEREOF, the parties hereto have caused this indenture to be
duly executed, all as of the date first written above.


                                ANADIGICS, INC.


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



                                The Bank of New York, as Trustee


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





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