<PAGE>

                                                                    Exhibit 4.11
                                                                Senior Indenture

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

                       THE MERIDIAN RESOURCE CORPORATION,

                                    AS ISSUER

                                       AND

                               ____________________,

                                   AS TRUSTEE

                                    INDENTURE

                        DATED AS OF __________ __, 20___

                             SENIOR DEBT SECURITIES

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

                                                                Senior Indenture

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                                TABLE OF CONTENTS

<TABLE>
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                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions...............................................................................    1
Section 1.02. Compliance Certificates and Opinions......................................................    9
Section 1.03. Form of Documents Delivered to Trustee....................................................   10
Section 1.04. Notices, etc., to Trustee and Company.....................................................   10
Section 1.05. Notice to Holders; Waiver.................................................................   11
Section 1.06. Conflict with Trust Indenture Act.........................................................   11
Section 1.07. Effect of Headings and Table of Contents..................................................   12
Section 1.08. Successors and Assigns....................................................................   12
Section 1.09. Separability Clause.......................................................................   12
Section 1.10. Benefits of Indenture.....................................................................   12
Section 1.11. Governing Law.............................................................................   12
Section 1.12. Legal Holidays............................................................................   12
Section 1.13. No Security Interest Created..............................................................   12
Section 1.14. Liability Solely Corporate................................................................   13
Section 1.15. Indenture May be Executed in Counterparts.................................................   13

                                   ARTICLE TWO
                               DEBT SECURITY FORMS

Section 2.01. Forms Generally...........................................................................   13
Section 2.02. Form of Trustee's Certificate of Authentication...........................................   14
Section 2.03. Securities in Global Form.................................................................   14

                                  ARTICLE THREE
                               THE DEBT SECURITIES

Section 3.01. Amount Unlimited; Issuable in Series......................................................   14
Section 3.02. Denominations.............................................................................   18
Section 3.03. Execution, Authentication, Delivery and Dating............................................   18
Section 3.04. Temporary Debt Securities; Global Notes Representing Registered Securities................   20
Section 3.05. Registration; Registration of Transfer and Exchange.......................................   22
Section 3.06. Mutilated, Destroyed, Lost and Stolen Debt Securities.....................................   23
Section 3.07. Payment of Interest; Interest Rights Preserved............................................   24
Section 3.08. Cancellation..............................................................................   25
Section 3.09. Computation of Interest...................................................................   26
Section 3.10. Currency of Payments in Respect of Debt Securities........................................   26
Section 3.11. Judgments.................................................................................   29
Section 3.12. Exchange Upon Default.....................................................................   29
Section 3.13. CUSIP and ISN Numbers.....................................................................   29

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

Section 4.01. Satisfaction and Discharge of Indenture...................................................   30
Section 4.02. Application of Trust Money................................................................   31
</TABLE>

                                        i                       Senior Indenture
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                                  ARTICLE FIVE
                                    REMEDIES

Section 5.01. Events of Default.........................................................................   31
Section 5.02. Acceleration of Maturity; Rescission and Annulment........................................   32
Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee...........................   33
Section 5.04. Trustee May File Proofs of Claim..........................................................   34
Section 5.05. Trustee May Enforce Claims Without Possession of Debt Securities..........................   35
Section 5.06. Application of Money Collected............................................................   35
Section 5.07. Limitation on Suits.......................................................................   35
Section 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest.................   36
Section 5.09. Restoration of Rights and Remedies........................................................   36
Section 5.10. Rights and Remedies Cumulative............................................................   36
Section 5.11. Delay or Omission Not Waiver..............................................................   37
Section 5.12. Control by Holders........................................................................   37
Section 5.13. Waiver of Past Defaults...................................................................   37
Section 5.14. Undertaking for Costs.....................................................................   38
Section 5.15. Waiver of Stay or Extension Laws..........................................................   38

                                   ARTICLE SIX
                                   THE TRUSTEE

Section 6.01. Certain Duties and Responsibilities.......................................................   38
Section 6.02. Notice of Defaults........................................................................   39
Section 6.03. Certain Rights of Trustee.................................................................   40
Section 6.04. Not Responsible for Recitals or Issuance of Debt Securities...............................   41
Section 6.05. May Hold Debt Securities..................................................................   41
Section 6.06. Money Held in Trust.......................................................................   41
Section 6.07. Compensation and Reimbursement............................................................   41
Section 6.08. Disqualification; Conflicting Interests...................................................   42
Section 6.09. Corporate Trustee Required; Eligibility...................................................   47
Section 6.10. Resignation and Removal; Appointment of Successor.........................................   47
Section 6.11. Acceptance of Appointment by Successor....................................................   48
Section 6.12. Merger, Conversion, Consolidation or Succession to Business...............................   49
Section 6.13. Preferential Collection of Claims Against Company.........................................   50
Section 6.14. Appointment of Authenticating Agent.......................................................   53

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01. Company to Furnish Trustee Names and Addresses of Holders.................................   54
Section 7.02. Preservation of Information; Communication to Holders.....................................   55
Section 7.03. Reports by Trustee........................................................................   56
Section 7.04. Reports by Company........................................................................   57

                                  ARTICLE EIGHT
                             CONCERNING THE HOLDERS

Section 8.01. Acts of Holders...........................................................................   58
Section 8.02. Proof of Ownership; Proof of Execution of Instruments by Holder...........................   59
Section 8.03. Persons Deemed Owners.....................................................................   59
Section 8.04. Revocation of Consents; Future Holders Bound..............................................   59

                                  ARTICLE NINE
                                HOLDERS' MEETINGS

Section 9.01. Purposes of Meetings......................................................................   59
Section 9.02. Call of Meetings by Trustee...............................................................   60
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                                       ii                       Senior Indenture
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Section 9.03. Call of Meetings by Company or Holders....................................................   60
Section 9.04. Qualifications for Voting.................................................................   60
Section 9.05. Regulations...............................................................................   61
Section 9.06. Voting....................................................................................   61
Section 9.07. No Delay of Rights by Meeting.............................................................   62

                                   ARTICLE TEN
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 10.01. Company May Consolidate, etc., Only on Certain Terms.....................................   62
Section 10.02. Successor Corporation Substituted........................................................   62

                                 ARTICLE ELEVEN
                             SUPPLEMENTAL INDENTURES

Section 11.01. Supplemental Indentures Without Consent of Holders.......................................   63
Section 11.02. Supplemental Indentures With Consent of Holders..........................................   64
Section 11.03. Execution of Supplemental Indentures.....................................................   65
Section 11.04. Effect of Supplemental Indentures........................................................   65
Section 11.05. Conformity with Trust Indenture Act......................................................   65
Section 11.06. Reference in Debt Securities to Supplemental Indentures..................................   65
Section 11.07. Notice of Supplemental Indenture.........................................................   65

                                 ARTICLE TWELVE
                                    COVENANTS

Section 12.01. Payment of Principal, Premium and Interest...............................................   66
Section 12.02. Officer's Certificate as to Default......................................................   66
Section 12.03. Maintenance of Office or Agency..........................................................   66
Section 12.04. Money for Debt Securities; Payments To Be Held in Trust..................................   67
Section 12.05. Corporate Existence......................................................................   68
Section 12.06. Waiver of Certain Covenants..............................................................   68

                                ARTICLE THIRTEEN
                          REDEMPTION OF DEBT SECURITIES

Section 13.01. Applicability of Article.................................................................   68
Section 13.02. Election to Redeem; Notice to Trustee....................................................   68
Section 13.03. Selection by Trustee of Debt Securities to Be Redeemed...................................   69
Section 13.04. Notice of Redemption.....................................................................   69
Section 13.05. Deposit of Redemption Price..............................................................   70
Section 13.06. Debt Securities Payable on Redemption Date...............................................   70
Section 13.07. Debt Securities Redeemed in Part.........................................................   70

                                ARTICLE FOURTEEN
                                  SINKING FUNDS

Section 14.01. Applicability of Article.................................................................   71
Section 14.02. Satisfaction of Mandatory Sinking Fund Payments with Debt Securities.....................   71
Section 14.03. Redemption of Debt Securities for Sinking Fund...........................................   71

                                 ARTICLE FIFTEEN
                                   DEFEASANCE

Section 15.01. Applicability of Article.................................................................   73
Section 15.02. Defeasance Upon Deposit of Moneys or U.S. Government Obligations.........................   73
Section 15.03. Deposited Moneys and U.S. Government, Obligations to Be Held in Trust....................   75
Section 15.04. Repayment to Company.....................................................................   75
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                                       iii                      Senior Indenture
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                                 ARTICLE SIXTEEN
                                   CONVERSION

Section 16.01. Applicability; Conversion Privilege......................................................   75
Section 16.02. Conversion Procedure; Conversion Price; Fractional Shares................................   76
Section 16.03. Adjustment of Conversion Price for Common Stock..........................................   77
Section 16.04. Consolidation or Merger of the Company...................................................   79
Section 16.05. Notice of Adjustment.....................................................................   80
Section 16.06. Notice in Certain Events.................................................................   80
Section 16.07. Company to Reserve Stock; Registration; Listing..........................................   81
Section 16.08. Taxes on Conversion......................................................................   81
Section 16.09. Conversion After Record Date.............................................................   82
Section 16.10. Company Determination Final..............................................................   82
Section 16.11. Trustee's Disclaimer.....................................................................   82

                                ARTICLE SEVENTEEN
                                    GUARANTEE

Section 17.01. Applicability of Article; Unconditional Guarantee........................................   82
Section 17.02. Execution and Delivery of Guarantee......................................................   84
Section 17.03. Limitation on Subsidiary Guarantors' Liability...........................................   85
Section 17.04. Release of Subsidiary Guarantors from Guarantee..........................................   85
Section 17.05. Subsidiary Guarantor Contribution........................................................   85
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                                       iv                       Senior Indenture


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Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated
as of _____________ __, 20___.

<TABLE>
<CAPTION>
Trust Indenture Act Section                                                Indenture Section
---------------------------                                                -----------------
<S>                                                                        <C>
Sec. 310 (a)(1)........................................................    6.09
         (a)(2)........................................................    6.09
         (a)(3)........................................................    Not Applicable
         (a)(4)........................................................    Not Applicable
         (a)(5)........................................................    6.09
         (b)...........................................................    6.08, 6.10
         (c)...........................................................    Not Applicable
Sec. 311 (a)...........................................................    6.13(a)
         (b)...........................................................    6.13(b)
         (c)...........................................................    Not Applicable
Sec. 312 (a)...........................................................    7.01, 7.02(a)
         (b)...........................................................    7.02(b)
         (c)...........................................................    7.02(c)
Sec. 313 (a)...........................................................    7.03(a)
         (b)...........................................................    7.03(b)
         (c)...........................................................    7.03(a),
                                                                           7.03(c)
         (d)...........................................................    7.03(d)
Sec. 314 (a)...........................................................    7.04, 12.02
         (b)...........................................................    Not Applicable
         (c)(1)........................................................    1.02
         (c)(2)........................................................    1.02
         (c)(3)........................................................    Not Applicable
         (d)...........................................................    Not Applicable
         (e)...........................................................    1.02
Sec. 315 (a)...........................................................    6.01(a),
                                                                           6.01(c)
         (b)...........................................................    6.02,
                                                                           7.03(a)(7)
         (c)...........................................................    6.01(b)
         (d)...........................................................    6.01(c)
         (d)(1)........................................................    6.01(a)
         (d)(2)........................................................    6.01(c)(2)
         (d)(3)........................................................    6.01(c)(3)
         (e)...........................................................    5.14
Sec. 316 (a)(1)(A).....................................................    5.02, 5.12
         (a)(1)(B).....................................................    5.13
         (a)(2)........................................................    Not Applicable
         (b)...........................................................    5.08
         (c)...........................................................    Not Applicable
Sec. 317 (a)(1)........................................................    5.03
         (a)(2)........................................................    5.04
         (b)...........................................................    12.04
Sec. 318 ..............................................................    1.06
</TABLE>

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

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

                                                                Senior Indenture

<PAGE>

            INDENTURE dated as of _______ __, 20___ between THE MERIDIAN
RESOURCE CORPORATION, a Texas corporation (hereinafter called the "COMPANY"),
having its principal executive office at 1401 Enclave Parkway, Suite 300,
Houston, Texas 77077 and _____________ (hereinafter called the "TRUSTEE"),
having its Corporate Trust Office at ____________________________.

                             RECITALS OF THE COMPANY

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

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

      SECTION 1.01      DEFINITIONS.

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

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

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

            (3)   all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles or as provided with respect to any series of Debt Securities,
      and, except as otherwise herein provided or as provided with respect to
      any series of Debt Securities, the term "GENERALLY ACCEPTED ACCOUNTING
      PRINCIPLES" or "GAAP" with respect to any computation required or
      permitted hereunder with respect to any series of Debt Securities, shall
      mean such as set forth in the opinions and pronouncements of the
      Accounting Principles Board of the American Institute of Certified Public
      Accountants and statements and pronouncements of the Financial Accounting
      Standards Board or in such other statements by such other entity as have
      been approved by a significant segment of the accounting profession of the
      United States which are in effect as of the issuance date of such series
      of Debt Securities;

            (4)   the words "HEREIN," "HEREOF" and "HEREUNDER" and other words
      of similar import refer to this Indenture as a whole and not to any
      particular Article, Section or other subdivision;

                                                                Senior Indenture

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            (5)   "OR" is not exclusive;

            (6)   "INCLUDING" (in all of its forms) means including without
      limitation; and

            (7)   any references to an Article or Section refers to an Article
      or a Section, respectively, of this Indenture

Certain terms, used principally in Article Three, Article Six or Article
Seventeen, are defined in those respective Articles.

            "ACT" when used with respect to any Holder, has the meaning
      specified in Section 8.01.

            "AFFILIATE" of any specified Person means any other Person directly
      or indirectly controlling or controlled by or under direct or indirect
      common control with such specified Person. For the purposes of this
      definition, "control" (including, with correlative meanings, the terms
      "controlling," "controlled by" and "under common control with") as used
      with respect to any Person means the possession, directly or indirectly,
      of the power to direct or cause the direction of the management or
      policies of such Person, whether through the ownership of voting
      securities, by agreement or otherwise.

            "AUTHENTICATING AGENT" has the meaning specified in Section 6.14.

            "BOARD OF DIRECTORS" means either the board of directors of the
      Company, or any committee of that board duly authorized to act hereunder
      or any director or directors and/or officer or officers of the Company to
      whom that board or committee shall have delegated its authority.

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

            "BUSINESS DAY" when used with respect to any Place of Payment or any
      other particular location referred to in this Indenture or in the Debt
      Securities means any day which is not a Saturday, a Sunday or a legal
      holiday or a day on which banking institutions or trust companies in that
      Place of Payment or other location are authorized or obligated by law to
      close, except as otherwise specified pursuant to Section 3.01.

            "CAPITAL STOCK" means: (i) in the case of a corporation, corporate
      stock (however designated); (ii) in the case of an association or business
      entity, any and all shares, interests, participations, rights or other
      equivalents (however designated) of corporate stock; (iii) in the case of
      a partnership or limited liability company, partnership or membership
      interests (whether general or limited); and (iv) any other interest or
      participation that confers on a Person the right to receive a share of the
      profits and losses of, or distributions of assets of, the issuing Person.

            "CLOSING PRICE" of the Common Stock shall mean the last reported
      sale price of such stock (regular way) as shown on the Composite Tape of
      the New York Stock Exchange (or, if such stock is not listed or admitted
      to trading on the New York Stock

                                        2                       Senior Indenture


<PAGE>

      Exchange, on the principal national securities exchange on which such
      stock is listed or admitted to trading), or, in case no such sale takes
      place on such day, the average of the closing bid and asked prices on the
      New York Stock Exchange (or, if such stock is not listed or admitted to
      trading on the New York Stock Exchange, on the principal national
      securities exchange on which such stock is listed or admitted to trading),
      or, if it is not listed or admitted to trading on any national securities
      exchange, the average of the closing bid and asked prices as reported by
      the National Association of Securities Dealers Automated Quotation System
      (NASDAQ), or if such stock is not so reported, the average of the closing
      bid and asked prices as furnished by any member of the National
      Association of Securities Dealers, Inc., selected from time to time by the
      Company for that purpose.

            "CODE" means the Internal Revenue Code of 1986, as amended.

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

            "COMMON STOCK" shall mean the Common Stock, par value $.01 per
      share, of the Company authorized at the date of this Indenture as
      originally signed, or any other class of stock resulting from successive
      changes or reclassifications of such Common Stock, and in any such case
      including any shares thereof authorized after the date of this Indenture.

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

            "COMPANY ORDER" and "COMPANY REQUEST" mean, respectively, a written
      request or order signed in the name of the Company by the Chairman of the
      Board of Directors, the Chief Executive Officer, the President, the Chief
      Financial Officer or a Vice President and by the Treasurer, an Assistant
      Treasurer, the Controller, an Assistant Controller, the Secretary or an
      Assistant Secretary of the Company, and delivered to the Trustee.

            "COMPONENT CURRENCY" has the meaning specified in Section 3.10(h).

            "CONVERSION AGENT" means any Person authorized by the Company to
      receive Debt Securities to be converted into Common Stock on behalf of the
      Company. The Company initially authorizes the Trustee to act as Conversion
      Agent for the Debt Securities on its behalf. The Company may at any time
      from time to time authorize one or more Persons to act as Conversion Agent
      in addition to or in place of the Trustee with respect to any series of
      Debt Securities issued under this Indenture.

            "CONVERSION DATE" has the meaning specified in Section 3.10(d).

            "CONVERSION EVENT" means the cessation of (i) a Foreign Currency to
      be used both by the government of the country which issued such Currency
      and for the settlement

                                       3                        Senior Indenture

<PAGE>

      of transactions by public institutions of or within the international
      banking community or (ii) any Currency unit to be used for the purposes
      for which it was established.

            "CONVERSION PRICE" means, with respect to any series of Debt
      Securities which are convertible into Common Stock, the price per share of
      Common Stock at which the Debt Securities of such series are so
      convertible pursuant to Section 3.01 with respect to such series, as the
      same may be adjusted from time to time in accordance with Section 16.03.

            "CORPORATE TRUST OFFICE" means the principal corporate trust office
      of the Trustee at which at any particular time its corporate trust
      business shall be administered, which office at the date of execution of
      this instrument is located at _____________________.

            "CURRENCY" means Dollars or Foreign Currency.

            "CURRENCY DETERMINATION AGENT" means the agent, if any, from time to
      time selected by the Trustee for purposes of Section 3.10; provided that
      such agent shall accept such appointment in writing and the terms of such
      appointment shall be acceptable to the Company and shall, in the opinion
      of the Company and the Trustee at the time of such appointment, require
      such agent to make the determinations required by this Indenture by a
      method consistent with the method provided in this Indenture for the
      making of such decision or determination.

            "CURRENT MARKET PRICE" on any date shall mean the average of the
      daily Closing Prices per share of Common Stock for any thirty (30)
      consecutive Trading Days selected by the Company prior to the date in
      question, which thirty (30) consecutive Trading Day period shall not
      commence more than forty-five (45) Trading Days prior to the day in
      question; provided that with respect to Section 16.03(3), the "Current
      Market Price" of the Common Stock shall mean the average of the daily
      Closing Prices per share of Common Stock for the five (5) consecutive
      Trading Days ending on the date of the distribution referred to in Section
      16.03(3) (or if such date shall not be a Trading Day, on the Trading Day
      immediately preceding such date).

            "DEBT SECURITIES" has the meaning stated in the first recital of
      this Indenture and more particularly means any Debt Securities (including
      any Global Notes) authenticated and delivered under this Indenture.

            "DEFAULTED INTEREST" has the meaning specified in Section 3.07(b).

            "DEPOSITARY" means, with respect to the Debt Securities of any
      series issuable or issued in the form of one or more Global Notes, the
      Person designated as Depositary by the Company pursuant to Section 3.01
      until a successor Depositary shall have become such pursuant to the
      applicable provisions of this Indenture, and thereafter "Depositary" shall
      mean or include each Person who is then a Depositary hereunder, and if at
      any time there is more than one such Person, "Depositary" as used with
      respect to the Debt Securities of any such series shall mean the
      Depositary with respect to the Global Notes of that series.

            "DISCHARGED" has the meaning specified in Section 15.02.

                                       4                        Senior Indenture
<PAGE>

            "DISCOUNT SECURITY" means any Debt Security which is issued with
      "original issue discount" within the meaning of Section 1273(a) of the
      Code (or any successor provision) and the regulations thereunder.

            "DOLLAR" or "$" means a dollar or other equivalent unit in such coin
      or currency of the United States as at the time of payment is legal tender
      for the payment of public and private debts.

            "DOLLAR EQUIVALENT OF THE CURRENCY UNIT" has the meaning specified
      in Section 3.10(g).

            "DOLLAR EQUIVALENT OF THE FOREIGN CURRENCY" has the meaning
      specified in Section 3.10(f).

            "ELECTION DATE" has the meaning specified in Section 3.10(h).

            "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

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

            "EXCHANGE RATE OFFICER'S CERTIFICATE" means a telex or a certificate
      setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar,
      Foreign Currency or Currency unit amounts of principal, premium, if any,
      and any interest respectively (on an aggregate basis and on the basis of a
      Debt Security having the lowest denomination principal amount determined
      in accordance with Section 3.02 in the relevant Currency or Currency
      unit), payable on the basis of such Market Exchange Rate sent (in the case
      of a telex) or signed (in the case of a certificate) by the Treasurer or
      any Assistant Treasurer of the Company.

            "FIXED RATE SECURITY" means a Debt Security which provides for the
      payment of interest at a fixed rate.

            "FLOATING RATE SECURITY" means a Debt Security which provides for
      the payment of interest at a variable rate determined periodically by
      reference to an interest rate index or any other index specified pursuant
      to Section 3.01.

            "FOREIGN CURRENCY" means any coin, currency, currency unit or
      composite currency, including, without limitation, the euro, issued by the
      government of one or more countries other than the United States, or by
      any internationally recognized union, confederation or association of such
      governments.

            "GLOBAL NOTE" means with respect to any series of Debt Securities
      issued hereunder, a Debt Security (in either temporary or permanent form)
      which is executed by the Company and authenticated and delivered by the
      Trustee to the Depositary or pursuant to the Depositary's instruction, all
      in accordance with this Indenture and any indentures supplemental hereto,
      or Board Resolution and set forth in an Officer's Certificate, which shall
      be registered in the name of the Depositary or its nominee and which shall
      represent, and shall be denominated in an amount equal to the aggregate
      principal amount of, all the Outstanding Debt Securities of such series or
      any portion thereof, in either case having the same terms, including,
      without limitation, the same

                                       5                        Senior Indenture

<PAGE>

      original issue date, date or dates on which principal is due and interest
      rate or method of determining interest.

            "HOLDER," "HOLDER OF DEBT SECURITIES" or other similar terms means,
      with respect to a Debt Security, the Registered Holder.

            "INDENTURE" means this instrument as originally executed, or as it
      may from time to time be supplemented or amended by one or more indentures
      supplemental hereto entered into pursuant to the applicable provisions
      hereof and, unless the context otherwise requires, shall include the terms
      of a particular series of Debt Securities as established pursuant to
      Section 3.01.

            The term "INTEREST," when used with respect to a Discount Security
      which by its terms bears interest only on a certain date, means interest
      payable after such date.

            "INTEREST PAYMENT DATE" with respect to any Debt Security means the
      Stated Maturity of an installment of interest on such Debt Security.

            "MARKET EXCHANGE RATE" means the noon Dollar buying rate in The City
      of New York for cable transfers of such currency or currencies as
      published by the Federal Reserve Bank of New York as of the most recent
      available date. If such Market Exchange Rate is not available for any
      reason with respect to such currency, the Trustee shall use, in its sole
      discretion and without liability on its part, such quotation of the
      Federal Reserve Bank of New York or, quotations from one or more major
      banks in The City of New York or in the country of issue of the currency
      in question, which for purposes of the euro shall be any member state of
      the European Union that has adopted the euro, as the Trustee shall deem
      appropriate.

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

            "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman
      of the Board of Directors, the Chief Executive Officer, the President, the
      Chief Financial Officer or a Vice President, and by the Treasurer, an
      Assistant Treasurer, the Controller, an Assistant Controller, the
      Secretary or an Assistant Secretary of the Company, and delivered to the
      Trustee.

            "OPINION OF COUNSEL" means a written opinion of counsel, who may be
      counsel to the Company (including an employee of the Company) and who
      shall be satisfactory to the Trustee, which is delivered to the Trustee.

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

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

                                       6                        Senior Indenture
<PAGE>

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

            (iii) Debt Securities of that series which have been paid pursuant
            to Section 3.06 or in exchange for or in lieu of which other Debt
            Securities have been authenticated and delivered pursuant to this
            Indenture, other than any such Debt Securities in respect of which
            there shall have been presented to the Trustee proof satisfactory to
            it that such Debt Securities are held by a bona fide purchaser in
            whose hands such Debt Securities are valid obligations of the
            Company;

      provided, however, that in determining whether the Holders of the
      requisite principal amount of Outstanding Debt Securities of any series
      have performed any Act hereunder, Debt Securities owned by the Company or
      any other obligor upon the Debt Securities or any Subsidiary of the
      Company or of such other obligor shall be disregarded and deemed not to be
      Outstanding (provided, that in connection with any offer by the Company or
      any obligor to purchase Debt Securities, Debt Securities rendered by a
      Holder shall be Outstanding until the date of purchase), except that, in
      determining whether the Trustee shall be protected in relying upon any
      such Act, only Debt Securities which the Trustee knows to be so owned
      shall be so disregarded. Debt Securities so owned which have been pledged
      in good faith may be regarded as Outstanding if the pledgee establishes to
      the satisfaction of the Trustee the pledgee's right to act with respect to
      such Debt Securities and that the pledgee is not the Company or any other
      obligor upon the Debt Securities or any Subsidiary of the Company or of
      such other obligor. In determining whether the Holders of the requisite
      principal amount of Outstanding Debt Securities have performed any Act
      hereunder, the principal amount of a Discount Security that shall be
      deemed to be Outstanding for such purpose shall be the amount of the
      principal thereof that would be due and payable as of the date of such
      determination upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 5.02 and the principal amount of a Debt Security
      denominated in a Foreign Currency that shall be deemed to be Outstanding
      for such purpose shall be the amount calculated pursuant to Section
      3.10(j).

            "OVERDUE RATE" when used with respect to any series of the Debt
      Securities, means the rate designated as such in or pursuant to the Board
      Resolution or the supplemental indenture, as the case may be, relating to
      such series as contemplated by Section 3.01.

            "PAYING AGENT" means any Person authorized by the Company to pay the
      principal of (and premium, if any) or interest on any Debt Securities on
      behalf of the Company.

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

                                       7                       Senior Indenture

<PAGE>

            "PLACE OF PAYMENT" when used with respect to the Debt Securities of
      any series means the place or places where the principal of (and premium,
      if any) and interest on the Debt Securities of that series are payable as
      specified pursuant to Section 3.01.

            "PREDECESSOR SECURITY" of any particular Debt Security means every
      previous Debt Security evidencing all or a portion of the same debt as
      that evidenced by such particular Debt Security; and, for the purposes of
      this definition, any Debt Security authenticated and delivered under
      Section 3.06 in lieu of a mutilated, lost, destroyed or stolen Debt
      Security shall be deemed to evidence the same debt as the mutilated, lost,
      destroyed or stolen Debt Security.

            "REDEMPTION DATE" when used with respect to any Debt Security to be
      redeemed, means the date fixed for redemption by or pursuant to this
      Indenture, including pursuant to the Board Resolution or supplemental
      indenture relating to such Debt Security as contemplated by Section 3.01.

            "REDEMPTION PRICE" means, in the case of a Discount Security, the
      amount of the principal thereof that would be due and payable as of the
      Redemption Date upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 5.02, and in the case of any other Debt Security, the
      principal amount thereof, plus, in each case, premium, if any, and accrued
      and unpaid interest, if any, to the Redemption Date.

            "REGISTERED HOLDER" means the Person in whose name a Registered
      Security is registered in the Security Register.

            "REGISTERED SECURITY" means any Debt Security in the form
      established pursuant to Section 2.01 which is registered as to principal
      and interest in the Security Register.

            "REGULAR RECORD DATE" for the interest payable on the Registered
      Securities of any series on any Interest Payment Date means the date
      specified for the purpose pursuant to Section 3.01 for such Interest
      Payment Date.

            "RESPONSIBLE OFFICER" when used with respect to the Trustee means
      any vice president, the secretary, any assistant secretary or any
      assistant vice president or any other officer of the Trustee customarily
      performing functions similar to those performed by any of the above
      designated officers and also means, with respect to a particular corporate
      trust matter, any other officer to whom such matter is referred because of
      his knowledge of and familiarity with the particular subject.

            "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
      meanings specified in Section 3.05(a).

            "SPECIAL RECORD DATE" for the payment of any Defaulted Interest
      means a date fixed by the Trustee pursuant to Section 3.07.

            "SPECIFIED AMOUNT" has the meaning specified in Section 3.10(h).

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

                                       8                        Senior Indenture

<PAGE>

            "SUBSIDIARY" means, with respect to any Person, (i) any corporation,
      association, or other business entity (other than a partnership) of which
      more than 50% of the total voting power of shares of Capital Stock
      entitled (without regard to the occurrence of any contingency) to vote in
      the election of directors, managers or trustees thereof is at the time of
      determination owned or controlled, directly or indirectly, by such Person
      or one or more of the other Subsidiaries of that Person or a combination
      thereof and (ii) any partnership of which more than 50% of the
      partnership's capital accounts, distribution rights or general or limited
      partnership interests are owned or controlled, directly or indirectly, by
      such Person or one or more of the other Subsidiaries of that Person or a
      combination thereof.

            "TRADING DAY" shall mean, with respect to the Common Stock, so long
      as the Common Stock is listed or admitted to trading on the New York Stock
      Exchange, a day on which the New York Stock Exchange is open for the
      transaction of business, or, if the Common Stock is not listed or admitted
      to trading on the New York Stock Exchange, a day on which the principal
      national securities exchange on which the Common Stock is listed is open
      for the transaction of business, or, if the Common Stock is not so listed
      or admitted for trading on any national securities exchange, a day on
      which NASDAQ is open for the transaction of business.

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

            "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as
      amended and as in force at the date as of which this instrument was
      executed, and, to the extent required by law, as amended.

            "UNITED STATES" means the United States of America (including the
      States and the District of Columbia), and its possessions, which include
      Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
      and the Northern Mariana Islands.

            "U.S. GOVERNMENT OBLIGATIONS" has the meaning specified in Section
      15.02.

            "VALUATION DATE" has the meaning specified in Section 3.10(c).

            "VICE PRESIDENT" includes with respect to the Company and the
      Trustee, any Vice President of the Company or the Trustee, as the case may
      be, whether or not designated by a number or word or words added before or
      after the title "Vice President."

      SECTION 1.02.     COMPLIANCE CERTIFICATES AND OPINIONS.

            Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall furnish
to the Trustee an Officers' Certificate stating that all conditions precedent,
if any, 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, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such

                                      9                         Senior Indenture

<PAGE>

documents is specifically required by any provision of this Indenture relating
to such particular application or request, no additional certificate or opinion
need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 12.02) shall include:

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

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

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

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

      SECTION 1.03.     FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

            Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

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

      SECTION 1.04.     NOTICES, ETC., TO TRUSTEE AND COMPANY.

            Any Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

                                       10                       Senior Indenture
<PAGE>

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

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

            Any such Act or other document shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

      SECTION 1.05.     NOTICE TO HOLDERS; WAIVER.

            When this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given to Registered Holders (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to such Registered Holders as their names and addresses appear in the
Security Register, within the time prescribed; provided, however, that, in any
case, any notice to Holders of Floating Rate Securities regarding the
determination of a periodic rate of interest, if such notice is required
pursuant to Section 3.01, shall be sufficiently given if given in the manner
specified pursuant to Section 3.01.

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

            Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance on such waiver. In any case where notice to Holders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders, and any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given. In any case
where notice to Holders is given by publication, any defect in any notice so
published as to any particular Holder shall not affect the sufficiency of such
notice with respect to other Holders, and any notice which is published in the
manner herein provided shall be conclusively presumed to have been duly given.

      SECTION 1.06.     CONFLICT WITH TRUST INDENTURE ACT.

            If any provision hereof limits, qualifies or conflicts with the
duties imposed on any Person by the provisions of Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

                                       11                       Senior Indenture

<PAGE>

      SECTION 1.07.     EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

      SECTION 1.08.     SUCCESSORS AND ASSIGNS.

            All covenants and agreements in this Indenture by the parties hereto
shall bind their respective successors and assigns and inure to the benefit of
their permitted successors and assigns, whether so expressed or not.

      SECTION 1.09.     SEPARABILITY CLAUSE.

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

      SECTION 1.10.     BENEFITS OF INDENTURE.

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

      SECTION 1.11.     GOVERNING LAW.

            This Indenture and the Debt Securities shall be governed by and
construed in accordance with the laws of the State of New York.

      SECTION 1.12.     LEGAL HOLIDAYS.

            Unless otherwise specified pursuant to Section 3.01 or in any Debt
Security, in any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Debt Security of any series shall not be a Business Day at any
Place of Payment for the Debt Securities of that series, then (notwithstanding
any other provision of this Indenture or of the Debt Securities) payment of
principal (and premium, if any) or interest need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date or at the Stated Maturity, and no interest shall
accrue on the amount so payable for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be, to such
Business Day if such payment is made or duly provided for on such Business Day.

      SECTION 1.13.     NO SECURITY INTEREST CREATED.

            Nothing in this Indenture or in the Debt Securities, express or
implied, shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect in any jurisdiction where property of the Company or its Subsidiaries is
or may be located.

                                       12                       Senior Indenture

<PAGE>

      SECTION 1.14.     LIABILITY SOLELY CORPORATE.

            No recourse shall be had for the payment of the principal of (or
premium, if any) or the interest on any Debt Securities, or any part thereof, or
of the indebtedness represented thereby, or upon any obligation, covenant or
agreement of this Indenture, against any incorporator, or against any
stockholder, officer, director, member, manager or employee, as such, past,
present or future, of the Company or of any other Person now or hereafter an
obligor with respect to this Indenture or any Debt Securities (or any
incorporator, stockholder, officer, director, member, manager or employee of any
predecessor or successor corporation or other entity), either directly or
through the Company or of any other Person now or hereafter an obligor with
respect to this Indenture or any Debt Securities (or any such predecessor or
successor corporation or other entity), 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 agreed and understood that this Indenture and all
the Debt Securities are solely corporate obligations, and that no personal
liability whatsoever shall attach to, or be incurred by, any such incorporator,
stockholder, officer, director, member, manager or employee, past, present or
future, of the Company or of any other Person now or hereafter an obligor with
respect to this Indenture or any Debt Securities (or any incorporator,
stockholder, officer, director, member, manager or employee of any such
predecessor or successor corporation or other entity), either directly or
indirectly through the Company or of any other Person now or hereafter an
obligor with respect to this Indenture or any Debt Securities (or any such
predecessor or successor corporation or other entity), because of the
indebtedness hereby authorized or under or by reason of any of the obligations,
covenants, promises or agreements contained in this Indenture or in any of the
Debt Securities or to be implied herefrom or therefrom; and that any such
personal liability is hereby expressly waived and released as a condition of,
and as part of the consideration for, the execution of this Indenture and the
issue of Debt Securities; provided, however, that nothing herein or in the Debt
Securities contained shall be taken to prevent recourse to and the enforcement
of the liability, if any, of any stockholder or subscriber to capital stock upon
or in respect of the shares of capital stock not fully paid.

      SECTION 1.15.     INDENTURE MAY BE EXECUTED IN COUNTERPARTS

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

                                   ARTICLE TWO
                               DEBT SECURITY FORMS

      SECTION 2.01.     FORMS GENERALLY.

            The Debt Securities of each series shall be substantially in one of
the forms (including global form) established in or pursuant to a Board
Resolution or one or more indentures supplemental hereto, and shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements
placed 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 securities exchange on which any series of the Debt Securities
may be listed, or to conform to usage, all as determined by the officers
executing such Debt Securities as conclusively evidenced by their

                                       13                       Senior Indenture

<PAGE>

execution of such Debt Securities. If the form of a series of Debt Securities
(or any Global Note) is established in or pursuant to a Board Resolution, a copy
of such Board Resolution shall be delivered to the Trustee, together with an
Officers' Certificate setting forth the form of such series, at or prior to the
delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Debt Securities (or any such Global Note).

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

      SECTION 2.02.     FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

            The form of the Trustee's certificate of authentication to be borne
by the Debt Securities shall be substantially as follows:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the series of Debt Securities issued under the within
mentioned Indenture.

                                                ________________________________

                                                ________________________________

                                                By:_____________________________
                                                       Authorized Signatory

      SECTION 2.03.     SECURITIES IN GLOBAL FORM.

            If any Debt Security of a series is issuable in the form a Global
Note, such Global Note may provide that it shall represent the aggregate amount
of Outstanding Debt Securities from time to time endorsed thereon and may also
provide that the aggregate amount of Outstanding Debt Securities represented
thereby may from time to time be reduced to reflect exchanges. Any endorsement
of a Global Note to reflect the amount, or any increase or decrease in the
amount, of Outstanding Debt Securities represented thereby shall be made by the
Trustee and in such manner as shall be specified in such Global Note. Any
instructions by the Company with respect to a Global Note, after its initial
issuance, shall be in writing but need not comply with Section 1.02.

            Global Notes may be issued in either temporary or permanent form.
Permanent Global Notes will be issued in definitive form.

                                  ARTICLE THREE
                               THE DEBT SECURITIES

      SECTION 3.01.     AMOUNT UNLIMITED; ISSUABLE IN SERIES.

            The aggregate principal amount of Debt Securities which may be
issued, executed, authenticated, delivered and outstanding under this Indenture
is unlimited.

                                       14                       Senior Indenture

<PAGE>

            The Debt Securities may be issued in one or more series. There shall
be established, without the consent of any Holder, in or pursuant to a Board
Resolution and (subject to Section 3.03) set forth in an Officers' Certificate,
or established in one or more indentures supplemental hereto, prior to the
issuance of Debt Securities of any series any or all of the following:

            (1)   the form and title of the Debt Securities of the series (which
      shall distinguish the Debt Securities of such series from all other series
      of Debt Securities);

            (2)   the aggregate principal amount of such series of Debt
      Securities and any limit on the aggregate principal amount of the Debt
      Securities of the series which may be authenticated and delivered under
      this Indenture (except for Debt Securities authenticated and delivered
      upon transfer of, or in exchange for, or in lieu of, other Debt Securities
      of such series pursuant to Sections 3.04, 3.05, 3.06, 11.06 or 13.07);

            (3)   the percentage of the principal amount at which Debt
      Securities of such series will be issued and, if other than the principal
      amount thereof, the portion of the principal amount thereof payable upon
      declaration of acceleration of the maturity or upon redemption thereof or
      the method by which such portion shall be redeemable;

            (4)   the date or dates on which or periods during which the Debt
      Securities of the series may be issued, and the date or dates or the
      method by which such date or dates will be determined, on which the
      principal of (and premium, if any, on) the Debt Securities of such series
      are or may be payable (which, if so provided in such Board Resolution or
      supplemental indenture, may be determined by the Company from time to time
      as set forth in the Debt Securities of the series issued from time to
      time);

            (5)   the rate or rates (which may be variable or fixed) at which
      the Debt Securities of the series shall bear interest, if any, or the
      method by which such rate or rates shall be determined, the date or dates
      from which such interest, if any, shall accrue or the method by which such
      date or dates shall be determined (which, in either case or both, if so
      provided in such Board Resolution or supplemental indenture, may be
      determined by the Company from time to time and set forth in the Debt
      Securities of the series issued from time to time); and the Interest
      Payment Dates on which such interest shall be payable (or the method of
      determination thereof), and the Regular Record Dates, if any, for the
      interest payable on such Interest Payment Dates and the notice, if any, to
      Holders regarding the determination of interest, the manner of giving such
      notice, the basis upon which interest shall be calculated if other than
      that of a 360-day year of twelve 30-day months and any conditions or
      contingencies as to the payment of interest in cash or otherwise, if any;

            (6)   the place or places, if any, in addition to or instead of the
      Corporate Trust Office of the Trustee, where the principal of (and
      premium, if any) and interest on Debt Securities of the series shall be
      payable; the extent to which, or the manner in which, any interest payable
      on any Global Note on an Interest Payment Date will be paid, if other than
      in the manner provided in Section 3.07; and the manner in which any
      principal of, or premium, if any, on, any Global Note will be paid, if
      other than as set forth elsewhere herein and whether any Global Note will
      require any notation to evidence payment of principal or interest;

                                       15                       Senior Indenture

<PAGE>

            (7)   the obligation, if any, of the Company to redeem, repay,
      purchase or offer to purchase Debt Securities of the series pursuant to
      any mandatory redemption, sinking fund or analogous provisions or upon
      other conditions or at the option of the Holder thereof, and the period or
      periods within which or the dates on which, the prices at which and the
      terms and conditions upon which the Debt Securities of the series shall be
      redeemed, repaid, purchased or offered to be purchased, in whole or in
      part, pursuant to such obligation;

            (8)   the right, if any, of the Company to redeem the Debt
      Securities of such series at its option and the period or periods within
      which, or the date or dates on which, the price or prices at which, and
      the terms and conditions upon which such Debt Securities may be redeemed,
      if any, in whole or in part, at the option of the Company or otherwise;

            (9)   if the Currency in which the Debt Securities shall be issuable
      is in Dollars, the denominations of such Debt Securities if other than
      denominations of $1,000 and any integral multiple thereof (except as
      provided in Section 3.04);

            (10)  whether the Debt Securities of the series are to be issued as
      Discount Securities and the amount of discount with which such Debt
      Securities may be issued and, if other than the principal amount thereof,
      the portion of the principal amount of Debt Securities of the series which
      shall be payable upon declaration of acceleration of the Maturity thereof
      pursuant to Section 5.02;

            (11)  provisions, if any, for the defeasance or discharge of certain
      of the Company's obligations with respect to Debt Securities of the
      series;

            (12)  whether the payment of the principal of and premium, if any,
      and interest, if any, on the Debt Securities will be without deduction for
      taxes, assessments or governmental charges paid by the Holders thereof;

            (13)  if other than Dollars, the Foreign Currency or Currencies in
      which Debt Securities of the series shall be denominated or in which
      payment of the principal of (and premium, if any) and interest on the Debt
      Securities of the series may be made, and the particular provisions
      applicable thereto and, if applicable, the amount of Debt Securities of
      the series which entitles the Holder of a Debt Security of the series or
      its proxy to one vote for purposes of Section 9.05;

            (14)  if the principal of (and premium, if any) or interest on Debt
      Securities of the series are to be payable, at the election of the Company
      or a Holder thereof, in a Currency other than that in which the Debt
      Securities are denominated or payable without such election, in addition
      to or in lieu of the provisions of Section 3.10, the period or periods
      within which and the terms and conditions upon which, such election may be
      made and the time and the manner of determining the exchange rate or rates
      between the Currency or Currencies in which the Debt Securities are
      denominated or payable without such election and the Currency or
      Currencies in which the Debt Securities are to be paid if such election is
      made;

            (15)  the date as of which any Debt Securities of the series shall
      be dated, if other than as set forth in Section 3.03;

                                       16                       Senior Indenture

<PAGE>

            (16)  if the amount of payments of principal of (and premium, if
      any) or interest on the Debt Securities of the series may be determined
      with reference to an index, including, but not limited to, an index based
      on a Currency or Currencies other than that in which the Debt Securities
      are denominated or payable, or any other type of index, the manner in
      which such amounts shall be determined;

            (17)  if the Debt Securities of the series are denominated or
      payable in a Foreign Currency, any other terms concerning the payment of
      principal of (and premium, if any) or any interest on such Debt Securities
      (including the Currency or Currencies of payment thereof);

            (18)  the designation of the original Currency Determination Agent,
      if any;

            (19)  the applicable Overdue Rate, if any;

            (20)  if the Debt Securities of the series do not bear interest, the
      applicable dates for purposes of Section 7.01;

            (21)  any addition to, or modification or deletion of, any Events of
      Default, covenants or term of the subordination provided for with respect
      to Debt Securities of the series;

            (22)  whether the Debt Securities of the series shall be issued in
      whole or in part in the form of one or more Global Notes and, in such
      case, the Depositary for such Global Note or Notes; and if the Debt
      Securities of the series are issuable only as Registered Securities, the
      manner in which and the circumstances under which Global Notes
      representing Debt Securities of the series may be exchanged for Registered
      Securities in definitive form, if other than, or in addition to, the
      manner and circumstances specified in Section 3.04(b);

            (23)  the designation, if any, of any depositaries, trustees (other
      than the applicable Trustee), Paying Agents, Authenticating Agents,
      Security Registrars (other than the Trustee) or other agents with respect
      to the Debt Securities of such series;

            (24)  if the Debt Securities of such series will be issuable in
      definitive form only upon receipt of certain certificates or other
      documents or upon satisfaction of certain conditions, the form and terms
      of such certificates, documents or conditions;

            (25)  whether the Debt Securities of such series will be convertible
      into shares of Common Stock and, if so, the terms and conditions, which
      may be in addition to or in lieu of the provisions contained herein, upon
      which such Debt Securities will be so convertible, including the
      conversion price and the conversion period;

            (26)  the portion of the principal amount of the Debt Securities
      which will be payable upon declaration of acceleration of the maturity
      thereof, if other than the principal amount thereof;

            (27)  the nature, content and date for reports by the Company to the
      Holders of the offered Debt Securities;

                                       17                       Senior Indenture

<PAGE>

            (28)  any change in the right of the Trustee or the Holders to
      declare the principal of, and premium and interest on, such Debt
      Securities due and payable;

            (29)  whether the Debt securities of such series will be entitled to
      the benefit of any guarantees of any Subsidiary of the Company on the
      terms set forth in Article Seventeen, and if so, any changes, additions or
      other modifications to Article Seventeen and which Subsidiaries of the
      Company shall so guarantee such Debt Securities; and

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

            All Debt Securities of any one series shall be substantially
identical except as to denomination, rate of interest, Stated Maturity and the
date from which interest, if any, shall accrue, which, as set forth above, may
be determined by the Company from time to time as to Debt Securities of a series
if so provided in or established pursuant to the authority granted in a Board
Resolution or in any such indenture supplemental hereto, and except as may
otherwise be provided in or pursuant to such Board Resolution and (subject to
Section 3.03) set forth in such Officers' Certificate, or in any such indenture
supplemental hereto. All Debt Securities of any one series need not be issued at
the same time, and unless otherwise provided, a series may be reopened for
issuance of additional Debt Securities of such series.

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

      SECTION 3.02.     DENOMINATIONS.

            In the absence of any specification pursuant to Section 3.01 with
respect to the Debt Securities of any series, the Debt Securities of such series
shall be issuable only as Registered Securities in denominations of $1,000 and
any integral multiple thereof and shall be payable only in Dollars.

      SECTION 3.03.     EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

            The Debt Securities of any series shall be executed on behalf of the
Company by its Chairman of the Board of Directors, Chief Executive Officer,
President, Chief Financial Officer, one of its Vice Presidents or its Treasurer.
The signature of any of these officers may be manual or facsimile. The seal of
the Company, if any, may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Debt Securities

            Debt 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 Debt
Securities or did not hold such offices at the date of such Debt Securities.

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Debt Securities of any series,
executed by the Company, to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Debt Securities and
the Trustee in accordance with the Company Order shall authenticate

                                       18                       Senior Indenture

<PAGE>

and deliver such Debt Securities. If all the Debt Securities of any one series
are not to be issued at one time and if a Board Resolution or supplemental
indenture relating to such series shall so permit, such Company Order may set
forth procedures acceptable to the Trustee for the issuance of such Debt
Securities such as interest rate, Stated Maturity, date of issuance and date
from which interest, if any, shall accrue. If any Debt Security shall be
represented by a permanent Global Note, then, for purposes of this Section and
Section 3.04, the notation of a beneficial owner's interest therein upon
original issuance of such Debt Security or upon exchange of a portion of a
temporary Global Note shall be deemed to be delivery in connection with the
original issuance of such beneficial owner's interest in such permanent Global
Note.

            The Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, prior to the authentication and
delivery of the Debt Securities of such series, (i) the supplemental indenture
or the Board Resolution by or pursuant to which the form and terms of such Debt
Securities have been approved and (ii) an Opinion of Counsel substantially to
the effect that:

            (1)   all instruments furnished by the Company to the Trustee in
      connection with the authentication and delivery of such Debt Securities
      conform to the requirements of this Indenture and constitute sufficient
      authority hereunder for the Trustee to authenticate and deliver such Debt
      Securities;

            (2)   the forms and terms of such Debt Securities have been
      established in conformity with the provisions of this Indenture;

            (3)   in the event that the forms or terms of such Debt Securities
      have been established in a supplemental indenture, the execution and
      delivery of such supplemental indenture has been duly authorized by all
      necessary corporate action of the Company, such supplemental indenture has
      been duly executed and delivered by the Company and, assuming due
      authorization, execution and delivery by the Trustee, is a valid and
      binding obligation enforceable against the Company in accordance with its
      terms, subject to applicable bankruptcy, insolvency and similar laws
      affecting creditors' rights generally and subject, as to enforceability,
      to general principles of equity (regardless of whether enforcement is
      sought in a proceeding in equity or at law);

            (4)   the execution and delivery of such Debt Securities have been
      duly authorized by all necessary corporate action of the Company and such
      Debt Securities have been duly executed by the Company and, assuming due
      authentication by the Trustee and delivery by the Company, are valid and
      binding obligations of the Company, enforceable against the Company in
      accordance with their terms, entitled to the benefit of the Indenture,
      subject to applicable bankruptcy, insolvency and similar laws affecting
      creditors' rights generally and subject, as to enforceability, to general
      principles of equity (regardless of whether enforcement is sought in a
      proceeding in equity or at law) and subject to such other exceptions as
      counsel shall request and as to which the Trustee shall not reasonably
      object; and

            (5)   the amount of Debt Securities Outstanding of such series,
      together with the amount of such Debt Securities, does not exceed any
      limit established under the terms of this Indenture on the amount of Debt
      Securities of such series that may be authenticated and delivered.

                                       19                       Senior Indenture

<PAGE>

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

            Each Registered Security shall be dated the date of its
authentication.

            No Debt Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Debt Security a certificate of authentication substantially in one of the forms
provided for herein duly executed by the Trustee or by an Authenticating Agent,
and such certificate upon any Debt Security shall be conclusive evidence, and
the only evidence, that such Debt Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Debt Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Debt Security to the Trustee for cancellation
as provided in Section 3.08 together with a written statement (which need not
comply with Section 1.02) stating that such Debt Security has never been issued
and sold by the Company, for all purposes of this Indenture such Debt Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

      SECTION 3.04.     TEMPORARY DEBT SECURITIES; GLOBAL NOTES REPRESENTING
                        REGISTERED SECURITIES.

            (a)   Pending the preparation of definitive Registered Securities of
any series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Registered Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination for Registered Securities of such series, substantially of the
tenor of the definitive Registered Securities in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Registered Securities may determine,
as conclusively evidenced by their execution of such Registered Securities.
Every such temporary Registered Security shall be executed by the Company and
shall be authenticated and delivered by the Trustee upon the same conditions and
in substantially the same manner, and with the same effect, as the definitive
Registered Securities in lieu of which they are issued.

            If temporary Debt Securities of any series are issued, the Company
will cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series, of a like Stated Maturity and with
like terms and provisions, upon surrender of the temporary Debt Securities of
such series at the office or agency of the Company in a Place of Payment for
such series, without charge to the Holder, except as provided in Section 3.05 in
connection with a transfer. Upon surrender for cancellation of any one or more
temporary Debt Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Debt Securities of the same series of authorized
denominations and of a like Stated Maturity and like terms and provisions. Until
so exchanged, the temporary Registered Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Registered Securities of such series.

                                       20                       Senior Indenture

<PAGE>

            (b)   If the Company shall establish pursuant to Section 3.01 that
the Registered Securities of a series are to be issued in whole or in part in
the form of one or more Global Notes, then the Company shall execute and the
Trustee shall, in accordance with Section 3.03 and the Company Order with
respect to such series, authenticate and deliver one or more Global Notes in
temporary or permanent form that (i) shall represent and shall be denominated in
an amount equal to the aggregate principal amount of the Outstanding Debt
Securities of such series to be represented by one or more Global Notes, (ii)
shall be registered in the name of the Depositary for such Global Note or Notes
or the nominee of such depositary, (iii) shall be delivered by the Trustee to
such Depositary or delivered or held pursuant to such Depositary's instructions,
and (iv) shall bear a legend substantially to the following effect: "THIS DEBT
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY, UNLESS AND UNTIL
THIS DEBT SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR DEBT SECURITIES IN
DEFINITIVE FORM."

            Each Depositary designated pursuant to Section 3.01 must, at the
time of its designation and at all times while it serves as Depositary, be a
clearing agency registered under the Exchange Act and any other applicable
statute or regulation.

            Notwithstanding any other provision of this Section or Section 3.05,
unless and until a Global Note is exchanged in whole or in part for Registered
Securities in definitive form, a Global Note representing all or a portion of
the Registered Securities of a series may not be transferred except as a whole
by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.

            If at any time the Depositary for the Debt Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Debt Securities of such series or if at any time the Depositary for Debt
Securities of a series shall no longer be a clearing agency registered and in
good standing under the Exchange Act or other applicable statute or regulation
(as required by this Section 3.04), the Company shall appoint a successor
Depositary eligible under this Section 3.04 with respect to the Debt Securities
of such series. If a successor Depositary for the Debt Securities of such series
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Debt Securities of such series, will authenticate and deliver,
Registered Securities of such series in definitive form in an aggregate
principal amount equal to the principal amount of the Global Note or Notes
representing such series in exchange for such Global Note or Notes.

            The Company may at any time and in its sole discretion determine
that the Registered Securities of any series issued in the form of one or more
Global Notes shall no longer be represented by such Global Note or Notes. In
such event, the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Debt Securities of such
series, will authenticate and deliver, Registered Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global Note or Notes representing such series in exchange for such
Global Note or Notes.

                                       21                       Senior Indenture

<PAGE>

            If the Registered Securities of any series shall have been issued in
the form of one or more Global Notes and if an Event of Default with respect to
the Debt Securities of such series shall have occurred and be continuing, the
Company will promptly execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of definitive Debt Securities of such
series, will authenticate and deliver, Registered Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global Note or Notes representing such series in exchange for such
Global Note or Notes.

            If specified by the Company pursuant to Section 3.01 with respect to
Registered Securities of a series, the Depositary for such series of Registered
Securities may surrender a Global Note for such series of Debt Securities in
exchange in whole or in part for Registered Securities of such series in
definitive form on such terms as are acceptable to the Company and such
depositary. Thereupon, the Company shall execute and the Trustee shall
authenticate and deliver, without charge:

            (i)   to each Person specified by the Depositary a new Registered
      Security or Securities of the same series, of any authorized denomination
      as requested by such Person in an aggregate principal amount equal to and
      in exchange for such Person's beneficial interest in the Global Note; and

            (ii)  to the Depositary a new Global Note in a denomination equal to
      the difference, if any, between the principal amount of the surrendered
      Global Note and the aggregate principal amount of Registered Securities
      delivered to Holders thereof.

            Upon the exchange of a Global Note for Registered Securities in
definitive form, such Global Note shall be cancelled by the Trustee. Debt
Securities issued in exchange for a Global Note pursuant to this subsection (b)
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Note, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Debt Securities to the Persons in whose names such Debt
Securities are so registered.

      SECTION 3.05.     REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

            (a)   The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the registers maintained in such office and in
any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "SECURITY REGISTER") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Securities and of transfers and exchanges of
Registered Securities. The Trustee is hereby appointed "SECURITY REGISTRAR" for
the purpose of registering Registered Securities and registering transfers and
exchanges of Registered Securities as herein provided; provided, however, that
the Company may appoint co-Security Registrars at its option.

            Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency of the Company maintained for
such purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee, one or more new Registered
Securities of the same series of like aggregate principal amount of such
denominations as are authorized for Registered Securities of such series and of
a like Stated Maturity and with like terms and conditions.

                                      22                        Senior Indenture

<PAGE>

            Except as otherwise provided in Section 3.04 and this Section 3.05,
at the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of like aggregate
principal amount and of a like Stated Maturity and with like terms and
conditions, upon surrender of the Registered Securities to be exchanged at such
office or agency. Whenever any Registered Securities are surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the exchange is
entitled to receive.

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

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

            No service charge will be made for any transfer or exchange of Debt
Securities except as provided in Section 3.06. The Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration, transfer or exchange of Debt
Securities, other than those expressly provided in this Indenture to be made at
the Company's own expense or without expense or without charge to the Holders.

            The Company shall not be required (i) to register, transfer or
exchange Debt Securities of any series during a period beginning at the opening
of business 15 days before the day of the transmission of a notice of redemption
of Debt Securities of such series selected for redemption under Section 13.03
and ending at the close of business on the day of such transmission, or (ii) to
register, transfer or exchange any Debt Security so selected for redemption in
whole or in part, except the unredeemed portion of any Debt Security being
redeemed in part.

      SECTION 3.06.     MUTILATED, DESTROYED, LOST AND STOLEN DEBT SECURITIES.

            If (i) any mutilated Debt Security is surrendered to the Trustee at
its Corporate Trust Office, or (ii) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Debt Security,
and there is delivered to the Company and the Trustee such security or indemnity
as may be required by them to save each of them and any Paying Agent harmless,
and neither the Company nor the Trustee receives notice that such Debt Security
has been acquired by a bona fide purchaser, then the Company shall execute and
upon Company Request the Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Debt Security, a new
Debt Security of the same series of like Stated Maturity and with like terms and
conditions and like principal amount, bearing a number not contemporaneously
used with respect to any Debt Securities Outstanding. If, after the delivery of
such replacement Debt Security, a bona fide purchaser of the original Debt
Security in lieu of which such replacement Debt Security was issued presents for
payment or registration such original Debt Security, the Trustee and the
Company, as applicable, shall be entitled to recover such replacement Debt
Security from the Person to whom it was delivered or any Person taking
therefrom, except a bona fide purchaser thereof, and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or

                                       23                       Senior Indenture

<PAGE>

expense incurred by the Company or the Trustee, or any agent or agents of any of
them, in connection therewith.

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

            Upon the issuance of any new Debt Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in respect thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

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

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

      SECTION 3.07.     PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

            (a)   Interest on any Registered Security which is payable and is
punctually paid or duly provided for on any Interest Payment Date shall be paid
to the Person in whose name such Registered Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest notwithstanding the cancellation of such Registered Security
upon any transfer or exchange subsequent to the Regular Record Date. Unless
otherwise specified as contemplated by Section 3.01 with respect to the Debt
Securities of any series, payment of interest on Registered Securities shall be
made at the place or places specified pursuant to Section 3.01 or, at the option
of the Company, by check mailed to the address of the Person entitled thereto as
such address appears in the Security Register or, if provided pursuant to
Section 3.01, by wire transfer to an account designated by the Registered
Holder.

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

            (1)   The Company may elect to make payment of any Defaulted
      Interest to the Persons in whose names such Registered 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 proposed
      to be paid on each such Registered Security and the date of the proposed
      payment, and at the same time the Company shall deposit with the Trustee
      an amount of money in the

                                       24                       Senior Indenture

<PAGE>

      Currency or Currency unit in which the Debt Securities of such series are
      payable (except as otherwise specified pursuant to Sections 3.01 or 3.10)
      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 date shall be not more than 15 days and not less than 10
      days prior to the date of the proposed payment and not less than 10 days
      after the receipt by the Trustee of the notice of the proposed payment.
      The Trustee shall promptly notify the Company of such Special Record Date
      and, in the name and at the expense of the Company, shall cause notice of
      the proposed payment of such Defaulted Interest and the Special Record
      Date therefor to be mailed, first-class postage prepaid, to the Holders of
      such Registered Securities at their addresses as they appear in the
      Security Register, not less than 10 days prior to such Special Record
      Date. Notice of the proposed payment of such Defaulted Interest and the
      Special Record Date therefor having been mailed as aforesaid, such
      Defaulted Interest shall be paid to the Persons in whose names such
      Registered Securities (or their respective Predecessor Securities) are
      registered at the close of business on such Special Record Date and shall
      no longer be payable pursuant to the following clause (2).

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

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

            (d)   Interest payable with respect to Debt Securities surrendered
for conversion shall be subject to the provisions of Section 16.09.

      SECTION 3.08.     CANCELLATION.

            Unless otherwise specified pursuant to Section 3.01 for Debt
Securities of any series, all Debt Securities surrendered for payment,
redemption, transfer, exchange or credit against any sinking fund shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee.
All Registered Securities so delivered shall be promptly cancelled by the
Trustee. The Company may at any time deliver to the Trustee for cancellation any
Debt Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Debt Securities previously authenticated hereunder which the Company has not
issued, and all Debt Securities so delivered shall be promptly cancelled by the
Trustee. No Debt Securities shall be authenticated in lieu of or in exchange for
any Debt Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Debt Securities held by the Trustee
shall be delivered to the Company upon Company Request. The acquisition of any
Debt Securities by the Company shall not operate as a redemption or satisfaction
of the indebtedness represented thereby unless and until such Debt

                                       25                       Senior Indenture

<PAGE>

Securities are surrendered to the Trustee for cancellation. Permanent Global
Notes shall not be destroyed until exchanged in full for definitive Debt
Securities or until payment thereon is made in full.

      SECTION 3.09.     COMPUTATION OF INTEREST.

            Except as otherwise specified pursuant to Section 3.01 for Debt
Securities of any series, interest on the Debt Securities of each series shall
be computed on the basis of a 360-day year of twelve 30-day months.

      SECTION 3.10.     CURRENCY OF PAYMENTS IN RESPECT OF DEBT SECURITIES.

            (a)   With respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, except as
provided in paragraph (d) below, payment of the principal of (and premium, if
any) and any interest on any Registered Security of such series will be made in
the Currency in which such Registered Security is payable.

            (b)   It may be provided pursuant to Section 3.01 with respect to
the Registered Securities of any series that Holders shall have the option,
subject to paragraphs (d) and (e) below, to receive payments of principal of
(and premium, if any) and any interest on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee a written election, to be in form and substance satisfactory to the
Trustee, not later than the close of business on the Election Date immediately
preceding the applicable payment date. If a Holder so elects to receive such
payments in any such Currency, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee (but any such change must be made
not later than the close of business on the Election Date immediately preceding
the next payment date to be effective for the payment to be made on such payment
date and no such change or election may be made with respect to payments to be
made on any Registered Security of such series with respect to which an Event of
Default has occurred or notice of redemption has been given by the Company
pursuant to Article Thirteen). Any Holder of any such Registered Security who
shall not have delivered any such election to the Trustee by the close of
business on the applicable Election Date will be paid the amount due on the
applicable payment date in the relevant Currency as provided in paragraph (a) of
this Section 3.10.

            (c)   If the election referred to in paragraph (b) above has been
provided for pursuant to Section 3.01, then not later than the fourth Business
Day after the Election Date for each payment date, the Trustee will deliver to
the Company a written notice specifying the Currency in which each such of the
Registered Securities is payable, the respective aggregate amounts of principal
of (and premium, if any) and any interest on the Registered Securities to be
paid on such payment date, specifying the amounts so payable in respect of the
Registered Securities as to which the Holders of Registered Securities
denominated in any Currency shall have elected to be paid in another Currency as
provided in paragraph (b) above. If the election referred to in paragraph (b)
above has been provided for pursuant to Section 3.01 and if at least one Holder
has made such election, then, on the second Business Day preceding each payment
date, the Company will deliver to the Trustee an Exchange Rate Officer's
Certificate in respect of the Currency payments to be made on such payment date.
The Currency amount receivable by Holders of Registered Securities who have
elected payment in a Currency as provided in paragraph (b) above shall be
determined by the Company on the basis of the applicable Market

                                       26                       Senior Indenture

<PAGE>

Exchange Rate in effect on the third Business Day (the "VALUATION DATE")
immediately preceding each payment date.

            (d)   If a Conversion Event occurs with respect to a Foreign
Currency, or any other Currency unit in which any of the Debt Securities are
denominated or payable other than pursuant to an election provided for pursuant
to paragraph (b) above, then with respect to each date for the payment of
principal of (and premium, if any) and any interest on the applicable Debt
Securities denominated or payable in such Foreign Currency, or such other
Currency unit occurring after the last date on which such Foreign Currency, or
such other Currency unit was used (the "CONVERSION DATE"), the Dollar shall be
the Currency of payment for use on each such payment date. The Dollar amount to
be paid by the Company to the Trustee and by the Trustee or any Paying Agent to
the Holders of such Debt Securities with respect to such payment date shall be
the Dollar Equivalent of the Foreign Currency or, in the case of a Currency
unit, the Dollar Equivalent of the Currency Unit, in each case as determined by
the Currency Determination Agent, if any, or, if there shall not be a Currency
Determination Agent, then by the Trustee, in the manner provided in paragraph
(f) or (g) below.

            (e)   If the Holder of a Registered Security denominated in any
Currency shall have elected to be paid in another Currency as provided in
paragraph (b) above, and a Conversion Event occurs with respect to such elected
Currency, such Holder shall receive payment in the Currency in which payment
would have been made in the absence of such election. If a Conversion Event
occurs with respect to the Currency in which payment would have been made in the
absence of such election, such Holder shall receive payment in Dollars as
provided in paragraph (d) of this Section 3.10.

            (f)   The "DOLLAR EQUIVALENT OF THE FOREIGN CURRENCY" shall be
determined by the Currency Determination Agent, if any, or, if there shall not
be a Currency Determination Agent, then by the Trustee, and shall be obtained
for each subsequent payment date by converting the specified Foreign Currency
into Dollars at the Market Exchange Rate on the Conversion Date.

            (g)   The "DOLLAR EQUIVALENT OF THE CURRENCY UNIT" shall be
determined by the Currency Determination Agent, if any, or, if there shall not
be a Currency Determination Agent, then by the Trustee, and subject to the
provisions of paragraph (h) below, shall be the sum of each amount obtained by
converting the Specified Amount of each Component Currency into Dollars at the
Market Exchange Rate for such Component Currency on the Valuation Date with
respect to each payment.

            (h)   For purposes of this Section 3.10 the following terms shall
have the following meanings:

            A "COMPONENT CURRENCY" shall mean any Currency which, on the
      Conversion Date, was a component Currency of the relevant Currency unit.

            A "SPECIFIED AMOUNT" of a Component Currency shall mean the number
      of units of such Component Currency or fractions thereof which were
      represented in the relevant Currency unit on the Conversion Date. If after
      the Conversion Date the official unit of any Component Currency is altered
      by way of combination or subdivision, the Specified Amount of such
      Component Currency shall be divided or multiplied in the same proportion.
      If after the Conversion Date two or more Component Currencies are
      consolidated into a single Currency, the respective Specified Amounts of
      such Component Currencies shall be replaced by an amount in such single
      Currency equal to

                                       27                       Senior Indenture

<PAGE>

      the sum of the respective Specified Amounts of such consolidated Component
      Currencies expressed in such single Currency, and such amount shall
      thereafter be a Specified Amount and such single Currency shall thereafter
      be a Component Currency. If after the Conversion Date any Component
      Currency shall be divided into two or more Currencies, the Specified
      Amount of such Component Currency shall be replaced by amounts of such two
      or more Currencies with appropriate Dollar equivalents at the Market
      Exchange Rate on the date of such replacement equal to the Dollar
      equivalent of the Specified Amount of such former Component Currency at
      the Market Exchange Rate on such date, and such amounts shall thereafter
      be Specified Amounts and such Currencies shall thereafter be Component
      Currencies. If after the Conversion Date of the relevant Currency unit a
      Conversion Event (other than any event referred to above in this
      definition of "Specified Amount") occurs with respect to any Component
      Currency of such Currency unit, the Specified Amount of such Component
      Currency shall, for purposes of calculating the Dollar Equivalent of the
      Currency Unit, be converted into Dollars at the Market Exchange Rate in
      effect on the Conversion Date of such Component Currency.

            "ELECTION DATE" shall mean the record date with respect to any
      payment date, and with respect to the Maturity shall mean the record date
      (if within 16 or fewer days prior to the Maturity) immediately preceding
      the Maturity, and with respect to any series of Debt Securities whose
      record date immediately preceding the Maturity is more than 16 days prior
      to the Maturity or any series of Debt Securities for which no record dates
      are provided with respect to interest payments, shall mean the date which
      is 16 days prior to the Maturity.

            (i)   All decisions and determinations of the Trustee or the
Currency Determination Agent, if any, regarding the Dollar Equivalent of the
Foreign Currency, the Dollar Equivalent of the Currency Unit and the Market
Exchange Rate shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive for all purposes and irrevocably binding upon the
Company and all Holders of the Debt Securities denominated or payable in the
relevant Currency. In the event of a Conversion Event with respect to a Foreign
Currency, the Company, after learning thereof, will immediately give written
notice thereof to the Trustee (and the Trustee will promptly thereafter give
notice in the manner provided in Section 1.05 to the Holders) specifying the
Conversion Date. In the event of a Conversion Event with respect to any Currency
unit in which Debt Securities are denominated or payable, the Company, after
learning thereof, will immediately give notice thereof to the Trustee (and the
Trustee will promptly thereafter give written notice in the manner provided in
Section 1.05 to the Holders) specifying the Conversion Date and the Specified
Amount of each Component Currency on the Conversion Date. In the event of any
subsequent change in any Component Currency as set forth in the definition of
Specified Amount above, the Company, after learning thereof, will similarly give
written notice to the Trustee. The Trustee shall be fully justified and
protected in relying and acting upon information received by it from the Company
and the Currency Determination Agent, if any, and shall not otherwise have any
duty or obligation to determine such information independently.

            (j)   For purposes of any provision of the Indenture where the
Holders of Outstanding Debt Securities may perform an Act which requires that a
specified percentage of the Outstanding Debt Securities of all series perform
such Act and for purposes of any decision or determination by the Trustee of
amounts due and unpaid for the principal (and premium, if any) and interest on
the Debt Securities of all series in respect of which moneys are to be disbursed
ratably, the principal of (and premium, if any) and interest on the Outstanding
Debt Securities denominated in a Foreign Currency will be the amount in Dollars
based upon the Market Exchange Rate for Debt Securities of such series, as of
the date for determining whether the

                                       28                       Senior Indenture

<PAGE>

Holders entitled to perform such Act have performed it, or as of the date of
such decision or determination by the Trustee, as the case may be.

      SECTION 3.11.     JUDGMENTS.

            If for the purpose of obtaining a judgment in any court with respect
to any obligation of the Company hereunder or under any Debt Security, it shall
become necessary to convert into any other Currency any amount in the Currency
due hereunder or under such Debt Security, then such conversion shall be made at
the Market Exchange Rate as in effect on the date the Company shall make payment
to any Person in satisfaction of such judgment. If pursuant to any such
judgment, conversion shall be made on a date other than the date payment is made
and there shall occur a change between such Market Exchange Rate and the Market
Exchange Rate as in effect on the date of payment, the Company agrees to pay
such additional amounts (if any) as may be necessary to ensure that the amount
paid is equal to the amount in such other Currency which, when converted at the
Market Exchange Rate as in effect on the date of payment or distribution, is the
amount then due hereunder or under such Debt Security. Any amount due from the
Company under this Section 3.11 shall be due as a separate debt and is not to be
affected by or merged into any judgment being obtained for any other sums due
hereunder or in respect of any Debt Security. In no event, however, shall the
Company be required to pay more in the Currency or Currency unit due hereunder
or under such Debt Security at the Market Exchange Rate as in effect when
payment is made than the amount of Currency stated to be due hereunder or under
such Debt Security so that in any event the Company's obligations hereunder or
under such Debt Security will be effectively maintained as obligations in such
Currency, and the Company shall be entitled to withhold (or be reimbursed for,
as the case may be) any excess of the amount actually realized upon any such
conversion over the amount due and payable on the date of payment or
distribution.

      SECTION 3.12.     EXCHANGE UPON DEFAULT.

            If default is made in the payments referred to in Section 12.01, the
Company hereby undertakes that upon presentation and surrender of a permanent
Global Note to the Trustee (or to any other Person or at any other address as
the Company may designate in writing), on any Business Day on or after the
maturity date thereof the Company will issue and the Trustee will authenticate
and deliver to the Holder of such permanent Global Note duly executed and
authenticated definitive Debt Securities with the same issue date and maturity
date as set out in such permanent Global Note.

      SECTION 3.13.     CUSIP AND ISN NUMBERS.

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

                                       29                       Senior Indenture

<PAGE>

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

      SECTION 4.01.     SATISFACTION AND DISCHARGE OF INDENTURE.

            This Indenture, with respect to the Debt Securities of any series
(if all series issued under this Indenture are not to be affected), shall, upon
a Company Request, cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of such Debt Securities herein
expressly provided for and rights to receive payments of principal (and premium,
if any) and interest on such Debt Securities) and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

            (1)   either

            (A)   all Debt Securities of such series theretofore authenticated
      and delivered (other than (i) Debt Securities of such series which have
      been destroyed, lost or stolen and which have been replaced or paid as
      provided in Section 3.06, and (ii) Debt Securities of such series for
      whose payment money has theretofore been deposited in trust or segregated
      and held in trust by the Company and thereafter repaid to the Company or
      discharged from such trust, as provided in Section 12.04) have been
      delivered to the Trustee for cancellation; or

            (B)   all Debt Securities of such series not theretofore delivered
      to the Trustee for cancellation,

                        (i)   have become due and payable, or

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

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

            and the Company, either complies with any other condition or terms
            specified pursuant to Section 3.01, or if not so specified in the
            case of (i), (ii) or (iii) of this subclause (B), has irrevocably
            deposited or caused to be deposited with the Trustee as trust funds
            in trust for such purpose an amount in the Currency in which such
            Debt Securities are denominated (except as otherwise provided
            pursuant to Section 3.01 or 3.10) sufficient to pay and discharge
            the entire indebtedness on such Debt Securities for principal (and
            premium, if any) and interest to the date of such deposit (in the
            case of Debt Securities which have become due and payable) or to the
            Stated Maturity or Redemption Date, as the case may be; provided,
            however, in the event a petition for relief under the Federal
            bankruptcy laws, as now or hereafter constituted, or any other
            applicable Federal or state bankruptcy, insolvency or other similar
            law, is filed with respect to the Company within 91 days after the
            deposit and the Trustee is required to return the deposited money to
            the Company, the obligations of the Company under this Indenture
            with respect to such Debt Securities shall not be deemed terminated
            or discharged;

                                       30                       Senior Indenture

<PAGE>

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Trustee to any Authenticating Agent under Section 6.14, the obligations of
the Company under Section 12.01, and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 4.02 and the last paragraph of Section
12.04, shall survive. If, after the deposit referred to in this Section 4.01 has
been made, (x) the Holder of a Debt Security is entitled to, and does, elect
pursuant to Section 3.10(b), to receive payment in a Currency other than that in
which the deposit pursuant to this Section 4.01 was made, or (y) if a Conversion
Event occurs with respect to the Currency in which the deposit was made or
elected to be received by the Holder pursuant to Section 3.10(b), then the
indebtedness represented by such Debt Security shall be fully discharged to the
extent that the deposit made with respect to such Debt Security shall be
converted into the Currency in which such payment is made.

      SECTION 4.02.     APPLICATION OF TRUST MONEY.

            Subject to the provisions of the last paragraph of Section 12.04,
all money deposited with the Trustee pursuant to Section 4.01 shall be held in
trust and applied by it, in accordance with the provisions of the Debt
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee.

                                  ARTICLE FIVE
                                    REMEDIES

      SECTION 5.01.     EVENTS OF DEFAULT.

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

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

            (2)   default in the payment of the principal of (and premium, if
      any, on) any Debt Security of such series at its Maturity; or

            (3)   default in the deposit of any sinking fund payment or
      analogous obligation when and as due by the terms of a Debt Security of
      such series; or

                                       31                       Senior Indenture

<PAGE>

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

            (5)   if such Debt Securities are guaranteed by any one or more
      Subsidiaries of the Company, except as otherwise permitted pursuant to
      Section 3.01 for Debt Securities of such series, such guarantee or
      guarantees, as applicable, shall be held in any judicial proceeding to be
      unenforceable or invalid or shall cease for any reason to be in full force
      and effect, or any such Subsidiary guarantor (or Person acting on its
      behalf) shall deny or disaffirm its obligations under such guarantee
      (other than by reason of the termination of this Indenture or the release
      of any such guarantee in accordance with this Indenture);

            (6)   the entry of a decree or order for relief in respect of the
      Company by a court having jurisdiction in the premises in an involuntary
      case under the Federal bankruptcy laws, as now or hereafter constituted,
      or any other applicable Federal or State bankruptcy, insolvency or other
      similar law, or a decree or order adjudging the Company a bankrupt or
      insolvent, or approving as properly filed a petition seeking
      reorganization, arrangement, adjustment or composition of or in respect of
      the Company under any applicable Federal or State law, or appointing a
      receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
      similar official) of the Company or of any substantial part of its
      property, or ordering the winding up or liquidation of its affairs, and
      the continuance of any such decree or order unstayed and in effect for a
      period of 90 consecutive days; or

            (7)   the commencement by the Company of a voluntary case under the
      Federal bankruptcy laws, as now or hereafter constituted, or any other
      applicable Federal or State bankruptcy, insolvency or other similar law,
      or the consent by it to the entry of an order for relief in an involuntary
      case under any such law or to the appointment of a receiver, liquidator,
      assignee, custodian, trustee, sequestrator (or other similar official) of
      the Company or of any substantial part of its property, or the making by
      it of an assignment for the benefit of its creditors, or the admission by
      it in writing of its inability to pay its debts generally as they become
      due, or the taking of corporate action by the Company in furtherance of
      any such action; or

            (8)   any other Event of Default provided with respect to Debt
      Securities of that series pursuant to Section 3.01 or added pursuant to
      Section 11.01(3).

      SECTION 5.02.     ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

            If an Event of Default with respect to Debt Securities of any series
at the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Debt Securities of such series may declare the principal amount (or,
if any Debt Securities of such series are Discount Securities, such portion of
the principal amount of such Discount Securities as may be specified in the
terms of such Discount Securities) of all the Debt Securities of such series to
be due and payable

                                       32                       Senior Indenture

<PAGE>

immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) plus accrued and unpaid interest (and premium, if payable) shall become
immediately due and payable. Upon payment of such amount in the Currency in
which such Debt Securities are denominated (except as otherwise provided
pursuant to Section 3.01 or 3.10), all obligations of the Company in respect of
the payment of principal of the Debt Securities of such series shall terminate.

            At any time after such a declaration of acceleration with respect to
Debt Securities of any series has been made and before a judgment or decree has
been issued based on such acceleration, the Holders of a majority in principal
amount of the Outstanding Debt Securities of such series, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if

            (1)   the Company has paid or deposited with the Trustee a sum in
      the Currency in which such Debt Securities are denominated (except as
      otherwise provided pursuant to Section 3.01 or 3.10) sufficient to pay

            (A)   all overdue installments of interest on all Debt Securities of
      such series,

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

            (C)   to the extent that payment of such interest is legally
      enforceable, interest upon overdue installments of interest on each Debt
      Security of such series at the Overdue Rate, and

            (D)   all sums paid or advanced by the Trustee hereunder and the
      reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel; provided, however, that all sums payable
      under this clause (D) shall be paid in Dollars;

      and

            (2)   All Events of Default with respect to Debt Securities of such
      series, other than the nonpayment of the principal of Debt Securities of
      such series which has become due solely by such declaration of
      acceleration, have been cured or waived as provided in Section 5.13.

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

      SECTION 5.03.     COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                        TRUSTEE.

            The Company covenants that if

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

                                       33                       Senior Indenture

<PAGE>

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

            (3)   default is made in the making or satisfaction of any sinking
      fund payment or analogous obligation when the same becomes due pursuant to
      the terms of the Debt Securities of any series,

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

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

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

      SECTION 5.04.     TRUSTEE MAY FILE PROOFS OF CLAIM.

            In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceedings, or any voluntary or involuntary case under the
Federal bankruptcy laws, as now or hereafter constituted, relative to the
Company or any other obligor upon the Debt Securities, of a particular series or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of such Debt Securities shall
then be due and payable as therein expressed or by declaration of acceleration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

            (i)   to file and prove a claim for the whole amount of principal
      (or, if the Debt Securities of such series are Discount Securities, such
      portion of the principal amount as may be due and payable with respect to
      such series pursuant to a declaration in accordance with Section 5.02)
      (and premium, if any) and interest owing and unpaid in respect of the Debt
      Securities of such series and to file such other papers or documents as
      may be necessary or advisable in order to have the claims of the Trustee
      (including any claim for the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel) and of
      the Holders of such Debt Securities allowed in such judicial proceeding,
      and

                                       34                       Senior Indenture

<PAGE>

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

and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to such Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

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

      SECTION 5.05.     TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT
                        SECURITIES.

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

      SECTION 5.06.     APPLICATION OF MONEY COLLECTED.

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

            FIRST: To the payment of all amounts due the Trustee under Section
      6.07.

            SECOND: To the payment of the amounts then due and unpaid for
      principal of (and premium, if any) and interest on the Debt Securities of
      such series, 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 Debt Securities for
      principal (and premium, if any) and interest, respectively; and

            THIRD: The balance, if any, to the Person or Persons entitled
      thereto.

      SECTION 5.07.     LIMITATION ON SUITS.

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

                                       35                       Senior Indenture

<PAGE>

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

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other such
Holders or of the Holders of Outstanding Debt Securities of any other series, or
to obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.
For the protection and enforcement of the provisions of this Section 5.07, each
and every Holder of Debt Securities of any series and the Trustee for such
series shall be entitled to such relief as can be given at law or in equity.

      SECTION 5.08.     UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                        PREMIUM AND INTEREST.

            Notwithstanding any other provision in this Indenture, the Holder of
any Debt Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 3.07) interest on such Debt Security on the respective Stated Maturity
or Maturities expressed in such Debt Security (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such
payment and interest thereon, and such right shall not be impaired without the
consent of such Holder.

      SECTION 5.09.     RESTORATION OF RIGHTS AND REMEDIES.

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

      SECTION 5.10.     RIGHTS AND REMEDIES CUMULATIVE.

            Except as otherwise expressly provided elsewhere in this Indenture,
no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be

                                       36                       Senior Indenture

<PAGE>

exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      SECTION 5.11.     DELAY OR OMISSION NOT WAIVER.

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

      SECTION 5.12.     CONTROL BY HOLDERS.

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

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

            (2)   subject to the provisions of Sections 6.01 and 6.03, 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 Responsible
      Officers of the Trustee, determine that the proceeding so directed would
      be unjustly prejudicial to the Holders of Debt Securities of such series
      not joining in any such direction; and

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

      SECTION 5.13.     WAIVER OF PAST DEFAULTS.

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

            (1)   in the payment of the principal of (or premium, if any) or
      interest on any Debt Security of such series, or in the payment of any
      sinking fund installment or analogous obligation with respect to the Debt
      Securities of such series, or

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

            Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of the Debt Securities of

                                       37                       Senior Indenture

<PAGE>

such series under this Indenture, but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

      SECTION 5.14.     UNDERTAKING FOR COSTS.

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

      SECTION 5.15.     WAIVER OF STAY OR EXTENSION LAWS.

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

                                   ARTICLE SIX
                                   THE TRUSTEE

      SECTION 6.01.     CERTAIN DUTIES AND RESPONSIBILITIES.

            (a)   Except during the continuance of an Event of Default with
respect to the Debt Securities of any series,

            (1)   the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture, and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

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

                                       38                       Senior Indenture

<PAGE>

            (b)   In case an Event of Default with respect to Debt Securities of
any series has occurred and is continuing, the Trustee shall, with respect to
the Debt Securities of such series, exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

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

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

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

            (4)   the Trustee shall not be required to expend or risk its own
      funds or otherwise incur any financial liability in the performance of any
      of its duties hereunder, or in the exercise of any of its rights or
      powers, if it shall have reasonable grounds for believing that repayment
      of such funds or adequate indemnity against such risk or liability is not
      reasonably assured to it.

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

      SECTION 6.02.     NOTICE OF DEFAULTS.

            Within 90 days after the occurrence of any default hereunder with
respect to Debt Securities of any series, the Trustee shall give notice to all
Holders of Debt Securities of such series of such default hereunder known to the
Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any Debt Security of such series or in the
payment of any sinking fund installment with respect to Debt Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders of Debt
Securities of such series; and provided, further, that in the case of any
default of the character specified in Section 5.01(4) with respect to Debt
Securities of such series no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Debt Securities of such
series.

                                       39                       Senior Indenture

<PAGE>

            Notice given pursuant to this Section 6.02 shall be transmitted by
mail:

            (1)   to all Registered Holders, as the names and addresses of the
      Registered Holders appear in the Security Register; and

            (2)   to each Holder of a Debt Security of any series whose name and
      address appear in the information preserved at the time by the Trustee in
      accordance with Section 7.02(a) of this Indenture.

      SECTION 6.03.     CERTAIN RIGHTS OF TRUSTEE.

            Except as otherwise provided in Section 6.01:

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

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

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

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

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

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

            (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 (including any agent appointed pursuant to
Section 3.10(i)) or attorney appointed with due care by it hereunder.

                                       40                       Senior Indenture

<PAGE>

      SECTION 6.04.     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT
                        SECURITIES.

            The recitals contained herein and in the Debt Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Debt Securities of any series. The Trustee shall not be
accountable for the use or application by the Company of any Debt Securities or
the proceeds thereof.

      SECTION 6.05.     MAY HOLD DEBT SECURITIES.

            The Trustee, any Paying Agent, the Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Debt Securities, and, subject to Sections 6.08 and 6.13, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar or such other agent.

      SECTION 6.06.     MONEY HELD IN TRUST.

            Money in any Currency held by the Trustee or any Paying Agent in
trust hereunder need not be segregated from other funds except to the extent
required by law. Neither the Trustee nor any Paying Agent shall be under any
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

      SECTION 6.07.     COMPENSATION AND REIMBURSEMENT.

            The Company agrees:

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

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

            (3)   to indemnify in Dollars the Trustee for, and to hold it
      harmless against, any loss, liability or expense incurred without
      negligence or bad faith on its part, arising out of or in connection with
      the acceptance or administration of this trust or performance of its
      duties hereunder, including the costs and expenses of defending itself
      against any claim or liability in connection with the exercise or
      performance of any of its powers or duties hereunder.

            As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a claim prior to the Debt Securities,
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of amounts due on the Debt Securities.

                                       41                       Senior Indenture

<PAGE>

            The obligations of the Company under this Section 6.07 to compensate
and indemnify the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness under this Indenture and shall survive the
satisfaction and discharge of this Indenture.

      SECTION 6.08.     DISQUALIFICATION; CONFLICTING INTERESTS.

            (a)   If the Trustee has or shall acquire any conflicting interest,
as defined in this Section with respect to the Debt Securities of any series,
then, within 90 days after ascertaining that it has such conflicting interest,
and if the default (as hereinafter defined) to which such conflicting interest
relates has not been cured or duly waived or otherwise eliminated before the end
of such 90-day period, the Trustee shall either eliminate such conflicting
interest or, except as otherwise provided below, resign with respect to the Debt
Securities of such series, and the Company shall take prompt steps to have a
successor appointed, in the manner and with the effect hereinafter specified in
this Article.

            (b)   In the event that the Trustee shall fail to comply with the
provisions of subsection (a) of this Section with respect to the Debt Securities
of any series, the Trustee shall, within 10 days after the expiration of such
90-day period, transmit to all Holders of Debt Securities of such series notice
of such failure.

            Notice given pursuant to this Section 6.08(b) shall be transmitted
by mail:

            (1)   to all Registered Holders, as the names and addresses of the
      Registered Holders appear in the Security Register; and

            (2)   to each Holder of a Debt Security of any series whose name and
      address appear in the information preserved at the time by the Trustee in
      accordance with Section 7.02(a) of this Indenture.

            (c)   For the purposes of this Section, the Trustee shall be deemed
to have a conflicting interest with respect to the Debt Securities of any
series, if there shall exist an Event of Default (as such term is defined
herein, but exclusive of any period of grace or requirement of notice) with
respect to such Debt Securities and

            (1)   the Trustee is trustee under this Indenture with respect to
      the Outstanding Debt Securities of any series other than that series or is
      trustee under another indenture under which any other securities, or
      certificates of interest or participation in any other securities, of the
      Company are outstanding, unless such other indenture is a collateral trust
      indenture under which the only collateral consists of Debt Securities
      issued under this Indenture, provided that there shall be excluded from
      the operation of this paragraph this Indenture with respect to the Debt
      Securities of any series other than that series and any other indenture or
      indentures under which other securities, or certificates of interest or
      participation in other securities, of the Company are outstanding, if

                  (i)   this Indenture and such other indenture or indentures
            (and all series of securities issuable thereunder) are wholly
            unsecured and rank equally and such other indenture or indentures
            are hereafter qualified under the Trust Indenture Act, unless the
            Commission shall have found and declared by order pursuant to
            Section 305(b) or Section 307(c) of the Trust Indenture Act that
            differences exist between the provisions of this Indenture with
            respect to the Debt

                                       42                       Senior Indenture

<PAGE>

            Securities of such series and one or more other series or the
            provisions of such other indenture or indentures which are so likely
            to involve a material conflict of interest as to make it necessary,
            in the public interest or for the protection of investors to
            disqualify the Trustee from acting as such under this Indenture with
            respect to the Debt Securities of such series and such other series
            or under such other indenture or indentures, or

                  (ii)  the Company shall have sustained the burden of proving,
            on application to the Commission and after opportunity for hearing
            thereon, that trusteeship under this Indenture with respect to the
            Debt Securities of such series and such other series or such other
            indenture or indentures is not so likely to involve a material
            conflict of interest as to make it necessary in the public interest
            or for the protection of investors to disqualify the Trustee from
            acting as such under this Indenture with respect to the Debt
            Securities of such series and such other series or under such other
            indenture or indentures;

            (2)   the Trustee or any of its directors or executive officers is
      an underwriter for the Company;

            (3)   the Trustee directly or indirectly controls or is directly or
      indirectly controlled by or is under direct or indirect common control
      with an underwriter for the Company;

            (4)   the Trustee or any of its directors or executive officers is a
      director, officer, partner, employee, appointee or representative of the
      Company, or of an underwriter (other than the Trustee itself) for the
      Company who is currently engaged in the business of underwriting, except
      that (i) one individual may be a director or an executive officer, or
      both, of the Trustee and a director or an executive officer, or both, of
      the Company but may not be at the same time an executive officer of both
      the Trustee and the Company; (ii) if and so long as the number of
      directors of the Trustee in office is more than nine, one additional
      individual may be a director or an executive officer, or both, of the
      Trustee and a director of the Company; and (iii) the Trustee may be
      designated by the Company or by any underwriter for the Company to act in
      the capacity of transfer agent, registrar, custodian, paying agent, fiscal
      agent, escrow agent, or depositary or in any other similar capacity, or,
      subject to the provisions of paragraph (l) of this subsection, to act as
      trustee, whether under an indenture or otherwise;

            (5)   10% or more of the voting securities of the Trustee is
      beneficially owned either by the Company or by any director, partner or
      executive officer thereof, or 20% or more of such voting securities is
      beneficially owned, collectively, by any two or more of such persons; or
      10% or more of the voting securities of the Trustee is beneficially owned
      either by an underwriter for the Company or by any director, partner or
      executive officer thereof or is beneficially owned, collectively, by any
      two or more such persons;

            (6)   the Trustee is the beneficial owner of, or holds as collateral
      security for an obligation which is in default (as hereinafter in this
      subsection defined), (i) 5% or more of the voting securities, or 10% or
      more of any other class of security, of the Company not including the Debt
      Securities issued under this Indenture and securities issued under any
      other indenture under which the Trustee is also trustee, or (ii) 10% or
      more of any class of security of an underwriter for the Company;

                                       43                       Senior Indenture

<PAGE>

            (7)   the Trustee is the beneficial owner of or holds as collateral
      security for an obligation which is in default, 5% or more of the voting
      securities of any person who, to the knowledge of the Trustee, owns 10% or
      more of the voting securities of, or controls directly or indirectly or is
      under direct or indirect common control with, the Company;

            (8)   the Trustee is the beneficial owner of or holds as collateral
      security for an obligation which is in default, 10% or more of any class
      of security of any person who, to the knowledge of the Trustee, owns 50%
      or more of the voting securities of the Company;

            (9)   the Trustee owns, on the date of such Event of Default or any
      anniversary of such Event of Default while such Event of Default remains
      outstanding, in the capacity of executor, administrator, testamentary or
      inter vivos trustee, guardian, committee or conservator, or in any other
      similar capacity, an aggregate of 25% or more of the voting securities, or
      of any class of security, of any person, the beneficial ownership of a
      specified percentage of which would have constituted a conflicting
      interest under paragraph (6), (7) or (8) of this subsection. As to any
      such securities of which the Trustee acquired ownership through becoming
      executor, administrator or testamentary trustee of an estate which
      included them, the provisions of the preceding sentence shall not apply,
      for a period of not more than two years from the date of such acquisition,
      to the extent that such securities included in such estate do not exceed
      25% of such voting securities or 25% of any such class of security.
      Promptly after the dates of any such Event of Default and annually in each
      succeeding year that such Event of Default continues, the Trustee shall
      make a check of its holdings of such securities in any of the
      above-mentioned capacities as of such dates. If the Company fails to make
      payment in full of the principal of (or premium, if any) or interest on
      any of the Debt Securities when and as the same becomes due and payable,
      and such failure continues for 30 days thereafter, the Trustee shall make
      a prompt check of its holdings of such securities in any of the
      above-mentioned capacities as of the date of the expiration of such 30-day
      period, and after such date, notwithstanding the foregoing provisions of
      this paragraph, all such securities so held by the Trustee, with sole or
      joint control over such securities vested in it, shall be considered as
      though beneficially owned by the Trustee for the purposes of paragraphs
      (6), (7) and (8) of this subsection; or

            (10)  except under the circumstances described in paragraphs (1),
      (3), (4), (5) or (6) of Section 6.13(b) of this Indenture, the Trustee
      shall be or shall become a creditor of the Company.

            For the purposes of paragraph (1) of this subsection, the term
"series of securities" or "series" means a series, class or group of securities
issuable under an indenture pursuant to whose terms holders of one such series
may vote to direct the Trustee, or otherwise take action pursuant to a vote of
such holders, separately from holders of another series; provided, that "series
of securities" or "series" shall not include any series of securities issuable
under an indenture if all such series rank equally and are wholly unsecured.

            The specification of percentages in paragraphs (5) to (9),
inclusive, of this subsection shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of paragraph (3) or (7) of this subsection.

                                       44                       Senior Indenture

<PAGE>

            For the purposes of paragraphs (6), (7), (8) and (9) of this
subsection only, (i) the terms "security" and "securities" shall include only
such securities as are generally known as corporate securities, but shall not
include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (ii) an obligation shall be deemed to
be "in default" when a default in payment of principal shall have continued for
30 days or more and shall not have been cured; and (iii) the Trustee shall not
be deemed to be the owner or holder of (A) any security which it holds as
collateral security, as trustee or otherwise, for an obligation which is not in
default as defined in clause (ii) above, or (B) any security which it holds as
collateral security under this Indenture, irrespective of any default hereunder,
or (C) any security which it holds as agent for collection, or as custodian,
escrow agent or depositary, or in any similar representative capacity.

            (d)   For the purposes of this Section:

            (1)   The term "underwriter" when used with reference to the Company
      means every person who, within one year prior to the time as of which the
      determination is made, has purchased from the Company with a view to, or
      has offered or sold for the Company in connection with, the distribution
      of any security of the Company outstanding at such time, or has
      participated or has had a direct or indirect participation in any such
      undertaking, or has participated or has had a participation in the direct
      or indirect underwriting of any such undertaking, but such term shall not
      include a person whose interest was limited to a commission from an
      underwriter or dealer not in excess of the usual and customary
      distributors' or sellers' commission.

            (2)   The term "director" means any director of a corporation, or
      any individual performing similar functions with respect to any
      organization whether incorporated or unincorporated.

            (3)   The term "person" means an individual, a corporation, a
      partnership, an association, a joint stock company, a trust, an estate, an
      unincorporated organization, or a government or political subdivision
      thereof. As used in this paragraph, the term "trust" shall include only a
      trust where the interest or interests of the beneficiary or beneficiaries
      are evidenced by a security.

            (4)   The term "voting security" means any security presently
      entitling the owner or holder thereof to vote in the direction or
      management of the affairs of a person, or any security issued under or
      pursuant to any trust, agreement or arrangements whereby a trustee or
      trustees or agent or agents for the owner or holder of such security are
      presently entitled to vote in the direction or management of the affairs
      of a person.

            (5)   The term "Company" means any obligor upon the Debt Securities
      of any series.

            (6)   The term "executive officer" means the president, every vice
      president, every trust officer, the cashier, the secretary, and the
      treasurer of a corporation, and any individual customarily performing
      similar functions with respect to any organization, whether incorporated
      or unincorporated, but shall not include the chairman of the board of
      directors.

                                       45                       Senior Indenture

<PAGE>

            (e)   The percentages of voting securities and other securities
specified in this Section shall be calculated in accordance with the following
provisions:

            (1)   A specified percentage of the voting securities of the
      Trustee, the Company or any other person referred to in this Section (each
      of whom is referred to as a "person" in this paragraph) means such amount
      of the outstanding voting securities of such person as entitles the holder
      or holders thereof to cast such specified percentage of the aggregate
      votes which the holders of all the outstanding voting securities of such
      person are entitled to cast in the direction or management of the affairs
      of such person.

            (2)   A specified percentage of a class of securities of a person
      means such percentage of the aggregate amount of securities of the class
      outstanding.

            (3)   The term "amount", when used with regard to securities means
      the principal amount if relating to evidences of indebtedness, the number
      of shares if relating to capital shares, and the number of units if
      relating to any other kind of security.

            (4)   The term "outstanding" means issued and not held by or for the
      account of the issuer. The following securities shall not be deemed
      outstanding within the meaning of this definition:

                  (i)   securities of an issuer held in a sinking fund relating
            to securities of the issuer of the same class;

                  (ii)  securities of an issuer held in a sinking fund relating
            to another class of securities of the issuer, if the obligation
            evidenced by such other class of securities is not in default as to
            principal or interest or otherwise;

                  (iii) securities pledged by the issuer thereof as security for
            an obligation of the issuer not in default as to principal or
            interest or otherwise; and

                  (iv)  securities held in escrow if placed in escrow by the
            issuer thereof;

provided, however, that any voting securities of an issuer shall be deemed
outstanding if any person other than the issuer is entitled to exercise the
voting rights thereof.

            (5)   A security shall be deemed to be of the same class as another
      security if both securities confer upon the holder or holders thereof
      substantially the same rights and privileges; provided, however, that, in
      the case of secured evidences of indebtedness, all of which are issued
      under a single indenture, differences in the interest rates or maturity
      dates of various series thereof shall not be deemed sufficient to
      constitute such series different classes; and provided, further, that, in
      the case of unsecured evidences of indebtedness, differences in the
      interest rates or maturity dates thereof shall not be deemed sufficient to
      constitute them securities of different classes, whether or not they are
      issued under a single indenture.

            (f)   Except in the case of a default in the payment of the
principal of or interest on any Debt Security of any series, or in the payment
of any sinking or purchase fund installment, the Trustee shall not be required
to resign as provided by this Section if the Trustee

                                       46                       Senior Indenture

<PAGE>

shall have sustained the burden of proving, on application to the Commission and
after opportunity for hearing thereon, that:

            (1)   the Event of Default may be cured or waived during a
      reasonable period and under the procedures described in such application;
      and

            (2)   a stay of the Trustee's duty to resign will not be
      inconsistent with the interests of Holders of the Debt Securities.

The filing of such an application shall automatically stay the performance of
the duty to resign until the Commission orders otherwise.

      SECTION 6.09.     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

            There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $100,000,000, subject to supervision or examination by Federal,
State 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. Neither the Company nor any person directly or
indirectly controlling, controlled by, or under common control with the Company
shall serve as Trustee upon any Debt Securities.

      SECTION 6.10.     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

            (a)   No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

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

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

            (d)   If at any time:

            (1)   the Trustee shall fail to comply with Section 6.08(a) with
      respect to the Debt Securities of any series after written request
      therefor by the Company or by any Holder who has been a bona fide Holder
      of a Debt Security of such series for at least six months, or

                                       47                       Senior Indenture

<PAGE>

            (2)   the Trustee shall cease to be eligible under Section 6.09 with
      respect to the Debt Securities of any series and shall fail to resign
      after written request therefor by the Company or by any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Debt Securities, or (ii) subject to Section 5.14,
any Holder who has been a bona fide Holder of a Debt Security of any series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee for the Debt Securities of such series.

            (e)   If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Debt Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Debt Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Debt Securities of
one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Debt Securities of any particular series) and shall
comply with the applicable requirements of Section 6.11. If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Debt Securities of any series
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Debt Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to the
Debt Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the
Debt Securities of any series shall have been so appointed by the Company or the
Holders of such series and accepted appointment in the manner hereinafter
provided, any Holder who has been a bona fide Holder of a Debt Security of such
series for at least six months may, subject to Section 5.14, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Debt
Securities of such series.

            (f)   The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Debt Securities of any series and
each appointment of a successor Trustee with respect to the Debt Securities of
any series in the manner and to the extent provided in Section 1.05 to the
Holders of Debt Securities of such series. Each notice shall include the name of
the successor Trustee with respect to the Debt Securities of such series and the
address of its Corporate Trust Office.

      SECTION 6.11.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

            (a)   In the case of an appointment hereunder of a successor Trustee
with respect to all Debt Securities, each 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
request of the

                                       48                       Senior Indenture

<PAGE>

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, subject nevertheless to its
claim, if any, provided for in Section 6.07.

                  (b)      In case of the appointment hereunder of a successor
Trustee with respect to the Debt Securities of one or more (but not all) series,
the Company, the retiring Trustee and each successor Trustee with respect to the
Debt 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
Debt Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Debt Securities, 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 Debt 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 any such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any other trust or trusts hereunder administered by any other such Trustee; and
upon the execution and delivery of any such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Debt Securities of that
or those series to which the appointment of such successor Trustee relates, but,
on request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Debt
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.

         SECTION 6.12. 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 otherwise qualified and
eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any Debt
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 Debt
Securities so

                                       49                       Senior Indenture
<PAGE>

authenticated with the same effect as if such successor Trustee had itself
authenticated such Debt Securities. In case any Debt Securities shall not have
been authenticated by such predecessor Trustee, any such successor Trustee may
authenticate and deliver such Debt Securities, in either its own name or that of
its predecessor Trustee, with the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee.

         SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  (a)      Subject to subsection (b) of this Section, if the
Trustee shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Company within three months prior to a default, as defined in
subsection (c) of this Section, or subsequent to such default, then, unless and
until such default shall be cured, the Trustee shall set apart and hold in a
special account for the benefit of the Trustee individually, the Holders of the
Debt Securities and the holders of other indenture securities (as defined in
subsection (c) of this Section):

                  (1)      an amount equal to any and all reductions in the
         amount due and owing upon any claim as such creditor in respect of
         principal or interest, effected after the beginning of such three-month
         period and valid as against the Company and its other creditors, except
         any such reduction resulting from the receipt or disposition of any
         property described in paragraph (2) of this subsection, or from the
         exercise of any right of set-off which the Trustee could have exercised
         if a voluntary or involuntary case had been commenced in respect of the
         Company under the Federal bankruptcy laws, as now or hereafter
         constituted, or any other applicable Federal or State bankruptcy,
         insolvency or other similar law upon the date of such default; and

                  (2)      all property received by the Trustee in respect of
         any claim as such creditor, either as security therefor, or in
         satisfaction or composition thereof, or otherwise, after the beginning
         of such three-month period, or an amount equal to the proceeds of any
         such property, if disposed of, subject, however, to the rights, if any,
         of the Company and its other creditors in such property or such
         proceeds.

         Nothing herein contained, however, shall affect the right of the
Trustee:

                  (A)      to retain for its own account (i) payments made on
         account of any such claim by any Person (other than the Company) who is
         liable thereon, and (ii) the proceeds of the bona fide sale of any such
         claim by the Trustee to a third Person, and (iii) distributions made in
         cash, securities or other property in respect of claims filed against
         the Company in bankruptcy or receivership or in proceedings or
         reorganization pursuant to the Federal bankruptcy laws, as now or
         hereafter constituted, or any other applicable Federal or State
         bankruptcy, insolvency or other similar law;

                  (B)      to realize, for its own account, upon any property
         held by it as security for any such claim, if such property was so held
         prior to the beginning of such three-month period;

                  (C)      to realize, for its own account, but only to the
         extent of the claim hereinafter mentioned, upon any property held by it
         as security for any such claim, if such claim was created after the
         beginning of such three-month period and such property was received as
         security therefor simultaneously with the creation thereof, and if the
         Trustee shall sustain the burden of proving that at the time such
         property was so received

                                       50                       Senior Indenture
<PAGE>

         the Trustee had no reasonable cause to believe that a default, as
         defined in subsection (c) of this Section, would occur within three
         months, or

                  (D)      to receive payment on any claim referred to in
         paragraph (B) or (C) against the release of any property held as
         security for such claim as provided in paragraph (B) or (C), as the
         case may be, to the extent of the fair value of such property.

                  For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such three-month period for property held as
security at the time of such substitution shall, to the extent of the fair value
of the property released, have the same status as the property released, and, to
the extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

                  If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned among the Trustee, the Holders and the holders of other indenture
securities in such manner that the Trustee, the Holders and the holders of other
indenture securities realize, as a result of payments from such special account
and payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal
bankruptcy laws, as now or hereafter constituted or any other applicable Federal
or State bankruptcy, insolvency or other similar law, the same percentage of
their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company of the funds and
property in such special account and before crediting to the respective claims
of the Trustee and the Holders and the holders of other indenture securities
dividends on claims filed against the Company in bankruptcy or receivership or
in proceedings for reorganization pursuant to the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or other similar law, but after crediting thereon
receipts on account of the indebtedness represented by their respective claims
from all sources other than from such dividends and from the funds and property
so held in such special account. As used in this paragraph, with respect to any
claim, the term "dividends" shall include any distribution with respect to such
claim, in bankruptcy or receivership or proceedings for reorganization pursuant
to the Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy, insolvency or other similar law, whether
such distribution is made in cash, securities, or other property, but shall not
include any such distribution with respect to the secured portion, if any, of
such claim. The court in which such bankruptcy, receivership or proceedings for
reorganization is pending shall have jurisdiction (i) to apportion among the
Trustee and the Holders and the holders of other indenture securities, in
accordance with the provisions of this paragraph, the funds and property held in
such special account and proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of this paragraph
due consideration in determining the fairness of the distributions to be made to
the Trustee and the Holders and the holders of other indenture securities with
respect to their respective claims, in which event it shall not be necessary to
liquidate or to appraise the value of any securities or other property held in
such special account or as security for any such claim, or to make a specific
allocation of such distributions as between the secured and unsecured portions
of such claim, or otherwise to apply the provisions of this paragraph as a
mathematical formula.

                  Any Trustee which has resigned or been removed after the
beginning of such three-month period shall be subject to the provisions of this
subsection as though such resignation or removal had not occurred. If any
Trustee has resigned or been removed prior to the beginning

                                       51                       Senior Indenture
<PAGE>

of such three-month period, it shall be subject to the provisions of this
subsection if and only if the following conditions exist:

                           (i)      the receipt of property or reduction of
                  claim, which would have given rise to the obligation to
                  account, if such Trustee had continued as Trustee, occurred
                  after the beginning of such three-month period; and

                           (ii)     such receipt of property or reduction of
                  claim occurred within three months after such resignation or
                  removal.

                  (b)      There shall be excluded from the operation of
subsection (a) of this Section a creditor relationship arising from:

                  (1)      the ownership or acquisition of securities issued
         under any indenture, or any security or securities having a maturity of
         one year or more at the time of acquisition by the Trustee;

                  (2)      advances authorized by a receivership or bankruptcy
         court of competent jurisdiction or by this Indenture, for the purpose
         of preserving any property which shall at any time be subject to the
         Lien of this Indenture or of discharging tax liens or other prior liens
         or encumbrances thereon, if notice of such advances and of the
         circumstances surrounding the making thereof is given to the Holders at
         the time and in the manner provided in this Indenture;

                  (3)      disbursements made in the ordinary course of business
         in the capacity of trustee under an indenture, transfer agent,
         registrar, custodian, paying agent, fiscal agent or depositary, or
         other similar capacity;

                  (4)      an indebtedness created as a result of services
         rendered or premises rented, or an indebtedness created as a result of
         goods or securities sold in a cash transaction as defined in subsection
         (c) of this Section;

                  (5)      the ownership of stock or of other securities of a
         corporation organized under the provisions of Section 25(a) of the
         Federal Reserve Act, as amended, which is directly or indirectly a
         creditor of the Company; and

                  (6)      The acquisition, ownership, acceptance or negotiation
         of any drafts, bills of exchange, acceptances or obligations which fall
         within the classification of self-liquidating paper as defined in
         subsection (c) of this Section.

                  (c)      for the purposes of this Section only:

                  (1)      The term "default" means any failure to make payment
         in full of the principal of or interest on any of the Debt Securities
         or upon the other indenture securities when and as such principal or
         interest becomes due and payable.

                  (2)      The term "other indenture securities" means
         securities upon which the Company is an obligor outstanding under any
         other indenture (i) under which the Trustee is also trustee, (ii) which
         contains provisions substantially similar to the provisions of this
         Section, and (iii) under which a default exists at the time of the
         apportionment of the funds and property held in such special account.

                                       52                       Senior Indenture
<PAGE>

                  (3)      The term "cash transaction" means any transaction in
         which full payment for goods or securities sold is made within seven
         days after delivery of the goods or securities in currency or in checks
         or other orders drawn upon banks and payable upon demand.

                  (4)      The term "self-liquidating paper" means any draft,
         bill of exchange, acceptance or obligation which is made, drawn,
         negotiated or incurred by the Company for the purpose of financing the
         purchase, processing, manufacturing, shipment, storage or sale of
         goods, wares or merchandise and which is secured by documents
         evidencing title to, possession of, or a lien upon, the goods, wares or
         merchandise or the receivables or proceeds arising from the sale of the
         goods, wares or merchandise previously constituting the security,
         provided the security is received by the Trustee simultaneously with
         the creation of the creditor relationship with the Company arising from
         the making, drawing, negotiating or incurring of the draft, bill of
         exchange, acceptance or obligation.

                  (5)      The term "Company" means any obligor upon the Debt
         Securities.

         SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT.

                  As long as any Debt Securities of a series remain Outstanding,
upon a Company Request, there shall be an authenticating agent (the
"Authenticating Agent") appointed, for such period as the Company shall elect,
by the Trustee for such series of Debt Securities to act as its agent on its
behalf and subject to its direction in connection with the authentication and
delivery of each series of Debt Securities for which it is serving as Trustee.
Debt Securities of each such series authenticated by such Authenticating Agent
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by such Trustee. Wherever
reference is made in this Indenture to the authentication and delivery of Debt
Securities of any series by the Trustee for such series or to the Trustee's
Certificate of Authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee for such series by an
Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of such Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $10,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for purposes of
this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

                  Any corporation into which any Authenticating Agent may be
merged or converted, or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent with respect to all series of Debt Securities for which it
served as Authenticating Agent without the execution or filing of any paper or
any further act on the part of the Trustee for such series or such
Authenticating Agent. Any Authenticating Agent may at any time, and if it shall
cease to be eligible shall, resign by giving written notice of resignation to
the applicable Trustee and to the Company.

                                       53                       Senior Indenture
<PAGE>

                  Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.14 with respect to
one or more or all series of Debt Securities, the Trustee for such series shall
upon a Company Request appoint a successor Authenticating Agent, and the Company
shall provide notice of such appointment to all Holders of Debt Securities of
such series in the manner and to the extent provided in Section 1.05. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. The Trustee for the Debt Securities of such series agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation for its services, and the Trustee shall be entitled to be
reimbursed for such payment, subject to the provisions of Section 6.07. The
Authenticating Agent for the Debt Securities of any series shall have no
responsibility or liability for any action taken by it as such at the direction
of the Trustee for such series.

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

                  This is one of the series of Debt Securities issued under the
within mentioned Indenture.

                                         _______________________________________

                                         _______________________________________
                                            As Trustee

                                         By:____________________________________
                                             As Authenticating Agent

                                         By:____________________________________
                                             Authorized Signatory

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                       HOLDERS.

                  The Company will furnish or cause to be furnished to the
Trustee with respect to Registered Securities of each series for which it acts
as Trustee:

                  (a)      semi-annually on a date not more than 15 days after
each Regular Record Date with respect to an Interest Payment Date, if any, for
the Registered Securities of such series (or on semi-annual dates in each year
to be determined pursuant to Section 3.01 if the Registered Securities of such
series do not bear interest), a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Registered Holders as of the date 15
days next preceding each such Regular Record Date (or such semi-annual dates, as
the case may be); and

                                       54                       Senior Indenture
<PAGE>

                  (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 if and so long as the Trustee shall be the Security
Registrar for such series, no such lists need be furnished.

         SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.

                  (a)      The Trustee shall preserve, in as current a form as
is reasonably practicable, all information as to the names and addresses of
Holders contained in the most recent list furnished to the Trustee as provided
in Section 7.01 received by it in the capacity of Paying Agent (if so acting)
hereunder.

                  The Trustee may destroy any list furnished to it as provided
in Section 7.01 upon receipt of a new list so furnished, destroy any information
received by it as Paying Agent (if so acting) hereunder upon delivering to
itself as Trustee, not earlier than 45 days after an Interest Payment Date, a
list containing the names and addresses of the Holders obtained from such
information since the delivery of the next previous list, if any, and destroy
any list delivered to itself as Trustee which was compiled from information
received by it as Paying Agent (if so acting) hereunder upon the receipt of a
new list so delivered.

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

                  (i)      afford such applicants access to the information
         preserved at the time by the Trustee in accordance with Section
         7.02(a), or

                  (ii)     inform such applicants as to the approximate number
         of Holders of Debt Securities of such series or of all Debt Securities,
         as the case may be, whose names and addresses appear in the information
         preserved at the time by the Trustee in accordance with Section
         7.02(a), and as to the approximate cost of mailing to such Holders the
         form of proxy or other communication, specified in such application.

                  If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon written request of such
applicants, mail to the Holders of Debt Securities of such series or all
Holders, as the case may be, whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 7.02(a), a copy
of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
of Debt Securities of such series or

                                       55                       Senior Indenture
<PAGE>

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

                  (c)      Every Holder of Debt Securities, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Holders in accordance
with Section 7.02(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
of any material pursuant to a request made under Section 7.02(b).

         SECTION 7.03. REPORTS BY TRUSTEE.

                  (a)      Within 60 days after ____________ of each year,
commencing ______________, 20____, the Trustee shall, to the extent required by
the Trust Indenture Act, transmit to all Holders of Debt Securities of any
series with respect to which it acts as Trustee, in the manner hereinafter
provided in this Section 7.03, a brief report dated such date with respect to
any of the following events which may have occurred within the previous 12
months (but if no such event has occurred within such period no report need be
transmitted):

                  (1)      any change to its eligibility under Section 6.09 and
         its qualifications under Section 6.08;

                  (2)      the creation of or any material change to a
         relationship specified in paragraph (1) through (10) of Section 6.08(c)
         of this Indenture;

                  (3)      the character and amount of any advances (and if the
         Trustee elects so to state, the circumstances surrounding the making
         thereof) made by the Trustee (as such) which remain unpaid on the date
         of such report, and for the reimbursement of which it claims or may
         claim a lien or charge, prior to that of the Debt Securities of such
         series, on any property or funds held or collected by it as Trustee,
         except that the Trustee shall not be required (but may elect) to report
         such advances if such advances so remaining unpaid aggregate not more
         than 1/2 of 1% of the principal amount of the Outstanding Debt
         Securities of such series on the date of such report;

                  (4)      any change to the amount, interest rate and maturity
         date of all other indebtedness owing by the Company (or any other
         obligor on the Debt Securities of such series) to the Trustee in its
         individual capacity, on the date of such report, with a brief
         description of any property held as collateral security therefor,
         except an indebtedness based upon a creditor relationship arising in
         any manner described in Section 6.13(b)(2), (3), (4) or (6);

                  (5)      any change to the property and funds, if any,
         physically in the possession of the Trustee as such on the date of such
         report;

                                       56                       Senior Indenture
<PAGE>

                  (6)      any additional issue of Debt Securities which the
         Trustee has not previously reported; and

                  (7)      any action taken by the Trustee in the performance of
         its duties hereunder which it has not previously reported and which in
         its opinion materially affects the Debt Securities of such series,
         except action in respect of a default, notice of which has been or is
         to be withheld by the Trustee in accordance with Section 6.02.

                  (b)      The Trustee shall transmit by mail to all Holders of
Debt Securities of any series (whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section 7.02
(a)) for which it acts as the Trustee, as hereinafter provided, a brief report
with respect to the character and amount of any advances (and if the Trustee
elects so to state, the circumstances surrounding the making thereof) made by
the Trustee (as such) since the date of the last report transmitted pursuant to
subsection (a) of this Section (or if no such report has yet been so
transmitted, since the date of execution of this instrument) for the
reimbursement of which it claims or may claim a lien or charge, prior to that of
the Debt Securities of such series, on property or funds held or collected by it
as Trustee, and which it has not previously reported pursuant to this
subsection, except that the Trustee for each series shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Debt Securities of such
series Outstanding at such time, such report to be transmitted within 90 days
after such time.

                  (c)      Reports pursuant to this Section 7.03 shall be
transmitted by mail:

                  (1)      to all Holders of Registered Securities, as the names
         and addresses of such Holders of Registered Securities appear in the
         Security Register; and

                  (2)      except in the cases of reports pursuant to subsection
         (b) of this Section 7.03, to each Holder of a Debt Security of any
         series whose name and address appear in the information preserved at
         the time by the Trustee in accordance with Section 7.02(a).

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

         SECTION 7.04. REPORTS BY COMPANY.

                  Unless otherwise specified with respect to a particular series
of Debt Securities pursuant to Section 3.01, the Company will:

                  (1)      file with the Trustee, within 15 days after the
         Company is required to file the same with the Commission, copies of the
         annual reports and of the information, documents and other reports (or
         copies of such portions of any of the foregoing as the Commission may
         from time to time by rules and regulations prescribe) which the Company
         may be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Exchange Act. Notwithstanding that the Company may
         not be required to remain subject to the reporting requirements of
         Section 13 or 15(d) of the Exchange Act or otherwise report on an
         annual and quarterly basis on forms provided for such annual and
         quarterly reporting pursuant to rules and regulations promulgated by
         the Commission, the Company shall continue to file with the Commission
         and provide the

                                       57                       Senior Indenture
<PAGE>

         Trustee and the Holders of each series of Debt Securities with, without
         cost to each Holder, (a) within 90 days after the end of each fiscal
         year, annual reports on Form 10-K (or any successor or comparable form)
         containing the information required to be contained therein (or
         required in such successor or comparable form); (b) within 45 days
         after the end of each of the first three fiscal quarters of each fiscal
         year, reports on Form 10-Q (or any successor or comparable form); and
         (c) promptly from time to time after the occurrence of an event
         required to be therein reported, such other reports on Form 8-K (or any
         successor or comparable form) containing the information required
         (other than pursuant to Item 9 of such report) to be contained therein
         (or required in any successor or comparable form); provided, however,
         that the Company shall not be obligated to file such reports with the
         Commission if the Commission does not permit such filings. The Company
         will in all cases, without cost to each recipient, provide copies of
         such information to the Holders of the Debt Securities of each series
         and, if they are not permitted to file such reports with the
         Commission, shall make available information to prospective purchasers
         and to securities analysts and broker-dealers upon their request;

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

                  (3)      transmit to all Holders of Debt Securities, in the
         manner and to the extent provided in Section 7.03, within 30 days after
         the filing thereof with the Trustee, such summaries of any information,
         documents and reports required to be filed by the Company pursuant to
         paragraphs (1) and (2) of this Section as may be required by rules and
         regulations prescribed from time to time by the Commission.

                                  ARTICLE EIGHT
                             CONCERNING THE HOLDERS

         SECTION 8.01. ACTS OF HOLDERS.

                  Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent or
proxy duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee, and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "ACT" of the Holders
signing such instrument or instruments. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Outstanding Debt Securities of any series may take any Act, the
fact that the Holders of such specified percentage have joined therein may be
evidenced (a) by the instrument or instruments executed by Holders in person or
by agent or proxy appointed in writing, or (b) by the record of Holders voting
in favor thereof at any meeting of such Holders duly called and held in
accordance with the provisions of Article Nine, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of Holders.

                                       58                       Senior Indenture
<PAGE>

         SECTION 8.02. PROOF OF OWNERSHIP; PROOF OF EXECUTION OF INSTRUMENTS BY
                       HOLDER.

                  The ownership of Registered Securities of any series shall be
proved by the Security Register for such series or by a certificate of the
Security Registrar for such series.

                  Subject to the provisions of Sections 6.01, 6.03 and 9.05,
proof of the execution of any instrument by a Holder or such Holder's agent
shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.

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

                  The Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section so long as the request
is a reasonable one.

         SECTION 8.03. PERSONS DEEMED OWNERS.

                  The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Registered Security is registered
as the owner of such Registered Security for the purpose of receiving payment of
the principal of (and premium, if any) and (subject to Section 3.07) interest,
if any, on such Registered Security and for all other purposes whatsoever,
whether or not such Registered Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary. All payments made to any Holder, or upon his order, shall be
valid, and, to the extent of the sum or sums paid, effectual to satisfy and
discharge the liability for moneys payable upon such Debt Security.

         SECTION 8.04. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND.

                  At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any Act by the Holders of
the percentage in aggregate principal amount of the Outstanding Debt Securities
specified in this Indenture in connection with such Act, any Holder of a Debt
Security the number, letter or other distinguishing symbol of which is shown by
the evidence to be included in the Debt Securities the Holders of which have
consented to such Act may, by filing written notice with the Trustee at the
Corporate Trust Office and upon proof of ownership as provided in Section 8.02,
revoke such Act so far as it concerns such Debt Security. Except as aforesaid,
any such Act taken by the Holder of any Debt Security shall be conclusive and
binding upon such Holder and, subject to the provisions of Section 5.08, upon
all future Holders of such Debt Security and of any Debt Securities issued on
transfer or in lieu thereof or in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon such
Debt Security or such other Debt Securities.

                                  ARTICLE NINE
                                HOLDERS' MEETINGS

         SECTION 9.01. PURPOSES OF MEETINGS.

                  A meeting of Holders of any or all series may be called at any
time and from time to time pursuant to the provisions of this Article Nine for
any of the following purposes:

                                       59                       Senior Indenture
<PAGE>

                  (1)      to give any notice to the Company or to the Trustee
         for such series, or to give any directions to the Trustee for such
         series, or to consent to the waiving of any default hereunder and its
         consequences, or to take any other action authorized to be taken by
         Holders pursuant to any of the provisions of Article Five;

                  (2)      to remove the Trustee for such series and appoint a
         successor Trustee pursuant to the provisions of Article Six;

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

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

         SECTION 9.02. CALL OF MEETINGS BY TRUSTEE.

                  The Trustee for any series may at any time call a meeting of
Holders of such series to take any action specified in Section 9.01, to be held
at such time or times and at such place or places as the Trustee for such series
shall determine. Notice of every meeting of the Holders of any series, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given to Holders of such series
in the manner and to the extent provided in Section 1.05. Such notice shall be
given not less than 10 days nor more than 90 days prior to the date fixed for
the meeting.

         SECTION 9.03. CALL OF MEETINGS BY COMPANY OR HOLDERS

                  In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in aggregate principal amount of the
Outstanding Debt Securities of a series or of all series, as the case may be,
shall have requested the Trustee for such series to call a meeting of Holders of
any or all such series by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have given
the notice of such meeting within 10 days after the receipt of such request,
then the Company or such Holders may determine the time or times and the place
or places for such meetings and may call such meetings to take any action
authorized in Section 9.01, by giving notice thereof as provided in Section
9.02.

         SECTION 9.04. QUALIFICATIONS FOR VOTING.

                  To be entitled to vote at any meeting of Holders a Person
shall be (a) a Holder of a Debt Security of the series with respect to which
such meeting is being held or (b) a Person appointed by an instrument in writing
as agent or proxy by such Holder. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders shall be the Persons entitled to
vote at such meeting and their counsel and any representatives of the Trustee
for the series with respect to which such meeting is being held and its counsel
and any representatives of the Company and its counsel.

                                       60                       Senior Indenture
<PAGE>

         SECTION 9.05. REGULATIONS.

                  Notwithstanding any other provisions of this Indenture, the
Trustee for any series may make such reasonable regulations as it may deem
advisable for any meeting of Holders of such series, in regard to proof of the
holding of Debt Securities of such series and of the appointment of proxies, and
in regard to the appointment and duties of inspectors of votes, the submission
and examination of proxies, certificates and other evidence of the right to
vote, and such other matters concerning the conduct of the meeting as it shall
deem appropriate.

                  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of such series as provided in Section 9.03, in which
case the Company or the Holders calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by a majority vote of the
meeting.

                  Subject to the provisos in the definition of "Outstanding," at
any meeting each Holder of a Debt Security of the series with respect to which
such meeting is being held or proxy therefor shall be entitled to one vote for
each $1,000 principal amount (or such other amount as shall be specified as
contemplated by Section 3.01) of Debt Securities of such series held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Debt Security challenged as not Outstanding and
ruled by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Outstanding Debt
Securities of such series held by him or instruments in writing duly designating
him as the person to vote on behalf of Holders of Debt Securities of such
series. Any meeting of Holders with respect to which a meeting was duly called
pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to
time by a majority of such Holders present and the meeting may be held as so
adjourned without further notice.

         SECTION 9.06. VOTING.

                  The vote upon any resolution submitted to any meeting of
Holders with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signatures of such Holders or of their
representatives by proxy and the serial number or numbers of the Debt Securities
held or represented by them. The permanent chairman of the meeting shall appoint
two inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Holders
shall be taken and there shall be attached to said record the original reports
of the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was transmitted as provided
in Section 9.02. The record shall show the serial numbers of the Debt Securities
voting in favor of or against any resolution. The record shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee.

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

                                       61                       Senior Indenture
<PAGE>

         SECTION 9.07. NO DELAY OF RIGHTS BY MEETING.

                  Nothing contained in this Article Nine shall be deemed or
construed to authorize or permit, by reason of any call of a meeting of Holders
or any rights expressly or impliedly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or
reserved to the Trustee or to any Holder under any of the provisions of this
Indenture or of the Debt Securities of any series.

                                  ARTICLE TEN
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 10.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

                  The Company shall not consolidate with or merge with or into
or wind up into (whether or not the Company is the surviving corporation) or
sell, assign, convey, transfer or lease its properties and assets as an entirety
or substantially as an entirety to any Person, unless:

                  (1)      the corporation formed by such consolidation or into
         which the Company is merged or wound up or the Person which acquires by
         sale, assignment, conveyance or transfer, or which leases, the
         properties and assets of the Company as an entirety or substantially as
         an entirety (the "successor corporation") shall be a corporation
         organized and existing under the laws of the United States or any State
         or territory thereof or the District of Columbia and shall expressly
         assume, by an indenture supplemental hereto, executed and delivered to
         the Trustee, in form reasonably satisfactory to the Trustee, the due
         and punctual payment of the principal of (and premium, if any) and
         interest on all the Debt Securities and the performance of every
         covenant of this Indenture on the part of the Company to be performed
         or observed;

                  (2)      immediately after giving effect to such transaction,
         no Event of Default, and no event which, after notice or lapse of time,
         or both, would become an Event of Default, shall have happened and be
         continuing;

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

                  (4)      such other conditions as may be specified under
         Section 3.01 with respect to any series of Debt Securities.

         SECTION 10.02. SUCCESSOR CORPORATION SUBSTITUTED.

                  In the case of any consolidation, merger or winding up, or
sale, assignment, conveyance, transfer or lease of the properties and assets of
the Company as an entirety or substantially as an entirety, in each case in
accordance with Section 10.01, the successor corporation shall succeed to, and
be substituted for (so that from and after the date of such consolidation,
merger, wind up, sale, assignment, conveyance, transfer or lease, the provisions
of this Indenture that refer to the "Company" shall refer to such successor
corporation and not the Company), and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein; and the

                                       62                       Senior Indenture
<PAGE>

Company shall be released from all liabilities and obligations, and relieved of
any further obligations, under this Indenture and the Debt Securities.

                                 ARTICLE ELEVEN
                             SUPPLEMENTAL INDENTURES

         SECTION 11.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

                  (1)      to evidence the succession of another corporation to
         the rights of the Company and the assumption by such successor of the
         covenants of the Company contained herein and in the Debt Securities;
         or

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

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

                  (4)      to change or eliminate any of the provisions of this
         Indenture, provided that any such change or elimination shall become
         effective only when there is no Outstanding Debt Security of any series
         created prior to the execution of such supplemental indenture which is
         entitled to the benefit of such provision and as to which such
         supplemental indenture would apply; or

                  (5)      to secure the Debt Securities or to provide that any
         of the Company's obligations under any series of the Debt Securities
         shall be guaranteed and the terms and conditions for the release or
         substitution of such security or guarantee; or

                  (6)      to supplement any of the provisions of this Indenture
         to such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Debt Securities pursuant to
         Article Four or Fifteen, provided that any such action shall not
         adversely affect the interests of the Holders of Debt Securities of
         such series or any other series of Debt Securities in any material
         respect; or

                  (7)      to establish the form or terms of Debt Securities of
         any series as permitted by Sections 2.01 and 3.01; or

                  (8)      to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to one or
         more series of Debt Securities and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Section 6.11; or

                                       63                       Senior Indenture
<PAGE>

                  (9)      to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, to eliminate any conflict between the terms hereof
         and the Trust Indenture Act or to make any other provisions with
         respect to matters or questions arising under this Indenture which
         shall not be inconsistent with any provision of this Indenture;
         provided such other provisions shall not adversely affect the interests
         of the Holders of Outstanding Debt Securities of any series created
         prior to the execution of such supplemental indenture in any material
         respect.

         SECTION 11.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

                  (1)      conflict with the required provisions of the Trust
         Indenture Act;

                  (2)      except as specifically provided with respect to any
         series of Debt Securities pursuant to Section 3.01, (a) change the
         Stated Maturity of the principal of, or installment of interest, if
         any, on, any Debt Security, (b) reduce the principal amount thereof or
         the interest thereon or any premium payable upon redemption thereof
         (provided that a requirement to offer to repurchase Debt Securities
         shall not be deemed a redemption for this purpose), (c) change the
         Currency or Currencies in which the principal of (and premium, if any)
         or interest on such Debt Security is denominated or payable, (d) reduce
         the amount of the principal of a Discount Security that would be due
         and payable upon a declaration of acceleration of the Maturity thereof
         pursuant to Section 5.02, (e) reduce the amount of, or postpone the
         date fixed for, any payment under any sinking fund or analogous
         provisions for any Debt Security, (f) impair the right to institute
         suit for the enforcement of any payment on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Redemption
         Date), or (g) adversely affect the right to convert any Debt Security
         into shares of Common Stock of the Company as may be provided pursuant
         to Section 3.01; or

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

                  (4)      modify any of the provisions of this Section, Section
         5.13 or Section 12.06, except to increase any such percentage or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Debt Security of each series affected thereby; provided,
         however, that this clause shall not be deemed to require the consent of
         any Holder with respect to changes in the references to "the Trustee"
         and concomitant changes in this

                                       64                       Senior Indenture
<PAGE>

         Section and Section 12.06, or the deletion of this proviso, in
         accordance with the requirements of Sections 6.11 and 11.01(6).

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

                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture with respect to one or more
particular series of Debt Securities or which modifies the rights of the Holders
of Debt Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Debt Securities of any other series.

         SECTION 11.03. EXECUTION OF SUPPLEMENTAL INDENTURES.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 6.01) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
adversely affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise in a material way.

         SECTION 11.04. EFFECT OF SUPPLEMENTAL INDENTURES.

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

         SECTION 11.05. CONFORMITY WITH TRUST INDENTURE ACT.

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

         SECTION 11.06. REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL INDENTURES.

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

         SECTION 11.07. NOTICE OF SUPPLEMENTAL INDENTURE.

                  Promptly after the execution by the Company and the
appropriate Trustee of any supplemental indenture pursuant to Section 11.02, the
Company shall transmit, in the manner and to the extent provided in Section
1.05, to all Holders of any series of the Debt Securities affected thereby, a
notice setting forth in general terms the substance of such supplemental
indenture.

                                       65                       Senior Indenture
<PAGE>

                                 ARTICLE TWELVE
                                    COVENANTS

         SECTION 12.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

                  The Company, for the benefit of each series of Debt
Securities, will duly and punctually pay or cause to be paid the principal of,
and premium, if any, and interest on, each of the Debt Securities at the place,
at the respective times and in the manner provided herein. Each installment of
interest on the Debt Securities may at the Company's option be paid by mailing
checks for such interest payable to the Person entitled thereto to the address
of such Person as it appears on the Security Register.

         SECTION 12.02. OFFICER'S CERTIFICATE AS TO DEFAULT.

                  Unless otherwise specifically provided for with respect to any
series of Debt Securities under Section 3.01, the Company will deliver to the
Trustee, on or before a date not more than four months after the end of each
fiscal year of the Company (which on the date hereof is the calendar year)
ending after the date hereof, a certificate of the principal executive officer,
principal financial officer or principal accounting officer of the Company
stating whether or not to the best knowledge of the signer thereof the Company
is in compliance with all covenants and conditions under this Indenture, and, if
the Company shall be in default, specifying all such defaults and the nature
thereof of which such signer may have knowledge. For purposes of this Section,
such compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture.

         SECTION 12.03. MAINTENANCE OF OFFICE OR AGENCY.

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

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

                                       66                       Senior Indenture
<PAGE>

         SECTION 12.04. MONEY FOR DEBT SECURITIES; PAYMENTS TO BE HELD IN TRUST.

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

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

                  The Company will cause each Paying Agent with respect to any
series of Debt Securities other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will:

                  (1)      hold all sums held by it for the payment of the
         principal of (and premium, if any) or interest on Debt Securities of
         such series in trust for the benefit of the Persons entitled thereto
         until such sums shall be paid to such Persons or otherwise disposed of
         as herein provided;

                  (2)      give the Trustee notice of any default by the Company
         (or any other obligor upon the Debt Securities of such series) in the
         making of any payment of principal (and premium, if any) or interest on
         the Debt Securities of such series; and

                  (3)      at any time during the continuance of any such
         default, upon the written request of the Trustee, forthwith pay to the
         Trustee all sums so held in trust by such Paying Agent.

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

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Debt Security of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company upon a Company Request,
or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Debt Security shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be transmitted in the manner and to

                                       67                       Senior Indenture
<PAGE>

the extent provided by Section 1.05, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification, any unclaimed balance of such money then
remaining will be repaid to the Company.

         SECTION 12.05. CORPORATE EXISTENCE.

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

         SECTION 12.06. WAIVER OF CERTAIN COVENANTS.

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Section 12.05 (and, if so
specified pursuant to Section 3.01, any other covenant not set forth herein and
specified pursuant to Section 3.01 to be applicable to the Securities of any
series, except as otherwise provided pursuant to Section 3.01) with respect to
the Debt Securities of any series if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding Debt
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent expressly so waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                                ARTICLE THIRTEEN
                          REDEMPTION OF DEBT SECURITIES

         SECTION 13.01. APPLICABILITY OF ARTICLE.

                  Debt Securities of any series which are redeemable before
their Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified pursuant to Section 3.01 for Debt Securities of any series)
in accordance with this Article.

         SECTION 13.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem (or, in the case of
Discount Securities, to permit the Holders to elect to surrender for redemption)
any Debt Securities shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company of less than all of the Debt
Securities of any series pursuant to Section 13.03, the Company shall, at least
30 days before the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Debt Securities of such series to be
redeemed. In the case of any redemption of Debt Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Debt Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restrictions.

                                       68                       Senior Indenture
<PAGE>

         SECTION 13.03. SELECTION BY TRUSTEE OF DEBT SECURITIES TO BE REDEEMED.

                  Except in the case of a redemption in whole of Registered
Securities of such series, if less than all the Debt Securities of any series
are to be redeemed at the election of the Company, the particular Debt
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Debt Securities of such
series not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to the minimum authorized denomination for Debt Securities of
such series or any integral multiple thereof) of the principal amount of Debt
Securities of such series in a denomination larger than the minimum authorized
denomination for Debt Securities of such series pursuant to Section 3.02 in the
Currency in which the Debt Securities of such series are denominated. The
portions of the principal amount of Debt Securities so selected for partial
redemption shall be equal to the minimum authorized denominations for Debt
Securities of such series pursuant to Section 3.02 in the Currency in which the
Debt Securities of such series are denominated or any integral multiple thereof,
except as otherwise set forth in the applicable form of Debt Securities. In any
case when more than one Registered Security of such series is registered in the
same name, the Trustee in its discretion may treat the aggregate principal
amount so registered as if it were represented by one Registered Security of
such series.

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

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

         SECTION 13.04. NOTICE OF REDEMPTION.

                  Notice of redemption shall be given by the Company, or at the
Company's request, by the Trustee in the name and at the expense of the Company,
not less than 30 days and not more than 60 days prior to the Redemption Date to
the Holders of Debt Securities of any series to be redeemed in whole or in part
pursuant to this Article Thirteen, in the manner provided in Section 1.05. Any
notice so given shall be conclusively presumed to have been duly given, whether
or not the Holder receives such notice. Failure to give such notice, or any
defect in such notice to the Holder of any Debt Security of a series designated
for redemption, in whole or in part, shall not affect the sufficiency of any
notice of redemption with respect to the Holder of any other Debt Security of
such series.

                  All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,

                  (3)      that Debt Securities of such series are being
         redeemed by the Company pursuant to provisions contained in this
         Indenture or the terms of the Debt Securities of such series or a
         supplemental indenture establishing such series, if such be the case,
         together with a brief statement of the facts permitting such
         redemption,

                                       69                       Senior Indenture
<PAGE>

                  (4)      if less than all Outstanding Debt Securities of any
         series are to be redeemed, the identification (and, in the case of
         partial redemption, the principal amounts) of the particular Debt
         Securities to be redeemed,

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

                  (6)      the Place or Places of Payment where such Debt
         Securities are to be surrendered for payment of the Redemption Price,
         and

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

         SECTION 13.05. DEPOSIT OF REDEMPTION PRICE.

                  On or prior to the Redemption Date for any Debt Securities,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 12.04) an amount of money in the Currency or Currencies in
which such Debt Securities are denominated (except as provided pursuant to
Section 3.01) sufficient to pay the Redemption Price of such Debt Securities or
any portions thereof which are to be redeemed on that date.

         SECTION 13.06. DEBT SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, any Debt
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price in the Currency in which the Debt Securities of
such series are payable (except as otherwise specified pursuant to Section 3.01
or 3.10), and from and after such date (unless the Company shall default in the
payment of the Redemption Price) such Debt Securities shall cease to bear
interest. Upon surrender of any such Debt Security for redemption in accordance
with said notice, such Debt Security shall be paid by the Company at the
Redemption Price; provided, however, that, unless otherwise specified as
contemplated by Section 3.01, installments of interest on Registered Securities
which have a Stated Maturity on or prior to the Redemption Date for such Debt
Securities shall be payable according to the terms of such Debt Securities and
the provisions of Section 3.07.

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

         SECTION 13.07. DEBT SECURITIES REDEEMED IN PART.

                  Any Debt Security which is to be redeemed only in part shall
be surrendered at the Corporate Trust Office or such other office or agency of
the Company as is specified pursuant to Section 3.01 with, if the Company, the
Security Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing, and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Debt Security without service
charge, a new Debt Security or Debt Securities of the same series, of like tenor
and form, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed

                                       70                       Senior Indenture
<PAGE>

portion of the principal of the Debt Security so surrendered. In the case of a
Debt Security providing appropriate space for such notation, at the option of
the Holder thereof, the Trustee, in lieu of delivering a new Debt Security or
Debt Securities as aforesaid, may make a notation on such Debt Security of the
payment of the redeemed portion thereof.

                                ARTICLE FOURTEEN
                                  SINKING FUNDS

         SECTION 14.01. APPLICABILITY OF ARTICLE.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of Debt Securities of a series except as
otherwise specified pursuant to Section 3.01 for Debt Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Debt 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 Debt Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Debt Securities
of any series, the amount of any cash sinking fund payment may be subject to
reduction as provided in Section 14.02. Each sinking fund payment shall be
applied to the redemption of Debt Securities of any series as provided for by
the terms of Debt Securities of such series.

         SECTION 14.02. SATISFACTION OF MANDATORY SINKING FUND PAYMENTS WITH
                        DEBT SECURITIES.

                  In lieu of making all or any part of a mandatory sinking fund
payment with respect to any Debt Securities of a series in cash, the Company may
at its option, at any time no more than sixteen months and no less than 45 days
prior to the date on which such sinking fund payment is due, deliver to the
Trustee Debt Securities of such series theretofore purchased or otherwise
acquired by the Company, except Debt Securities of such series which have been
redeemed through the application of mandatory sinking fund payments pursuant to
the terms of the Debt Securities of such series, accompanied by a Company Order
instructing the Trustee to credit such obligations and stating that the Debt
Securities of such series were originally issued by the Company by way of bona
fide sale or other negotiation for value, provided that such Debt Securities
shall not have been previously so credited. Such Debt Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Debt Securities for redemption through operation of the
sinking fund and the amount of such mandatory sinking fund payment shall be
reduced accordingly.

         SECTION 14.03. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND.

                  Not less than 60 days prior to each sinking fund payment date
for any series of Debt Securities (unless a shorter period shall be satisfactory
to the Trustee), the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the Currency or Currencies in
which the Debt Securities of such series are denominated (except as provided
pursuant to Section 3.01) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Debt Securities of such series pursuant to
Section 14.02 and whether the Company intends to exercise its rights to make a
permitted optional sinking fund payment with respect to such series. Such
certificate shall be

                                       71                       Senior Indenture
<PAGE>

irrevocable and upon its delivery the Company shall be obligated to make the
cash payment or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. In the case of the failure of the Company
to deliver such certificate, the sinking fund payment due on the next succeeding
sinking fund payment date for such series shall be paid entirely in cash and
shall be sufficient to redeem the principal amount of the Debt Securities of
such series subject to a mandatory sinking fund payment without the right to
deliver or credit Debt Securities as provided in Section 14.02 and without the
right to make any optional sinking fund payment with respect to such series at
such time.

                  Any sinking fund payment or payments (mandatory or optional)
made in cash plus any unused balance of any preceding sinking fund payments made
with respect to the Debt Securities of any particular series shall be applied by
the Trustee (or by the Company if the Company is acting as its own Paying Agent)
on the sinking fund payment date on which such payment is made (or, if such
payment is made before a sinking fund payment date, on the sinking fund payment
date immediately following the date of such payment) to the redemption of Debt
Securities of such series at the Redemption Price specified in such Debt
Securities with respect to the sinking fund. Any sinking fund moneys not so
applied or allocated by the Trustee (or by the Company if the Company is acting
as its own Paying Agent) to the redemption of Debt Securities shall be added to
the next sinking fund payment received by the Trustee (or if the Company is
acting as its own Paying Agent, segregated and held in trust as provided in
Section 12.04) for such series and, together with such payment (or such amount
so segregated) shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys with respect to the Debt Securities of
any particular series held by the Trustee (or if the Company is acting as its
own Paying Agent, segregated and held in trust as provided in Section 12.04) on
the last sinking fund payment date with respect to Debt Securities of such
series and not held for the payment or redemption of particular Debt Securities
of such series shall be applied by the Trustee (or by the Company if the Company
is acting as its own Paying Agent), together with other moneys, if necessary, to
be deposited (or segregated) sufficient for the purpose, to the payment of the
principal of the Debt Securities of such series at Maturity.

                  The Trustee shall select or cause to be selected the Debt
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 13.03 and the Company shall cause notice of the redemption
thereof to be given in the manner provided in Section 13.04. Such notice having
been duly given, the redemption of such Debt Securities shall be made upon the
terms and in the manner stated in Section 13.06.

                  On or before each sinking fund payment date, the Company shall
pay to the Trustee (or, if the Company is acting as its own Paying Agent, the
Company shall segregate and hold in trust as provided in Section 12.04) in cash
a sum, in the Currency or Currencies in which Debt Securities of such series are
denominated (except as provided pursuant to Sections 3.01 or 3.10), equal to the
principal and any interest accrued to the Redemption Date for Debt Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section.

                  Neither the Trustee nor the Company shall redeem any Debt
Securities of a series with sinking fund moneys or mail any notice of redemption
of Debt Securities of such series by operation of the sinking fund for such
series during the continuance of a default in payment of interest, if any, on
any Debt Securities of such series or of any Event of Default (other than an
Event of Default occurring as a consequence of this paragraph) with respect to
the Debt Securities of such series, except that if the notice of redemption
shall have been provided in accordance with the provisions hereof, the Trustee
(or the Company, if the Company is then acting as its own Paying Agent) shall
redeem such Debt Securities if cash sufficient for that purpose shall be

                                       72                       Senior Indenture
<PAGE>

deposited with the Trustee (or segregated by the Company) for that purpose in
accordance with the terms of this Article. Except as aforesaid, any moneys in
the sinking fund for such series at the time when any such default or Event of
Default shall occur and any moneys thereafter paid into such sinking fund shall,
during the continuance of such default or Event of Default, be held as security
for the payment of the Debt Securities of such series; provided, however, that
in case such default or Event of Default shall have been cured or waived as
provided herein, such moneys shall thereafter be applied on or prior to the next
sinking fund payment date for the Debt Securities of such series on which such
moneys may be applied pursuant to the provisions of this Section.

                                 ARTICLE FIFTEEN
                                   DEFEASANCE

         SECTION 15.01. APPLICABILITY OF ARTICLE.

                  If, pursuant to Section 3.01, provision is made for the
defeasance of Debt Securities of a series, and if the Debt Securities of such
series are Registered Securities and denominated and payable only in Dollars
(except as provided pursuant to Section 3.01), then the provisions of this
Article shall be applicable except as otherwise specified pursuant to Section
3.01 for Debt Securities of such series. Defeasance provisions, if any, for Debt
Securities denominated in a Foreign Currency or Currencies may be specified
pursuant to Section 3.01.

         SECTION 15.02. DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT
                        OBLIGATIONS.

                  At the Company's option, either (a) the Company shall be
deemed to have been Discharged (as defined below) from its obligations with
respect to Debt Securities of any series ("legal defeasance option"), in which
case, payment of the Debt Securities of such defeased series may not be
accelerated because of an Event of Default, or (b) the Company shall cease to be
under any obligation to comply with any term, provision or condition set forth
in Section 10.01 with respect to Debt Securities of any series (and, if so
specified pursuant to Section 3.01, any other obligation of the Company or
restrictive covenant added for the benefit of such series pursuant to Section
3.01), in which case, payment of the Debt Securities so defeased may not be
accelerated because of an Event of Default based upon the non-compliance with,
or default of, any such term, provision, condition or covenant ("covenant
defeasance option"), in each case at any time after the applicable conditions
set forth below have been satisfied:

                  (1)      the Company shall have deposited or caused to be
         deposited irrevocably with the Trustee as trust funds in trust,
         specifically pledged as security for, and dedicated solely to, the
         benefit of the Holders of the Debt Securities of such series (i) money
         in an amount, or (ii) U.S. Government Obligations (as defined below)
         which through the payment of interest and principal in respect thereof
         in accordance with their terms will provide, not later than one day
         before the due date of any payment, money in an amount, or (iii) a
         combination of (i) and (ii), sufficient, in the opinion (with respect
         to (i) and (ii)) of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge each installment of principal
         (including any mandatory sinking fund payments) of and premium, if any,
         and interest on, the Outstanding Debt Securities of such series on the
         dates such installments of interest or principal and premium are due;

                                       73                       Senior Indenture
<PAGE>

                  (2)      such deposit shall not cause the Trustee with respect
         to Debt Securities of that series to have a conflicting interest as
         defined in Section 6.08 and for purposes of the Trust Indenture Act
         with respect to the Debt Securities of any series;

                  (3)      such deposit will not result in a breach of, or
         constitute a default under, this Indenture or any other material
         agreement or instrument to which the Company is a party or by which it
         is bound, or if such breach or default would occur, which is not waived
         as of, and for all purposes, on and after, the date of such deposit;

                  (4)      if the Debt Securities of such series are then listed
         on any national securities exchange, the Company shall have delivered
         to the Trustee an Opinion of Counsel or a letter or other document from
         such exchange to the effect that the Company's exercise of its option
         under this Section would not cause such Debt Securities to be delisted;

                  (5)      no Event of Default or event (including such deposit)
         which, with notice or lapse of time or both, would become an Event of
         Default with respect to the Debt Securities of such series shall have
         occurred and be continuing on the date of such deposit (other than an
         Event of Default, if any, relating to such series of Debt Securities
         (and no other series of Debt Securities) which result from the
         incurrence of indebtedness or the grant of liens securing such
         indebtedness, all or a portion of the proceeds of which will be applied
         to such deposit), and, with respect to the legal defeasance option
         only, no Event of Default under Section 5.01(6) or Section 5.01(7) or
         event which with the giving of notice or lapse of time, or both, would
         become an Event of Default under Section 5.01(6) or Section 5.01(7)
         shall have occurred and be continuing on the 91st day after such date;
         and

                  (6)      the Company shall have delivered to the Trustee an
         Opinion of Counsel or a ruling from the Internal Revenue Service to the
         effect that the Holders of the Debt Securities of such series will not
         recognize income, gain or loss for Federal income tax purposes as a
         result of such deposit, defeasance or Discharge.

                  Notwithstanding the foregoing, if the Company exercises its
covenant defeasance option and an Event of Default under Section 5.01(6) or
Section 5.01(7) or event which with the giving of notice or lapse of time, or
both, would become an Event of Default under Section 5.01(6) or Section 5.01(7)
shall have occurred and be continuing on the 91st day after the date of such
deposit, the obligations of the Company referred to under the definition of
covenant defeasance option with respect to such Debt Securities shall be
reinstated.

                  "DISCHARGED" means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by, and obligations
under, the Debt Securities of such series and to have satisfied all the
obligations under this Indenture relating to the Debt Securities of such series
(and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except (A) the rights of Holders of Debt
Securities of such series to receive, from the trust fund described in clause
(1) above, payment of the principal of (and premium, if any) and interest on
such Debt Securities when such payments are due, (B) the Company's obligations
with respect to the Debt Securities of such series under Sections 3.04, 3.05,
3.06, 12.03 and 15.03 and (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder.

                                       74                       Senior Indenture
<PAGE>

                  "U.S. GOVERNMENT OBLIGATIONS" means securities that are (i)
direct obligations of the United States 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 the payment
of which is unconditionally guaranteed as a full faith and credit obligation by
the United States, which, in either case under clauses (i) or (ii), are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligation or a specific payment of interest
on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific
payment of interest on or principal of the U.S. Government Obligation evidenced
by such depository receipt.

         SECTION 15.03. DEPOSITED MONEYS AND U.S. GOVERNMENT, OBLIGATIONS TO BE
                        HELD IN TRUST.

                  All moneys and U.S. Government Obligations deposited with the
Trustee pursuant to Section 15.02 in respect of Debt Securities of a series
shall be held in trust and applied by it, in accordance with the provisions of
such Debt Securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Debt Securities, of all
sums due and to become due thereon for principal (and premium, if any) and
interest, if any, but such money need not be segregated from other funds except
to the extent required by law.

         SECTION 15.04. REPAYMENT TO COMPANY.

                  The Trustee and any Paying Agent shall promptly pay or return
to the Company upon Company Request any moneys or U.S. Government Obligations
held by them at any time that are not required for the payment of the principal
of (and premium, if any) and interest on the Debt Securities of any series for
which money or U.S. Government Obligations have been deposited pursuant to
Section 15.02.

                  The provisions of the last paragraph of Section 12.04 shall
apply to any money held by the Trustee or any Paying Agent under this Article
that remains unclaimed for two years after the Maturity of any series of Debt
Securities for which money or U.S. Government Obligations have been deposited
pursuant to Section 15.02.

                                 ARTICLE SIXTEEN
                                   CONVERSION

         SECTION 16.01. APPLICABILITY; CONVERSION PRIVILEGE.

                  Except as otherwise specified pursuant to Section 3.01 for
Debt Securities of any series, the provisions of this Article Sixteen shall be
applicable to any Debt Securities that are convertible into Common Stock. If so
provided pursuant to Section 3.01 with respect to the Debt Securities of any
series, the Holder of a Debt Security of such series shall have the right, at
such Holder's option, to convert, in accordance with the terms of such series of
Debt Securities and this Article Sixteen, all or any part (in a denomination of,
unless otherwise specified pursuant to Section 3.01 with respect to Debt
Securities of such series (1) $1,000 in principal amount or any integral
multiple thereof or (2) in the case of Debt Securities denominated in a Foreign
Currency,

                                       75                       Senior Indenture
<PAGE>

in a denomination equal to $1,000 or an integral multiple thereof based on the
Market Exchange Rate) of such Debt Security into shares of Common Stock or, as
to any Debt Securities called for redemption, at any time prior to the time and
date fixed for such redemption (unless the Company shall default in the payment
of the Redemption Price, in which case such right shall not terminate at such
time and date).

         SECTION 16.02. CONVERSION PROCEDURE; CONVERSION PRICE; FRACTIONAL
                        SHARES.

                  (a)      Each Debt Security to which this Article is
applicable shall be convertible at the office of the Conversion Agent, and at
such other place or places, if any, specified in pursuant to Section 3.01 with
respect to the Debt Securities of such series, into fully paid and nonassessable
shares (calculated to the nearest 1/100th of a share) of Common Stock. The Debt
Securities will be converted into shares of Common Stock at the Conversion Price
therefor. No payment or adjustment shall be made in respect of dividends on the
Common Stock or accrued interest on a converted Debt Security except as
described in Section 16.09. The Company may, but shall not be required, in
connection with any conversion of Debt Securities, to issue a fraction of a
share of Common Stock and, if the Company shall determine not to issue any such
fraction, the Company shall, subject to Section 16.03(4), make a cash payment
(calculated to the nearest cent) equal to such fraction multiplied by the
Closing Price of the Common Stock on the last Trading Day prior to the date of
conversion.

                  (b)      Before any Holder of a Debt Security shall be
entitled to convert the same into Common Stock, such Holder shall surrender such
Debt Security duly endorsed to the Company or in blank at the office of the
Conversion Agent or at such other place or places, if any, specified pursuant to
Section 3.01, and shall give written notice to the Company at said office or
place that he elects to convert the same and shall state in writing therein the
principal amount of Debt Securities to be converted and the name or names (with
addresses) in which he wishes the certificate or certificates for Common Stock
to be issued; provided, however, that no Debt Security or portion thereof shall
be accepted for conversion unless the principal amount of such Debt Security or
such portion, when added to the principal amount of all other Debt Securities or
portions thereof then being surrendered by the Holder thereof for conversion,
exceeds the then effective Conversion Price with respect thereto. If more than
one Debt Security shall be surrendered for conversion at one time by the same
Holder, the number of full shares of Common Stock which shall be deliverable
upon conversion shall be computed on the basis of the aggregate principal amount
of the Debt Securities (or specified portions thereof to the extent permitted
thereby) so surrendered. Subject to the next succeeding sentence, the Company
will, as soon as practicable thereafter, issue and deliver at said office or
place to such Holder of a Debt Security, or to his nominee or nominees,
certificates for the number of full shares of Common Stock to which he shall be
entitled as aforesaid, together, subject to the last sentence of paragraph (a)
above, with cash in lieu of any fraction of a share to which he would otherwise
be entitled. The Company shall not be required to deliver certificates for
shares of Common Stock while the stock transfer books for such stock or the
Security Register are duly closed for any purpose, but certificates for shares
of Common Stock shall be issued and delivered as soon as practicable after the
opening of such books or Security Register. A Debt Security shall be deemed to
have been converted as of the close of business on the date of the surrender of
such Debt Security for conversion as provided above, and the Person or Persons
entitled to receive the Common Stock issuable upon such conversion shall be
treated for all purposes as the record Holder or Holders of such Common Stock as
of the close of business on such date. In case any Debt Security shall be
surrendered for partial conversion, the Company shall execute and the Trustee
shall authenticate and deliver to or upon the written order of the Holder of the
Debt Securities so surrendered, without charge to such Holder (subject to the
provisions of Section 16.08), a new Debt Security

                                       76                       Senior Indenture
<PAGE>

or Securities in authorized denominations in an aggregate principal amount equal
to the unconverted portion of the surrendered Debt Security.

         SECTION 16.03. ADJUSTMENT OF CONVERSION PRICE FOR COMMON STOCK.

                  The Conversion Price with respect to any Debt Security which
is convertible into Common Stock shall be adjusted from time to time as follows:

                  (1)      In case the Company shall, at any time or from time
         to time while any of such Debt Securities are outstanding, (i) pay a
         dividend in shares of its Common Stock to holders of Common Stock, (ii)
         combine its outstanding shares of Common Stock into a smaller number of
         shares of Common Stock, (iii) subdivide its outstanding shares of
         Common Stock into a greater number of shares of Common Stock or (iv)
         make a distribution in shares of Common Stock to holders of Common
         Stock, then the Conversion Price in effect immediately before such
         action shall be adjusted so that the Holders of such Debt Securities,
         upon conversion thereof into Common Stock immediately following such
         event, shall be entitled to receive the kind and amount of shares of
         capital stock of the Company which they would have owned or been
         entitled to receive upon or by reason of such event if such Debt
         Securities had been converted immediately before the record dated (or,
         if no record date, the effective date) for such event. An adjustment
         made pursuant to this Section 16.03(1) shall become effective
         retroactively immediately after the record date in the case of a
         dividend or distribution and shall become effective retroactively
         immediately after the effective date in the case of a subdivision or
         combination. For the purposes of this Section 16.03(1), each Holder of
         Debt Securities shall be deemed to have failed to exercise any right to
         elect the kind or amount of securities receivable upon the payment of
         any such dividend, subdivision, combination or distribution (provided
         that if the kind or amount of securities receivable upon such dividend,
         subdivision, combination or distribution is not the same for each
         non-electing share, then the kind and amount of securities or other
         property receivable upon such dividend, subdivision, combination or
         distribution for each non-electing share shall be deemed to be the kind
         and amount so receivable per share by a plurality of the non-electing
         shares).

                  (2)      In case the Company shall, at any time or from time
         to time while any of such Debt Securities are outstanding, issue rights
         or warrants to all holders of shares of its Common Stock entitling them
         (for a period expiring within 45 days after the record date for such
         issuance) to subscribe for or purchase shares of Common Stock (or
         securities convertible into shares of Common Stock) at a price per
         share less than the Current Market Price of the Common Stock at such
         record date (treating the price per share of the securities convertible
         into Common Stock as equal to (x) the sum of (i) the price for a unit
         of the security convertible into Common Stock and (ii) any additional
         consideration initially payable upon the conversion of such security
         into Common Stock divided by (y) the number of shares of Common Stock
         initially underlying such convertible security), the Conversion Price
         with respect to such Debt Securities shall be adjusted so that it shall
         equal the price determined by dividing the Conversion Price in effect
         immediately prior to the date of issuance of such rights or warrants by
         a fraction, the numerator of which shall be the number of shares of
         Common Stock outstanding on the date of issuance of such rights or
         warrants plus the number of additional shares of Common Stock offered
         for subscription or purchase (or into which the convertible securities
         so offered are initially convertible), and the denominator of which
         shall be the number of shares of Common Stock outstanding on the date
         of issuance of such rights or warrants plus the

                                       77                       Senior Indenture
<PAGE>

         number of shares of additional shares of Common Stock which the
         aggregate offering price of the total number of shares of securities so
         offered for subscription or purchase (or the aggregate purchase price
         of the convertible securities so offered plus the aggregate amount of
         any additional consideration initially payable upon conversion of such
         securities into Common Stock) would purchase at such Current Market
         Price of the Common Stock. Such adjustment shall become effective
         retroactively immediately after the record date for the determination
         of stockholders entitled to receive such rights or warrants.

                  (3)      In the case the Company shall, at any time or from
         time to time while any of such Debt Securities are outstanding,
         distribute to all holders of shares of its Common Stock (including any
         such distribution made in connection with a consolidation or merger in
         which the Company is the continuing corporation and the Common Stock is
         not changed or exchanged) cash, evidences of its indebtedness,
         securities or assets (excluding (i) regular periodic cash dividends in
         amounts, if any, determined from time to time by the Board of
         Directors, (ii) dividends payable in shares of Common Stock for which
         adjustment is made under Section 16.03(1) or (iii) rights or warrants
         to subscribe for or purchase securities of the Company (excluding those
         referred to in Section 16.03(2))), then in each such case the
         Conversion Price with respect to such Debt Securities determined by
         dividing the Conversion Price in effect immediately prior to the date
         of such distribution by a fraction, the numerator of which shall be the
         Current Market Price of the Common Stock on the record date referred to
         below, and the denominator of which shall be such Current Market Price
         of the Common Stock less the then fair market value (as determined by
         the Board of Directors of the Company, whose determination shall be
         conclusive) of the portion of the cash or assets or evidences of
         indebtedness or securities so distributed or of such subscription
         rights or warrants applicable to one share of Common Stock (provided
         that such denominator shall never be less than 1.0); provided however,
         that no adjustment shall be made with respect to any distribution of
         rights to purchase securities of the Company if a Holder of Debt
         Securities would otherwise be entitled to receive such rights upon
         conversion at any time of such Debt Securities into Common Stock unless
         such rights are subsequently redeemed by the Company, in which case
         such redemption shall be treated for purposes of this section as a
         dividend on the Common Stock. Such adjustment shall become effective
         retroactively immediately after the record date for the determination
         of stockholders entitled to receive such distribution; and in the event
         that such distribution is not so made, the Conversion Price shall again
         be adjusted to the Conversion Price which would then be in effect if
         such record date had not been fixed.

                  (4)      The Company shall be entitled to make such additional
         adjustments in the Conversion Price, in addition to those required by
         Sections 16.03(1), 16.03(2), and 16.03(3), as shall be necessary in
         order that any dividend or distribution of Common Stock, any
         subdivision, reclassification or combination of shares of Common Stock
         or any issuance of rights or warrants referred to above shall not be
         taxable to the holders of Common Stock for United States Federal income
         tax purposes.

                  (5)      In any case in which this Section 16.03 shall require
         that any adjustment be made effective as of or retroactively
         immediately following a record date, the Company may elect to defer
         (but only for five (5) Trading Days following the filing of the
         statement referred to in Section 16.05) issuing to the Holder of any
         Debt Securities converted after such record date the shares of Common
         Stock and other capital stock of the Company issuable upon such
         conversion over and above the shares of Common Stock

                                       78                       Senior Indenture
<PAGE>
         and other capital stock of the Company issuable upon such conversion on
         the basis of the Conversion Price prior to adjustment; provided,
         however, that the Company shall deliver to such Holder a due bill or
         other appropriate instrument evidencing such Holder's right to receive
         such additional shares upon the occurrence of the event requiring such
         adjustment.

                  (6)      All calculations under this Section 16.03 shall be
         made to the nearest cent or one-hundredth of a share of security, with
         one-half cent and 0.005 of a share, respectively, being rounded upward.
         Notwithstanding any other provision of this Section 16.03, the Company
         shall not be required to make any adjustment of the Conversion Price
         unless such adjustment would require an increase or decrease of at
         least 1% of such price. Any lesser adjustment shall be carried forward
         and shall be made at the time of and together with the next subsequent
         adjustment which, together with any adjustment or adjustments so
         carried forward, shall amount to an increase or decrease of at least 1%
         in such price. Any adjustments under this Section 16.03 shall be made
         successively whenever an event requiring such an adjustment occurs.

                  (7)      In the event that at any time, as a result of an
         adjustment made pursuant to this Section 16.03, the Holder of any Debt
         Security thereafter surrendered for conversion shall become entitled to
         receive any shares of stock of the Company other than shares of Common
         Stock into which the Debt Securities originally were convertible, the
         Conversion Price of such other shares so receivable upon conversion of
         any such Debt Security shall be subject to adjustment from time to time
         in a manner and on terms as nearly equivalent as practicable to the
         provisions with respect to Common Stock contained in subparagraphs (1)
         through (6) of this Section 16.03, and the provisions of Sections
         16.01, 16.02 and 16.04 through 16.09 with respect to the Common Stock
         shall apply on like or similar terms to any such other shares and the
         determination of the Board of Directors as to any such adjustment shall
         be conclusive.

                  (8)      No adjustment shall be made pursuant to this Section:
         (i) if the effect thereof would be to reduce the Conversion Price below
         the par value (if any) of the Common Stock or (ii) subject to Section
         16.03(5) hereof, with respect to any Debt Security that is converted
         prior to the time such adjustment otherwise would be made.

         SECTION 16.04. CONSOLIDATION OR MERGER OF THE COMPANY.

                  In case of either (a) any consolidation or merger to which the
Company is a party, other than a merger or consolidation in which the Company is
the surviving or continuing corporation and which does not result in a
reclassification of, or change (other than a change in par value or from par
value to no par value or from no par value to par value, as a result of a
subdivision or combination) in, outstanding shares of Common Stock or (b) any
sale or conveyance of all or substantially all of the property and assets of the
Company to another Person, then each Debt Security then outstanding shall be
convertible from and after such merger, consolidation, sale or conveyance of
property and assets into the kind and amount of shares of stock or other
securities and property (including cash) receivable upon such consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
into which such Debt Securities would have been converted immediately prior to
such consolidation, merger, sale or conveyance, subject to adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article Sixteen (and assuming such holder of Common Stock failed to
exercise his rights of election, if any, as to the kind or amount of securities,
cash or other property (including cash) receivable upon such consolidation,
merger,

                                       79                       Senior Indenture
<PAGE>
sale or conveyance (provided that, if the kind or amount of securities, cash or
other property (including cash) receivable upon such consolidation, merger, sale
or conveyance is not the same for each non-electing share, then the kind and
amount of securities, cash or other property (including cash) receivable upon
such consolidation, merger, sale or conveyance for each non-electing share shall
be deemed to be the kind and amount so receivable per share by a plurality of
the non-electing shares or securities)). The Company shall not enter into any of
the transactions referred to in clause (a) or (b) of the preceding sentence
unless effective provision shall be made so as to give effect to the provisions
set forth in this Section 16.04. The provisions of this Section 16.04 shall
apply similarly to successive consolidations, mergers, sales or conveyances.

         SECTION 16.05. NOTICE OF ADJUSTMENT.

                  Whenever an adjustment in the Conversion Price with respect to
a series of Debt Securities is required:

                  (1)      the Company shall forthwith place on file with the
         Trustee and any Conversion Agent for such Securities a certificate of
         the Treasurer of the Company, stating the adjusted Conversion Price
         determined as provided herein and setting forth in reasonable detail
         such facts as shall be necessary to show the reason for and the manner
         of computing such adjustment, such certificate to be conclusive
         evidence that the adjustment is correct; and

                  (2)      a notice stating that the Conversion Price has been
         adjusted and setting forth the adjusted Conversion Price shall
         forthwith be given by the Company, or at the Company's request, by the
         Trustee in the name and at the expense of the Company, in the manner
         provided in Section 1.05. Any notice so given shall be conclusively
         presumed to have been duly given, whether or not the Holder receives
         such notice.

         SECTION 16.06. NOTICE IN CERTAIN EVENTS.

                  In case:

                  (1)      of a consolidation or merger to which the Company is
         a party and for which approval of any stockholders of the Company is
         required, or of the sale or conveyance to another Person or entity or
         group of Persons or entities acting in concert as a partnership,
         limited partnership, syndicate or other group (within the meaning of
         Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of
         all or substantially all of the property and assets of the Company; or

                  (2)      of the voluntary or involuntary dissolution,
         liquidation or winding up of the Company; or

                  (3)      of any action triggering an adjustment of the
         Conversion Price pursuant to this Article Sixteen;

then, in each case, the Company shall cause to be filed with the Trustee and the
Conversion Agent for the applicable Debt Securities, and shall cause to be
given, to the Holders of record of applicable Debt Securities in the manner
provided in Section 1.05, at least fifteen (15) days prior to the applicable
date hereinafter specified, a notice stating (x) the date on which a record is
to be taken for the purpose of any distribution or grant of rights or warrants
triggering an adjustment to the Conversion Price pursuant to this Article
Sixteen, or, if a record is not to be taken, the date as

                                       80                       Senior Indenture
<PAGE>

of which the holders of record or Common Stock entitled to such distribution,
rights or warrants are to be determined, or (y) the date on which any
reclassification, consolidation, merger, sale, conveyance, dissolution,
liquidation or winding up triggering an adjustment to the Conversion Price
pursuant to this Article Sixteen is expected to become effective, and the date
as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up.

                  Failure to give such notice or any defect therein shall not
affect the legality or validity of the proceedings described in clause (1), (2),
or (3) of this Section.

         SECTION 16.07. COMPANY TO RESERVE STOCK; REGISTRATION; LISTING.

                  (a)      The Company shall at all times reserve and keep
available, free from preemptive rights, out of its authorized but unissued
shares of Common Stock, for the purpose of effecting the conversion of the Debt
Securities, such number of its duly authorized shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all applicable
outstanding Debt Securities into such Common Stock at any time (assuming that,
at the time of the computation of such number of shares or securities, all such
Debt Securities would be held by a single holder); provided, however, that
nothing contained herein shall preclude the Company from satisfying its
obligations in respect of the conversion of the Debt Securities by delivery of
purchased shares of Common Stock which are held in the treasury of the Company.
The Company shall from time to time, in accordance with the laws of the State of
Texas, use its commercially reasonable best efforts to cause the authorized
amount of the Common Stock to be increased if the aggregate of the authorized
amount of the Common Stock remaining unissued and the issued shares of such
Common Stock in its treasury (other than any such shares reserved for issuance
in any other connection) shall not be sufficient to permit the conversion of all
Debt Securities.

                  (b)      If any shares of Common Stock which would be issuable
upon conversion of Debt Securities hereunder require registration with or
approval of any governmental authority before such shares or securities may be
issued upon such conversion, the Company will in good faith and as expeditiously
as possible endeavor to cause such shares or securities to be duly registered or
approved, as the case may be. The Company will endeavor to list the shares of
Common Stock required to be delivered upon conversion of the Debt Securities
prior to such delivery upon the principal national securities exchange upon
which the outstanding Common Stock is listed at the time of such delivery.

         SECTION 16.08. TAXES ON CONVERSION.

                  The Company shall pay any and all documentary, stamp or
similar issue or transfer taxes that may be payable in respect of the issue or
delivery of shares of Common Stock on conversion of Debt Securities pursuant
hereto. The Company shall not, however, be required to pay any such tax which
may be payable in respect of any transfer involved in the issue or delivery of
shares of Common Stock or the portion, if any, of the Debt Securities which are
not so converted in a name other than that in which the Debt Securities so
converted were registered, and no such issue or delivery shall be made unless
and until the Person requesting such issue has paid to the Company the amount of
such tax or has established to the satisfaction of the Company that such tax has
been paid.

                                       81                       Senior Indenture
<PAGE>

         SECTION 16.09. CONVERSION AFTER RECORD DATE.

                  If any Debt Securities are surrendered for conversion
subsequent to the record date preceding an Interest Payment Date but on or prior
to such Interest Payment Date (except Debt Securities called for redemption on a
Redemption Date between such record date and Interest Payment Date), the Holder
of such Debt Securities at the close of business on such record date shall be
entitled to receive the interest payable on such Debt Securities on such
Interest Payment Date notwithstanding the conversion thereof. Debt Securities
surrendered for conversion during the period from the close of business on any
record date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date to the opening of business on such Interest
Payment Date shall (except in the case of Debt Securities which have been called
for redemption on a Redemption Date within such period) be accompanied by
payment to the Company and in the Currency acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the Debt
Securities being surrendered for conversion. Except as provided in this Section
16.09, no adjustments in respect of payments of interest on Debt Securities
surrendered for conversion or any dividends or distributions of interest on the
Common Stock issued upon conversion shall be made upon the conversion of any
Debt Securities.

         SECTION 16.10. COMPANY DETERMINATION FINAL.

                  Any determination that the Company or the Board of Directors
must make pursuant to this Article is conclusive.

         SECTION 16.11. TRUSTEE'S DISCLAIMER.

                  The Trustee has no duty to determine when an adjustment under
this Article should be made, how it should be made or what it should be. The
Trustee makes no representation as to the validity or value of any securities or
assets issued upon conversion of Debt Securities. The Trustee shall not be
responsible for the Company's failure to comply with this Article. Each
Conversion Agent other than the Company shall have the same protection under
this Section as the Trustee.

                                ARTICLE SEVENTEEN
                                    GUARANTEE

         SECTION 17.01. APPLICABILITY OF ARTICLE; UNCONDITIONAL GUARANTEE

                  (a)      Notwithstanding any provision of this Article
Seventeen to the contrary, the provisions of this Article Seventeen shall be
applicable only to, and inure solely to the benefit of, the Debt Securities of
any series designated, pursuant to Section 3.01, as entitled to the benefits of
the guarantee of each Subsidiary of the Company therein designated as
guaranteeing such Debt Securities (as used in this Article Seventeen, each such
Subsidiary from time to time guaranteeing such Debt Securities, together with
its successor and assigns and until it is released therefrom as herein provided,
is referred to as a "SUBSIDIARY GUARANTOR").

                  (b)      For value received, each Subsidiary Guarantor hereby
fully, unconditionally and absolutely guarantees (the "GUARANTEE") to the
Holders and to the Trustee the due and punctual payment of the principal of, and
premium, if any, and interest on, the Debt Securities and all other amounts due
and payable under this Indenture and the Debt Securities by the Company, when
and as such principal, premium, if any, and interest shall become due and

                                       82                       Senior Indenture
<PAGE>

payable, whether at the stated maturity or by declaration of acceleration, call
for redemption or otherwise, according to the terms of the Debt Securities and
this Indenture, subject to the limitations set forth in Section 17.03.

                  (c)      Failing payment when due of any amount guaranteed
pursuant to the Guarantee, for whatever reason, each of the Subsidiary
Guarantors will be jointly and severally obligated to pay the same immediately.
The Guarantee hereunder is intended to be a general, unsecured, senior
obligation of each of the Subsidiary Guarantors and will rank pari passu in
right of payment with all Debt of such Subsidiary Guarantor that is not, by its
terms, expressly subordinated in right of payment to the Guarantee. Each of the
Subsidiary Guarantors hereby agrees that its obligations hereunder, shall be
full, unconditional and absolute, irrespective of the validity, regularity or
enforceability of the Debt Securities, the Guarantee (including the Guarantee of
any other Subsidiary Guarantor) or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Debt Securities
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company or any other Subsidiary Guarantor, or any action to enforce
the same or any other circumstances which might otherwise constitute a legal or
equitable discharge or defense of the Subsidiary Guarantors. Each of the
Subsidiary Guarantors hereby agrees that in the event of a default in payment of
the principal of, or premium, if any, or interest on the Debt Securities,
whether at the stated maturity or by declaration of acceleration, call for
redemption or otherwise, legal proceedings may be instituted by the Trustee on
behalf of the Holders or, subject to Section 5.07, by the Holders, on the terms
and conditions set forth in this Indenture, directly against such Subsidiary
Guarantor to enforce the Guarantee without first proceeding against the Company
or any other Subsidiary Guarantor.

                  (d)      The obligations of each of the Subsidiary Guarantors
under this Article Seventeen shall be as aforesaid full, unconditional and
absolute and shall not be impaired, modified, released or limited by any
occurrence or condition whatsoever, including, without limitation, (i) any
compromise, settlement, release, waiver, renewal, extension, indulgence or
modification of, or any change in, any of the obligations and liabilities of the
Company or any of the Subsidiary Guarantors contained in the Debt Securities or
this Indenture, (ii) any impairment, modification, release or limitation of the
liability of the Company, any of the Subsidiary Guarantors or either of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting from
the operation of any present or future provision of any applicable Federal or
State bankruptcy, insolvency or similar law, or other statute or from the
decision of any court, (iii) the assertion or exercise by the Company, any of
the Subsidiary Guarantors or the Trustee of any rights or remedies under the
Debt Securities or this Indenture or their delay in or failure to assert or
exercise any such rights or remedies, (iv) the assignment or the purported
assignment of any property as security for the Debt Securities, including all or
any part of the rights of the Company or any of the Subsidiary Guarantors under
this Indenture, (v) the extension of the time for payment by the Company or any
of the Subsidiary Guarantors of any payments or other sums or any part thereof
owing or payable under any of the terms and provisions of the Debt Securities or
this Indenture or of the time for performance by the Company or any of the
Subsidiary Guarantors of any other obligations under or arising out of any such
terms and provisions or the extension or the renewal of any thereof, (vi) the
modification or amendment (whether material or otherwise) of any duty, agreement
or obligation of the Company or any of the Subsidiary Guarantors set forth in
this Indenture, (vii) the voluntary or involuntary liquidation, dissolution,
sale or other disposition of all or substantially all of the assets, marshaling
of assets and liabilities, receivership, insolvency, bankruptcy, assignment for
the benefit of creditors, reorganization, arrangement, composition or
readjustment of, or other similar proceeding affecting, the Company or any of
the Subsidiary Guarantors or any of their respective assets, or the
disaffirmance of the

                                       83                       Senior Indenture
<PAGE>

Debt Securities, the Guarantee or this Indenture in any such proceeding, (viii)
the release or discharge of the Company or any of the Subsidiary Guarantors from
the performance or observance of any agreement, covenant, term or condition
contained in any of such instruments by operation of law, (ix) the
unenforceability of the Debt Securities, the Guarantee or this Indenture or (x)
any other circumstances which might otherwise constitute a legal or equitable
discharge of a surety or guarantor.

                  (e)      Each of the Subsidiary Guarantors hereby (i) waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of the merger, insolvency or bankruptcy of the Company or any of the
Subsidiary Guarantors, and all demands whatsoever, (ii) acknowledges that any
agreement, instrument or document evidencing the Guarantee may be transferred
and that the benefit of its obligations hereunder shall extend to each holder of
any agreement, instrument or document evidencing the Guarantee without notice to
it and (iii) covenants that the Guarantee will not be discharged except by
complete performance of the Guarantee. Each of the Subsidiary Guarantors further
agrees that if at any time all or any part of any payment theretofore applied by
any Person to the Guarantee is, or must be, rescinded or returned for any reason
whatsoever, including without limitation, the insolvency, bankruptcy or
reorganization of the Company or any of the Subsidiary Guarantors, the Guarantee
shall, to the extent that such payment is or must be rescinded or returned, be
deemed to have continued in existence notwithstanding such application, and the
Guarantee shall continue to be effective or be reinstated, as the case may be,
as though such application had not been made.

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

         SECTION 17.02. EXECUTION AND DELIVERY OF GUARANTEE

                  To further evidence the Guarantee set forth in Section 17.01,
each of the Subsidiary Guarantors hereby agrees that a notation relating to such
Guarantee, substantially in the form attached hereto as Annex A, shall be
endorsed on each Debt Security entitled to the benefits of the Guarantee
authenticated and delivered by the Trustee and executed by either manual or
facsimile signature of an officer of Subsidiary Guarantor, or in the case of a
Subsidiary Guarantor that is a limited partnership, an officer of the general
partner of each Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby
agrees that the Guarantee set forth in Section 14.01 shall remain in full force
and effect notwithstanding any failure to endorse on each Debt Security a
notation relating to the Guarantee. If any officer of the Subsidiary Guarantor,
or in the case of a Subsidiary Guarantor that is a limited partnership, any
officer of the general partner of the Subsidiary Guarantor, whose signature is
on this Indenture or a Debt Security no longer holds that office at the time the
Trustee authenticates such Debt Security or at any time thereafter, the
Guarantee of such Debt Security shall be valid nevertheless. The delivery of any
Debt Security by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Guarantee set forth in this Indenture on behalf
of the Subsidiary Guarantors.

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

                                       84                       Senior Indenture
<PAGE>

         SECTION 17.03. LIMITATION ON SUBSIDIARY GUARANTORS' LIABILITY

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

         SECTION 17.04. RELEASE OF SUBSIDIARY GUARANTORS FROM GUARANTEE.

                  (a)      Notwithstanding any other provisions of this
Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the
terms and subject to the conditions set forth in this Section 17.04. Provided
that no Default shall have occurred and shall be continuing under this
Indenture, any Guarantee incurred by a Subsidiary Guarantor pursuant to this
Article Seventeen shall be unconditionally released and discharged (i)
automatically upon (A) any sale, exchange or transfer, whether by way of merger
or otherwise, to any Person that is not an Affiliate of the Company, of all of
the Company's direct or indirect equity interests in, or all or substantially
all the assets of, such Subsidiary Guarantor (provided such sale, exchange or
transfer is not prohibited by this Indenture) or (B) the merger of such
Subsidiary Guarantor into the Company or any other Subsidiary Guarantor or the
liquidation and dissolution of such Subsidiary Guarantor (in each case to the
extent not prohibited by this Indenture) or (ii) following delivery of a written
notice of such release or discharge by the Company to the Trustee, upon the
release or discharge of all guarantees by such Subsidiary Guarantor of any
indebtedness of the Company for money borrowed other than obligations arising
under this Indenture and any Debt Securities issued hereunder, except a
discharge or release by or as a result of payment under such guarantees.

                  (b)      The Trustee shall deliver an appropriate instrument
evidencing any release of a Subsidiary Guarantor from the Guarantee upon receipt
of a written request of the Company accompanied by an Officers' Certificate and
an Opinion of Counsel to the effect that the Subsidiary Guarantor is entitled to
such release in accordance with the provisions of this Indenture. Any Subsidiary
Guarantor not so released remains liable for the full amount of principal of
(and premium, if any, on) and interest on the Debt Securities entitled to the
benefits of such Guarantee as provided in this Indenture, subject to the
limitations of Section 17.03.

         SECTION 17.05. SUBSIDIARY GUARANTOR CONTRIBUTION

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

                                       85                       Senior Indenture
<PAGE>

in discharging the Company's obligations with respect to the Debt Securities or
any other Subsidiary Guarantor's obligations with respect to its Guarantee.

              [THE REMAINDER OF THE PAGE LEFT INTENTIONALLY BLANK]

                                       86                       Senior Indenture
<PAGE>

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

                                       THE MERIDIAN RESOURCE CORPORATION

                                       By __________________________________
                                            Name:
                                            Title:

                                       ____________________, as Trustee

                                       By __________________________________
                                            Name:
                                            Title:

                                       87                       Senior Indenture
<PAGE>

                                                                         ANNEX A

                              NOTATION OF GUARANTEE

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

                  The obligations of the Subsidiary Guarantors to the Holders of
Debt Securities and to the Trustee pursuant to the Guarantee and the Indenture
are expressly set forth in Article Seventeen of the Indenture, and reference is
hereby made to the Indenture for the precise terms of the Guarantee. Subsidiary
Guarantors are subject to release under circumstances set forth in the
Indenture.

                      [SIGNATURES OF SUBSIDIARY GUARANTORS]

                                       88                       Senior Indenture