<PAGE>

                                                                     EXHIBIT 4.5

                         FORM OF SUBORDINATED INDENTURE

                         PARALLEL PETROLEUM CORPORATION

                                    as Issuer

                                       and

                                   as Trustee

                                    Indenture
                          Dated as of __________, _____

                          Subordinated Debt Securities

<PAGE>

                         PARALLEL PETROLEUM CORPORATION

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED
AS OF __________, _____

<TABLE>
<CAPTION>
        SECTION OF
      TRUST INDENTURE               SECTION(s) OF
        ACT OF 1939                   INDENTURE
-------------------------------     --------------
<S>                                 <C>
Section 310  (a)(1)                 7.10
             (a)(2)                 7.10
             (a)(3)                 Not Applicable
             (a)(4)                 Not Applicable
             (a)(5)                 7.10
             (b)                    7.08, 7.10
Section 311  (a)                    7.11
             (b)                    7.11
             (c)                    Not Applicable
Section 312  (a)                    2.07
             (b)                    11.03
             (c)                    11.03
Section 313  (a)                    7.06
             (b)                    7.06
             (c)                    7.06
             (d)                    7.06
Section 314  (a)                    4.03, 4.04
             (b)                    Not Applicable
             (c)(1)                 11.04
             (c)(2)                 11.04
             (c)(3)                 Not Applicable
             (d)                    Not Applicable
             (e)                    11.05
Section 315  (a)                    7.01(b)
             (b)                    7.05
             (c)                    7.01(a)
             (d)                    7.01(c)
             (d)(1)                 7.01(c)(1)
             (d)(2)                 7.01(c)(2)
             (d)(3)                 7.01(c)(3)
             (e)                    6.11
Section 316  (a)(1)(A)              6.05
             (a)(1)(B)              6.04
             (a)(2)                 Not Applicable
             (a)(last sentence)     2.11
             (b)                    6.07
Section 317  (a)(1)                 6.08
             (a)(2)                 6.09
             (b)                    2.06
Section 318  (a)                    11.01
</TABLE>

                                       i
<PAGE>

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

                                TABLE OF CONTENTS

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

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

ARTICLE II          THE SECURITIES

    SECTION 2.01    Amount Unlimited; Issuable in Series.
    SECTION 2.02    Denominations.
    SECTION 2.03    Forms Generally.
    SECTION 2.04    Execution, Authentication, Delivery and Dating.
    SECTION 2.05    Registrar and Paying Agent.
    SECTION 2.06    Paying Agent to Hold Money in Trust.
    SECTION 2.07    Holder Lists.
    SECTION 2.08    Transfer and Exchange.
    SECTION 2.09    Replacement Securities.
    SECTION 2.10    Outstanding Securities.
    SECTION 2.11    Original Issue Discount, Foreign-Currency Denominated and
                    Treasury Securities.
    SECTION 2.12    Temporary Securities.
    SECTION 2.13    Cancellation.
    SECTION 2.14    Payments; Defaulted Interest.
    SECTION 2.15    Persons Deemed Owners.
    SECTION 2.16    Computation of Interest.
    SECTION 2.17    Global Securities; Book-Entry Provisions.

ARTICLE III         REDEMPTION

    SECTION 3.01    Applicability of Article.
    SECTION 3.02    Notice to the Trustee.
    SECTION 3.03    Selection of Securities To Be Redeemed.
    SECTION 3.04    Notice of Redemption.
    SECTION 3.05    Effect of Notice of Redemption.
    SECTION 3.06    Deposit of Redemption Price.
    SECTION 3.07    Securities Redeemed or Purchased in Part.
    SECTION 3.08    Purchase of Securities.
    SECTION 3.09    Mandatory and Optional Sinking Funds.
    SECTION 3.10    Satisfaction of Sinking Fund Payments with Securities.
    SECTION 3.11    Redemption of Securities for Sinking Fund.
</TABLE>

                                       ii
<PAGE>
<TABLE>
<S>                 <C>
ARTICLE IV          COVENANTS

    SECTION 4.01    Payment of Securities.
    SECTION 4.02    Maintenance of Office or Agency.
    SECTION 4.03    SEC Reports; Financial Statements.
    SECTION 4.04    Compliance Certificate.
    SECTION 4.05    Corporate Existence.
    SECTION 4.06    Waiver of Stay, Extension or Usury Laws.
    SECTION 4.07    Additional Amounts.

ARTICLE V           SUCCESSORS

    SECTION 5.01    Limitations on Mergers and Consolidations.
    SECTION 5.02    Successor Person Substituted.

ARTICLE VI          DEFAULTS AND REMEDIES

    SECTION 6.01    Events of Default.
    SECTION 6.02    Acceleration.
    SECTION 6.03    Other Remedies.
    SECTION 6.04    Waiver of Defaults.
    SECTION 6.05    Control by Majority.
    SECTION 6.06    Limitations on Suits.
    SECTION 6.07    Rights of Holders to Receive Payment.
    SECTION 6.08    Collection Suit by Trustee.
    SECTION 6.09    Trustee May File Proofs of Claim.
    SECTION 6.10    Priorities.
    SECTION 6.11    Undertaking for Costs.

ARTICLE VII         TRUSTEE

    SECTION 7.01    Duties of Trustee.
    SECTION 7.02    Rights of Trustee.
    SECTION 7.03    May Hold Securities.
    SECTION 7.04    Trustee's Disclaimer.
    SECTION 7.05    Notice of Defaults.
    SECTION 7.06    Reports by Trustee to Holders.
    SECTION 7.07    Compensation and Indemnity.
    SECTION 7.08    Replacement of Trustee.
    SECTION 7.09    Successor Trustee by Merger, etc.
    SECTION 7.10    Eligibility; Disqualification.
    SECTION 7.11    Preferential Collection of Claims Against the Company.

ARTICLE VIII        DISCHARGE OF INDENTURE

    SECTION 8.01    Termination of the Company's Obligations.
    SECTION 8.02    Application of Trust Money.
    SECTION 8.03    Repayment to Company.
    SECTION 8.04    Reinstatement.
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                 <C>
ARTICLE IX          SUPPLEMENTAL INDENTURES AND AMENDMENTS

    SECTION 9.01    Without Consent of Holders.
    SECTION 9.02    With Consent of Holders.
    SECTION 9.03    Compliance with Trust Indenture Act.
    SECTION 9.04    Revocation and Effect of Consents.
    SECTION 9.05    Notation on or Exchange of Securities.
    SECTION 9.06    Trustee to Sign Amendments, etc.

ARTICLE X           SUBORDINATION OF SECURITIES

    SECTION 10.01   Securities Subordinated to Senior Debt.
    SECTION 10.02   No Payment on Securities in Certain Circumstances.
    SECTION 10.03   Securities Subordinated to Prior Payment of All Senior Debt
                    on Dissolution, Liquidation or Reorganization.
    SECTION 10.04   Subrogation to Rights of Holders of Senior Debt.
    SECTION 10.05   Obligations of the Company Unconditional.
    SECTION 10.06   Trustee Entitled to Assume Payments Not Prohibited in
                    Absence of Notice.
    SECTION 10.07   Application by Trustee of Amounts Deposited with It.
    SECTION 10.08   Subordination Rights Not Impaired by Acts or Omissions of
                    the Company or Holders of Senior Debt.
    SECTION 10.09   Trustee to Effectuate Subordination of Securities.
    SECTION 10.10   Right of Trustee to Hold Senior Debt.
    SECTION 10.11   Article X Not to Prevent Events of Default.
    SECTION 10.12   No Fiduciary Duty of Trustee to Holders of Senior Debt.
    SECTION 10.13   Article Applicable to Paying Agent.

ARTICLE XI          MISCELLANEOUS

    SECTION 11.01   Trust Indenture Act Controls.
    SECTION 11.02   Notices.
    SECTION 11.03   Communication by Holders with Other Holders.
    SECTION 11.04   Certificate and Opinion as to Conditions Precedent.
    SECTION 11.05   Statements Required in Certificate or Opinion.
    SECTION 11.06   Rules by Trustee and Agents.
    SECTION 11.07   Legal Holidays.
    SECTION 11.08   No Recourse Against Others.
    SECTION 11.09   Governing Law.
    SECTION 11.10   No Adverse Interpretation of Other Agreements.
    SECTION 11.11   Successors.
    SECTION 11.12   Severability.
    SECTION 11.13   Counterpart Originals.
    SECTION 11.14   Table of Contents, Headings, etc.
</TABLE>

                                       iv
<PAGE>

      INDENTURE dated as of ____________, _______ between Parallel Petroleum
Corporation, a Delaware corporation (the "Company"), and ___________________, as
trustee (the "Trustee").

      Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's unsecured
subordinated debentures, notes or other evidences of indebtedness (the
"Securities") to be issued from time to time in one or more series as provided
in this Indenture:

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

      SECTION 1.01 Definitions.

      "Additional Amounts" means any additional amounts required by the express
terms of a Security or by or pursuant to a Board Resolution, under circumstances
specified therein or pursuant thereto, to be paid by the Company with respect to
certain taxes, assessments or other governmental charges imposed on certain
Holders and that are owing to such Holders.

      "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 purposes of this definition, "control"
of a Person shall mean the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" shall have meanings correlative to the foregoing.

      "Agent" means any Registrar or Paying Agent.

      "Bankruptcy Law" means Title 11 of the United States Code or any similar
federal, state or foreign law for the relief of debtors.

      "Board of Directors" means the Board of Directors of the Company or any
committee thereof duly authorized, with respect to any particular matter, to act
by or on behalf of the Board of Directors of the Company.

      "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" means any day that is not a Legal Holiday.

      "Capitalized Lease Obligation" of any Person means any obligation of such
Person to pay rent or other amounts under a lease of property, real or personal,
that is required to be capitalized for financial reporting purposes in
accordance with GAAP; and the amount of such obligation shall be the capitalized
amount thereof determined in accordance with GAAP.

      "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; provided, however, that for purposes of any provision
contained herein which is required by the TIA, "Company" shall also mean each
other obligor (if any) on the Securities of a series.

      "Company Order" and "Company Request" mean, respectively, a written order
or request signed in the name of the Company by two Officers of the Company, and
delivered to the Trustee.

      "Corporate Trust Office of the Trustee" means the office of the Trustee
located at _____________, Attention:___________, and as may be located at such
other address as the Trustee may give notice to the Company.

                                       1
<PAGE>

      "Debt" of any Person means, without duplication: (i) all indebtedness or
obligations of such Person for borrowed money (whether or not the recourse of
the lender is to the whole of the assets of such Person or only to a portion
thereof); (ii) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments; (iii) all obligations of such Person in
respect of letters of credit or other similar instruments (or reimbursement
obligations with respect thereto), other than standby letters of credit, bid or
performance bonds and other obligations issued by or for the account of such
Person in the ordinary course of business, to the extent not drawn or, to the
extent drawn, if such drawing is reimbursed not later than the third Business
Day following demand for reimbursement; (iv) all obligations of such Person to
pay the deferred and unpaid purchase price of property or services, except trade
payables and accrued expenses incurred in the ordinary course of business; (v)
all Capitalized Lease Obligations of such Person; (vi) all Debt of others
secured by a lien on any asset of such Person, whether or not such Debt is
assumed by such Person (provided that if the obligations so secured have not
been assumed in full by such Person or are not otherwise such Person's legal
liability in full, then such obligations shall be deemed to be in an amount
equal to the greater of (a) the lesser of (1) the full amount of such
obligations and (2) the fair market value of such assets, as determined in good
faith by the Board of Directors of such Person, which determination shall be
evidenced by a Board Resolution, and (b) the amount of obligations as have been
assumed by such Person or which are otherwise such Person's legal liability);
and (vii) all Debt of others (other than endorsements in the ordinary course of
business) guaranteed by such Person to the extent of such guarantee.

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

      "Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in global form, the Person specified pursuant to
Section 2.01 hereof as the initial Depositary with respect to the Securities of
such series, until a successor shall have been appointed and become such
pursuant to the applicable provision of this Indenture, and thereafter
"Depositary" shall mean or include such successor.

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

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

      "GAAP" means generally accepted accounting principles in the United States
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 may be approved by a significant segment of
the accounting profession of the United States, as in effect from time to time.

      "Global Security" means a Security that is issued in global form in the
name of the Depositary with respect thereto or its nominee.

      "Government Obligations" means, with respect to a series of Securities,
direct obligations of the government that issues the currency in which the
Securities of the series are payable for the payment of which the full faith and
credit of such government is pledged, or obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of such government, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by such government.

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

      "Indenture" means this Indenture as amended or supplemented from time to
time pursuant to the provisions hereof, and includes the terms of a particular
series of Securities established as contemplated by Section 2.01.

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

                                       2
<PAGE>

      "Interest Payment Date," when used with respect to any Security, shall
have the meaning assigned to such term in the Security as contemplated by
Section 2.01.

      "Issue Date" means, with respect to Securities of a series, the date on
which the Securities of such series are originally issued under this Indenture.

      "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in any of The City of New York, New York; Midland, Texas or a Place
of Payment are authorized or obligated by law, regulation or executive order to
remain closed.

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

      "Officer" means the Chairman of the Board, the President, any Vice
Chairman of the Board, any Vice President, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Assistant Secretary of a Person.

      "Officers' Certificate" means a certificate signed by two Officers of a
Person.

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

      "Original Issue Discount Security" means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

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

      "Place of Payment" means, with respect to the Securities of any series,
the place or places where the principal of, premium (if any) and interest on and
any Additional Amounts with respect to the Securities of that series are payable
as specified in accordance with Section 2.01 subject to the provisions of
Section 4.02.

      "Principal" of a Security means the principal of the Security plus, when
appropriate, the premium, if any, on the Security.

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

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

      "Responsible Officer" means any officer within the corporate trust
department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other
officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.

      "Rule 144A Securities" means Securities of a series designated pursuant to
Section 2.01 as entitled to the benefits of Section 4.03(b).

                                       3
<PAGE>

      " SEC" means the Securities and Exchange Commission.

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

      " Security Custodian" means, with respect to Securities of a series issued
in global form, the Trustee for Securities of such series, as custodian with
respect to the Securities of such series, or any successor entity thereto.

      "Senior Debt" of the Company, unless otherwise provided with respect to
the Securities of a series as contemplated by Section 2.01, means (i) all Debt
of the Company, whether currently outstanding or hereafter created, incurred or
assumed, unless, by the terms of the instrument creating or evidencing such Debt
or pursuant to which such Debt is outstanding, it is provided that such Debt is
not superior in right of payment to the Securities or to other Debt which is
pari passu with or subordinated to the Securities, and (ii) any modifications,
refunding, deferrals, renewals or extensions of any such Debt or any securities,
notes or other evidences of Debt issued in exchange for such Debt; provided
that, unless otherwise provided with respect to the Securities of a series as
contemplated by Section 2.01, in no event shall "Senior Debt" include (a) Debt
of the Company owed or owing to any Subsidiary or any officer, director or
employee of the Company or any Subsidiary, (b) Debt to trade creditors or (c)
any liability for taxes owed or owing by the Company.

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

      "Subsidiary" of a Person means an Affiliate controlled by such Person
directly, or indirectly through one or more intermediaries.

      "TIA" means the Trust Indenture Act of 1939, as amended, as in effect on
the date hereof.

      "Trustee" means the Person named as such above until a successor replaces
it in accordance with the applicable provisions of this Indenture, and
thereafter "Trustee" means each Person who is then a Trustee hereunder, and if
at any time there is more than one such Person, "Trustee" as used with respect
to the Securities of any series means the Trustee with respect to Securities of
that series.

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

      "U.S. Government Obligations" means Government Obligations with respect to
Securities payable in Dollars.

      SECTION 1.02 Other Definitions.

<TABLE>
<CAPTION>
          TERM                             DEFINED IN SECTION
--------------------------------           ------------------
<S>                                        <C>
"Agent Members"                                    2.17
"Bankruptcy Custodian"                             6.01
"Conversion Event"                                 6.01
"covenant defeasance"                              8.01
"Event of Default"                                 6.01
"Exchange Rate"                                    2.11
"Judgment Currency"                                6.10
"legal defeasance"                                 8.01
"mandatory sinking fund payment"                   3.09
"optional sinking fund payment"                    3.09
</TABLE>

                                       4
<PAGE>

<TABLE>
<S>                                               <C>
"Paying Agent"                                     2.05
"Payment Default"                                 10.02
"Registrar"                                        2.05
"Required Currency"                                6.10
"Successor"                                        5.01
</TABLE>

      SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

      Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture (and if the
Indenture is not qualified under the TIA at that time, as if it were so
qualified unless otherwise provided). The following TIA terms used in this
Indenture have the following meanings:

      "Commission" means the SEC.

      "indenture securities" means the Securities.

      "indenture security holder" means a Holder.

      "indenture to be qualified" means this Indenture.

      "indenture trustee" or "institutional trustee" means the Trustee.

      "obligor" on the indenture securities means the Company or any other
obligor on the Securities.

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

      SECTION 1.04 Rules of Construction.

      Unless the context otherwise requires:

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

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

            (3)   "or" is not exclusive;

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

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

            (6)   all references in this instrument to Articles and Sections are
                  references to the corresponding Articles and Sections in and
                  of this instrument.

                                   ARTICLE II
                                 THE SECURITIES

      SECTION 2.01 Amount Unlimited; Issuable in Series.

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

                                       5
<PAGE>

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

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

                  (2) if there is to be a limit, the limit upon the aggregate
         principal amount of the Securities of the series that may be
         authenticated and delivered under this Indenture (except for Securities
         authenticated and delivered upon registration of transfer of, or in
         exchange for, or in lieu of, other Securities of the series pursuant to
         Section 2.08, 2.09, 2.12, 2.17, 3.07 or 9.05 and except for any
         Securities which, pursuant to Section 2.04 or 2.17, are deemed never to
         have been authenticated and delivered hereunder); provided, however,
         that unless otherwise provided in the terms of the series, the
         authorized aggregate principal amount of such series may be increased
         before or after the issuance of any Securities of the series by a Board
         Resolution (or action pursuant to a Board Resolution) to such effect;

                  (3) whether any Securities of the series are to be issuable
         initially in temporary global form and whether any Securities of the
         series are to be issuable in permanent global form, as Global
         Securities or otherwise, and, if so, whether beneficial owners of
         interests in any such Global Security may exchange such interests for
         Securities of such series and of like tenor of any authorized form and
         denomination and the circumstances under which any such exchanges may
         occur, if other than in the manner provided in Section 2.17, and the
         initial Depositary and Security Custodian, if any, for any Global
         Security or Securities of such series;

                  (4) the manner in which any interest payable on a temporary
         Global Security on any Interest Payment Date will be paid if other than
         in the manner provided in Section 2.14;

                  (5) the date or dates on which the principal of and premium
         (if any) on the Securities of the series is payable or the method of
         determination thereof;

                  (6) the rate or rates, or the method of determination thereof,
         at which the Securities of the series shall bear interest, if any,
         whether and under what circumstances Additional Amounts with respect to
         such Securities shall be payable, the date or dates from which such
         interest shall accrue, the Interest Payment Dates on which such
         interest shall be payable and the record date for the interest payable
         on any Securities on any Interest Payment Date, or if other than
         provided herein, the Person to whom any interest on Securities of the
         series shall be payable;

                  (7) the place or places where, subject to the provisions of
         Section 4.02, the principal of, premium (if any) and interest on and
         any Additional Amounts with respect to the Securities of the series
         shall be payable;

                  (8) the period or periods within which, the price or prices
         (whether denominated in cash, securities or otherwise) at which and the
         terms and conditions upon which Securities of the series may be
         redeemed, in whole or in part, at the option of the Company, if the
         Company is to have that option, and the manner in which the Company
         must exercise any such option, if different from those set forth
         herein;

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

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

                                       6
<PAGE>

                  (11) if other than Dollars, the currency or currencies
         (including composite currencies) or the form, including equity
         securities, other debt securities (including Securities), warrants or
         any other securities or property of the Company or any other Person, in
         which payment of the principal of, premium (if any) and interest on and
         any Additional Amounts with respect to the Securities of the series
         shall be payable;

                  (12) if the principal of, premium (if any) or interest on or
         any Additional Amounts with respect to the Securities of the series are
         to be payable, at the election of the Company or a Holder thereof, in a
         currency or currencies (including composite currencies) other than that
         in which the Securities are stated to be payable, the currency or
         currencies (including composite currencies) in which payment of the
         principal of, premium (if any) and interest on and any Additional
         Amounts with respect to Securities of such series as to which such
         election is made shall be payable, and the periods within which and the
         terms and conditions upon which such election is to be made;

                  (13) if the amount of payments of principal of, premium (if
         any) and interest on and any Additional Amounts with respect to the
         Securities of the series may be determined with reference to any
         commodities, currencies or indices, values, rates or prices or any
         other index or formula, the manner in which such amounts shall be
         determined;

                  (14) if other than the entire principal amount thereof, the
         portion of the principal amount of Securities of the series that shall
         be payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 6.02;

                  (15) any additional means of satisfaction and discharge of
         this Indenture and any additional conditions or limitations to
         discharge with respect to Securities of the series pursuant to Article
         VIII or any modifications of or deletions from such conditions or
         limitations;

                  (16) any deletions or modifications of or additions to the
         Events of Default set forth in Section 6.01 or covenants of the Company
         set forth in Article IV pertaining to the Securities of the series;

                  (17) any restrictions or other provisions with respect to the
         transfer or exchange of Securities of the series, which may amend,
         supplement, modify or supersede those contained in this Article II;

                  (18) if the Securities of the series are to be convertible
         into or exchangeable for capital stock, other debt securities
         (including Securities), warrants, other equity securities or any other
         securities or property of the Company or any other Person, at the
         option of the Company or the Holder or upon the occurrence of any
         condition or event, the terms and conditions for such conversion or
         exchange;

                  (19) if the Securities of the series are to be entitled to the
         benefit of Section 4.03(b) (and accordingly constitute Rule 144A
         Securities), that fact;

                  (20) any modifications to the definition of "Senior Debt," to
         Article X or to the other provisions regarding subordination with
         respect to the Securities of the series; and

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

      All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 2.03) set forth, or
determined in the manner provided, in the Officers' Certificate or Company Order
referred to above or in any such indenture supplemental hereto.

      If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action, together
with such Board Resolution, shall be set forth in an Officers' Certificate

                                       7
<PAGE>

or 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 or Company Order setting forth the terms of the series.

      The Securities shall be subordinated in right of payment to Senior Debt as
provided in Article X and/or as specified as contemplated pursuant to this
Section 2.01.

      SECTION 2.02 Denominations.

      The Securities of each series shall be issuable in such denominations as
shall be specified as contemplated by Section 2.01. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such
series denominated in Dollars shall be issuable in denominations of $1,000 and
any integral multiples thereof.

      SECTION 2.03 Forms Generally.

      The Securities of each series shall be in fully registered form and in
substantially such form or forms (including temporary or permanent global form)
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto. The Securities may have notations, legends or endorsements
required by law, securities exchange rule, the Company's certificate of
incorporation, bylaws or other similar governing documents, agreements to which
the Company is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Company). A copy of the
Board Resolution establishing the form or forms of Securities of any series
shall be delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 2.04 for the authentication and delivery of such
Securities.

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

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

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

                                    __________________________ , as Trustee

                                    By: _____________________________________
                                        Authorized Signatory".

      SECTION 2.04 Execution, Authentication, Delivery and Dating.

      Two Officers of the Company shall sign the Securities on behalf of the
Company by manual or facsimile signature. If an Officer of the Company whose
signature is on a Security no longer holds that office at the time the Security
is authenticated, the Security shall be valid nevertheless.

      A Security shall not be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose until authenticated by the manual signature
of an authorized signatory of the Trustee, which signature shall be conclusive
evidence that the Security has been authenticated under this Indenture.
Notwithstanding the foregoing, if any Security has been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
delivers such Security to the Trustee for cancellation as provided in Section
2.13, together with a written statement (which need not comply with Section
11.05 and need not be accompanied by an Opinion of Counsel) stating that such
Security has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, and the Trustee shall

                                       8
<PAGE>

authenticate and deliver such Securities for original issue upon a Company Order
for the authentication and delivery of such Securities or pursuant to such
procedures acceptable to the Trustee as may be specified from time to time by
Company Order. Such order shall specify the amount of the Securities to be
authenticated, the date on which the original issue of Securities is to be
authenticated, the name or names of the initial Holder or Holders and any other
terms of the Securities of such series not otherwise determined. If provided for
in such procedures, such Company Order may authorize (1) authentication and
delivery of Securities of such series for original issue from time to time, with
certain terms (including, without limitation, the Maturity dates or dates,
original issue date or dates and interest rate or rates) that differ from
Security to Security and (2) may authorize authentication and delivery pursuant
to oral or electronic instructions from the Company or its duly authorized
agent, which instructions shall be promptly confirmed in writing.

      If the form or terms of the Securities of the series have been established
in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive (in addition to the Company Order referred to above and the
other documents required by Section 11.04), and (subject to Section 7.01) shall
be fully protected in relying upon:

                  (a) an Officers' Certificate setting forth the Board
         Resolution and, if applicable, an appropriate record of any action
         taken pursuant thereto, as contemplated by the last paragraph of
         Section 2.01; and

                  (b) an Opinion of Counsel to the effect that:

                           (i) the form of such Securities has been established
                  in conformity with the provisions of this Indenture;

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

                           (iii) that such Securities, when authenticated and
                  delivered by the Trustee and issued by the Company in the
                  manner and subject to any conditions specified in such Opinion
                  of Counsel, will constitute valid and binding obligations of
                  the Company, enforceable against the Company in accordance
                  with their terms, except as the enforceability thereof may be
                  limited by applicable bankruptcy, insolvency, reorganization,
                  moratorium, fraudulent conveyance or other similar laws in
                  effect from time to time affecting the rights of creditors
                  generally, and the application of general principles of equity
                  (regardless of whether such enforceability is considered in a
                  proceeding in equity or at law).

      If all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Officers' Certificate and Opinion of
Counsel at the time of issuance of each such Security, but such Officers'
Certificate and Opinion of Counsel shall be delivered at or before the time of
issuance of the first Security of the series to be issued.

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

      The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company.

      Each Security shall be dated the date of its authentication.

      SECTION 2.05 Registrar and Paying Agent.

                                       9
<PAGE>

      The Company shall maintain an office or agency for each series of
Securities where Securities of such series may be presented for registration of
transfer or exchange ("Registrar") and an office or agency where Securities of
such series may be presented for payment ("Paying Agent"). The Registrar shall
keep a register of the Securities of such series and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent.

      The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. The Company may change any Paying Agent or Registrar
without notice to any Holder. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company or any Subsidiary may act as Paying Agent or Registrar.

      The Company initially appoints the Trustee as Registrar and Paying Agent.

      SECTION 2.06 Paying Agent to Hold Money in Trust.

      The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, or interest on or any Additional Amounts with
respect to Securities and will notify the Trustee of any default by the Company
in making any such payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee and to account for any funds disbursed.
Upon payment over to the Trustee and upon accounting for any funds disbursed,
the Paying Agent (if other than the Company or a Subsidiary) shall have no
further liability for the money. If the Company or a Subsidiary acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent. Each Paying Agent shall
otherwise comply with TIA Section 317(b).

      SECTION 2.07 Holder Lists.

      The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is
not the Registrar with respect to a series of Securities, the Company shall
furnish to the Trustee at least five Business Days before each Interest Payment
Date with respect to such series of Securities, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders of such
series, and the Company shall otherwise comply with TIA Section 312(a).

      SECTION 2.08 Transfer and Exchange.

      Except as set forth in Section 2.17 or as may be provided pursuant to
Section 2.01:

      When Securities of any series are presented to the Registrar with the
request to register the transfer of such Securities or to exchange such
Securities for an equal principal amount of Securities of the same series of
like tenor and of other authorized denominations, the Registrar shall register
the transfer or make the exchange as requested if its requirements and the
requirements of this Indenture for such transactions are met; provided, however,
that the Securities presented or surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instruction of
transfer in form reasonably satisfactory to the Registrar duly executed by the
Holder thereof or by his attorney, duly authorized in writing, on which
instruction the Registrar can rely.

      To permit registrations of transfers and exchanges, the Company shall
execute and the Trustee shall authenticate Securities at the Registrar's written
request and submission of the Securities or Global Securities. No service charge
shall be made to a Holder for any registration of transfer or exchange (except
as otherwise expressly permitted herein), but the Company may require payment of
a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than such transfer tax or similar
governmental charge payable upon exchanges pursuant to Section 2.12, 3.07 or
9.05). The Trustee shall authenticate Securities in accordance with the
provisions of Section 2.04. Notwithstanding any other provisions of this
Indenture to the

                                       10
<PAGE>

contrary, the Company shall not be required to register the transfer or exchange
of (a) any Security selected for redemption in whole or in part pursuant to
Article III, except the unredeemed portion of any Security being redeemed in
part, or (b) any Security during the period beginning 15 Business Days prior to
the mailing of notice of any offer to repurchase Securities of the series
required pursuant to the terms thereof or of redemption of Securities of a
series to be redeemed and ending at the close of business on the day of mailing.

      SECTION 2.09 Replacement Securities.

      If any mutilated Security is surrendered to the Trustee, or if the Holder
of a Security claims that the Security has been destroyed, lost or stolen and
the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of such Security, the Company shall issue and the
Trustee shall authenticate a replacement Security of the same series if the
Trustee's requirements are met. If any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security. If
required by the Trustee or the Company, such Holder must furnish an indemnity
bond that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent or any authenticating agent from any
loss that any of them may suffer if a Security is replaced. The Company and the
Trustee may charge a Holder for their expenses in replacing a Security.

      Every replacement Security is an additional obligation of the Company.

      SECTION 2.10 Outstanding Securities.

      The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Security
effected by the Trustee hereunder and those described in this Section 2.10 as
not outstanding.

      If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

      If the principal amount of any Security is considered paid under Section
4.01, it ceases to be outstanding and interest on it ceases to accrue.

      A Security does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Security.

      SECTION 2.11 Original Issue Discount, Foreign-Currency Denominated and
Treasury Securities.

      In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, amendment, supplement, waiver or
consent, (a) the principal amount of an Original Issue Discount Security shall
be the principal amount thereof that would be due and payable as of the date of
such determination upon acceleration of the Maturity thereof pursuant to Section
6.02, (b) the principal amount of a Security denominated in a foreign currency
shall be the Dollar equivalent, as determined by the Company by reference to the
noon buying rate in The City of New York for cable transfers for such currency,
as such rate is certified for customs purposes by the Federal Reserve Bank of
New York (the "Exchange Rate") on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent, as determined by the Company by reference to
the Exchange Rate on the date of original issuance of such Security, of the
amount determined as provided in (a) above), of such Security and (c) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded, except that, for
the purpose of determining whether the Trustee shall be protected in relying
upon any such direction, amendment, supplement, waiver or consent, only
Securities that a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded.

      SECTION 2.12 Temporary Securities.

      Until definitive Securities of any series are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive
Securities, but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable

                                       11
<PAGE>

delay, the Company shall prepare and the Trustee shall authenticate definitive
Securities in exchange for temporary Securities. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

      SECTION 2.13 Cancellation.

      The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange,
payment or redemption or for credit against any sinking fund payment. The
Trustee shall cancel all Securities surrendered for registration of transfer,
exchange, payment, redemption, replacement or cancellation or for credit against
any sinking fund. Unless the Company shall direct in writing that canceled
Securities be returned to it, after written notice to the Company all canceled
Securities held by the Trustee shall be disposed of in accordance with the usual
disposal procedures of the Trustee, and the Trustee shall maintain a record of
their disposal. The Company may not issue new Securities to replace Securities
that have been paid or that have been delivered to the Trustee for cancellation
or for credit against any sinking fund payment.

      SECTION 2.14 Payments; Defaulted Interest.

      Unless otherwise provided as contemplated by Section 2.01, interest
(except defaulted interest) on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Persons who are registered Holders of that Security at the close of business on
the record date next preceding such Interest Payment Date, even if such
Securities are canceled after such record date and on or before such Interest
Payment Date. The Holder must surrender a Security to a Paying Agent to collect
principal payments. Unless otherwise provided with respect to the Securities of
any series, the Company will pay the principal of, premium (if any) and interest
on and any Additional Amounts with respect to the Securities in Dollars. Such
amounts shall be payable at the offices of the Trustee or any Paying Agent,
provided that at the option of the Company, the Company may pay such amounts (1)
by wire transfer with respect to Global Securities or (2) by check payable in
such money mailed to a Holder's registered address with respect to any
Securities.

      If the Company defaults in a payment of interest on the Securities of any
series, the Company shall pay the defaulted interest in any lawful manner plus,
to the extent lawful, interest on the defaulted interest, in each case at the
rate provided in the Securities of such series and in Section 4.01. The Company
may pay the defaulted interest to the Persons who are Holders on a subsequent
special record date. At least 15 days before any special record date selected by
the Company, the Company (or the Trustee, in the name of and at the expense of
the Company upon 20 days' prior written notice from the Company setting forth
such special record date and the interest amount to be paid) shall mail to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

      SECTION 2.15 Persons Deemed Owners.

      The Company, the Trustee, any Agent and any authenticating agent may treat
the Person in whose name any Security is registered as the owner of such
Security for the purpose of receiving payments of principal of, premium (if any)
or interest on or any Additional Amounts with respect to such Security and for
all other purposes. None of the Company, the Trustee, any Agent or any
authenticating agent shall be affected by any notice to the contrary.

      SECTION 2.16 Computation of Interest.

      Except as otherwise specified as contemplated by Section 2.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year comprising twelve 30-day months.

      SECTION 2.17 Global Securities; Book-Entry Provisions.

      If Securities of a series are issuable in global form as a Global
Security, as contemplated by Section 2.01, then, notwithstanding clause (10) of
Section 2.01 and the provisions of Section 2.02, any such Global Security shall
represent such of the outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate,

                                       12
<PAGE>

to reflect exchanges, transfers or redemptions. Any endorsement of a Global
Security to reflect the amount, or any increase or decrease in the amount, of
outstanding Securities represented thereby shall be made by the Trustee (i) in
such manner and upon instructions given by such Person or Persons as shall be
specified in such Security or in a Company Order to be delivered to the Trustee
pursuant to Section 2.04 or (ii) otherwise in accordance with written
instructions or such other written form of instructions as is customary for the
Depositary for such Security, from such Depositary or its nominee on behalf of
any Person having a beneficial interest in such Global Security. Subject to the
provisions of Section 2.04 and, if applicable, Section 2.12, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified in such Security or
in the applicable Company Order. With respect to the Securities of any series
that are represented by a Global Security, the Company authorizes the execution
and delivery by the Trustee of a letter of representations or other similar
agreement or instrument in the form customarily provided for by the Depositary
appointed with respect to such Global Security. Any Global Security may be
deposited with the Depositary or its nominee, or may remain in the custody of
the Trustee or the Security Custodian therefor pursuant to a FAST Balance
Certificate Agreement or similar agreement between the Trustee and the
Depositary. If a Company Order has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 11.05 and need not be accompanied by an Opinion of Counsel.

      Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee or the Security Custodian as its
custodian, or under such Global Security, and the Depositary may be treated by
the Company, the Trustee or the Security Custodian and any agent of the Company,
the Trustee or the Security Custodian as the absolute owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the
registered holder of a Global Security of a series may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action that a Holder of
Securities of such series is entitled to take under this Indenture or the
Securities of such series and (ii) nothing herein shall prevent the Company, the
Trustee or the Security Custodian, or any agent of the Company, the Trustee or
the Security Custodian, from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or shall impair, as between
the Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a beneficial owner of any Security.

        Notwithstanding Section 2.08, and except as otherwise provided pursuant
to Section 2.01: Transfers of a Global Security shall be limited to transfers of
such Global Security in whole, but not in part, to the Depositary, its
successors or their respective nominees. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and procedures
of the Depositary. Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in a Global Security if, and only if,
either (1) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for the Global Security and a successor Depositary is not
appointed by the Company within 90 days of such notice, (2) an Event of Default
has occurred with respect to such series and is continuing and the Registrar has
received a request from the Depositary to issue Securities in lieu of all or a
portion of the Global Security (in which case the Company shall deliver
Securities within 30 days of such request) or (3) the Company determines not to
have the Securities represented by a Global Security.

      In connection with any transfer of a portion of the beneficial interests
in a Global Security to beneficial owners pursuant to this Section 2.17, the
Registrar shall reflect on its books and records the date and a decrease in the
principal amount of the Global Security in an amount equal to the principal
amount of the beneficial interests in the Global Security to be transferred, and
the Company shall execute, and the Trustee upon receipt of a Company Order for
the authentication and delivery of Securities shall authenticate and deliver,
one or more Securities of the same series of like tenor and amount.

      In connection with the transfer of all the beneficial interests in a
Global Security to beneficial owners pursuant to this Section 2.17, the Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and
the Company shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depositary in exchange for its
beneficial interests in the Global Security, an equal aggregate principal amount
of Securities of authorized denominations.

      Neither the Company nor the Trustee will have any responsibility or
liability for any aspect of the records relating to, or payments made on account
of, Securities by the Depositary, or for maintaining, supervising or

                                       13
<PAGE>

reviewing any records of the Depositary relating to such Securities. Neither the
Company nor the Trustee shall be liable for any delay by the related Global
Security Holder or the Depositary in identifying the beneficial owners, and each
such Person may conclusively rely on, and shall be protected in relying on,
instructions from such Global Security Holder or the Depositary for all purposes
(including with respect to the registration and delivery, and the respective
principal amounts, of the Securities to be issued).

      The provisions of the last sentence of the third paragraph of Section 2.04
shall apply to any Global Security if such Global Security was never issued and
sold by the Company and the Company delivers to the Trustee the Global Security
together with written instructions (which need not comply with Section 11.05 and
need not be accompanied by an Opinion of Counsel) with regard to the
cancellation or reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of the third paragraph of Section 2.04.

      Notwithstanding the provisions of Sections 2.03 and 2.14, unless otherwise
specified as contemplated by Section 2.01, payment of principal of, premium (if
any) and interest on and any Additional Amounts with respect to any Global
Security shall be made to the Person or Persons specified therein.

                                   ARTICLE III
                                   REDEMPTION

      SECTION 3.01 Applicability of Article.

      Securities of any series that are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 2.01 for Securities of any series) in
accordance with this Article III.

      SECTION 3.02 Notice to the Trustee.

      If the Company elects to redeem Securities of any series pursuant to this
Indenture, it shall notify the Trustee of the Redemption Date and the principal
amount of Securities of such series to be redeemed. The Company shall so notify
the Trustee at least 45 days before the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee) by delivering to the Trustee an Officers'
Certificate stating that such redemption will comply with the provisions of this
Indenture and of the Securities of such series. Any such notice may be canceled
at any time prior to the mailing of such notice of such redemption to any Holder
and shall thereupon be void and of no effect.

      SECTION 3.03 Selection of Securities To Be Redeemed.

      If less than all the Securities of any series are to be redeemed (unless
all of the Securities of such series of a specified tenor are to be redeemed),
the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee from the outstanding Securities of
such series (and tenor) not previously called for redemption, either pro rata,
by lot or by such other method as the Trustee shall deem fair and appropriate
and that may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series or of the principal amount of Global Securities of such series.

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

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

      SECTION 3.04 Notice of Redemption.

                                       14
<PAGE>

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

      All notices of redemption shall identify the Securities to be redeemed and
shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price;

                  (3) that, unless the Company defaults in making the redemption
         payment, interest on Securities called for redemption ceases to accrue
         on and after the Redemption Date, and the only remaining right of the
         Holders of such Securities is to receive payment of the Redemption
         Price upon surrender to the Paying Agent of the Securities redeemed;

                  (4) if any Security is to be redeemed in part, the portion of
         the principal amount thereof to be redeemed and that on and after the
         Redemption Date, upon surrender for cancellation of such Security to
         the Paying Agent, a new Security or Securities in the aggregate
         principal amount equal to the unredeemed portion thereof will be issued
         without charge to the Holder;

                  (5) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the Redemption Price and the name and
         address of the Paying Agent;

                  (6) that the redemption is for a sinking or analogous fund, if
         such is the case; and

                  (7) the CUSIP number, if any, relating to such Securities.

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

      SECTION 3.05 Effect of Notice of Redemption.

      Once notice of redemption is mailed, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price. Upon
surrender to the Paying Agent, such Securities called for redemption shall be
paid at the Redemption Price, but interest installments whose maturity is on or
prior to such Redemption Date will be payable on the relevant Interest Payment
Dates to the Holders of record at the close of business on the relevant record
dates specified pursuant to Section 2.01.

      SECTION 3.06 Deposit of Redemption Price.

      On or prior to 11:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or the Paying Agent (or, if the Company
is acting as the Paying Agent, segregate and hold in trust as provided in
Section 2.06) an amount of money in same day funds sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on and any Additional Amounts with respect to,
the Securities or portions thereof which are to be redeemed on that date, other
than Securities or portions thereof called for redemption on that date which
have been delivered by the Company to the Trustee for cancellation.

      If the Company complies with the preceding paragraph, then, unless the
Company defaults in the payment of such Redemption Price, interest on the
Securities to be redeemed will cease to accrue on and after the applicable
Redemption Date, whether or not such Securities are presented for payment, and
the Holders of such Securities shall have no further rights with respect to such
Securities except for the right to receive the Redemption Price upon surrender
of such Securities. If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal, premium, if any, any
Additional Amounts, and, to the extent lawful, accrued interest thereon shall,
until paid, bear interest from the Redemption Date at the rate specified
pursuant to Section 2.01 or provided in the Securities or, in the case of
Original Issue Discount Securities, such Securities' yield to maturity.

                                       15
<PAGE>

      SECTION 3.07 Securities Redeemed or Purchased in Part.

      Upon surrender to the Paying Agent of a Security to be redeemed in part,
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge a new Security or Securities, of
the same series and of any authorized denomination as requested by such Holder
in aggregate principal amount equal to, and in exchange for, the unredeemed
portion of the principal of the Security so surrendered that is not redeemed.

      SECTION 3.08 Purchase of Securities.

      Unless otherwise specified as contemplated by Section 2.01, the Company
and any Affiliate of the Company may, subject to applicable law, at any time
purchase or otherwise acquire Securities in the open market or by private
agreement. Any such acquisition shall not operate as or be deemed for any
purpose to be a redemption of the indebtedness represented by such Securities.
Any Securities purchased or acquired by the Company may be delivered to the
Trustee and, upon such delivery, the indebtedness represented thereby shall be
deemed to be satisfied. Section 2.13 shall apply to all Securities so delivered.

      SECTION 3.09 Mandatory and Optional Sinking Funds.

      The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." Unless otherwise provided by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 3.10. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series and by this Article III.

      SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities.

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

      SECTION 3.11 Redemption of Securities for Sinking Fund.

      Not less than 45 days prior (unless a shorter period shall be satisfactory
to the Trustee) to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers' Certificate of the Company
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 and the portion thereof, if any, which is to be
satisfied by delivery of or by crediting Securities of that series pursuant to
Section 3.10 and will also deliver or cause to be delivered to the Trustee any
Securities to be so delivered. Failure of the Company to timely deliver or cause
to be delivered such Officers' Certificate and Securities specified in this
paragraph, if any, shall not constitute a default but shall constitute the
election of the Company (i) that the mandatory sinking fund payment for such
series due on the next succeeding sinking fund payment date shall be paid
entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Company will make no optional
sinking fund payment with respect to such series as provided in this Section.

      If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed
$100,000 (or the Dollar equivalent thereof based on the applicable Exchange Rate
on the date of original issue of the applicable Securities) or a lesser sum if
the Company shall so request with respect to the Securities of any particular
series, such cash shall be applied on the next succeeding sinking fund payment
date to the redemption of Securities of such series at the sinking fund
redemption price together with accrued interest to the

                                       16
<PAGE>

date fixed for redemption. If such amount shall be $100,000 (or the Dollar
equivalent thereof as aforesaid) or less and the Company makes no such request
then it shall be carried over until a sum in excess of $100,000 (or the Dollar
equivalent thereof as aforesaid) is available. Not less than 30 days before each
such sinking fund payment date, the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
3.03 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 3.04. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 3.05, 3.06 and 3.07.

                                   ARTICLE IV
                                    COVENANTS

      SECTION 4.01 Payment of Securities.

      The Company shall pay the principal of, premium (if any) and interest on
and any Additional Amounts with respect to the Securities of each series on the
dates and in the manner provided in the Securities of such series, in this
Indenture, and in any supplemental indenture hereto. Principal, premium,
interest and any Additional Amounts shall be considered paid on the date due if
the Paying Agent (other than the Company or a Subsidiary) holds on that date
money deposited by the Company designated for and sufficient to pay all
principal, premium, interest and any Additional Amounts then due.

      The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium (if any),
at a rate equal to the then applicable interest rate on the Securities to the
extent lawful; and it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
any Additional Amount (without regard to any applicable grace period) at the
same rate to the extent lawful.

      SECTION 4.02 Maintenance of Office or Agency.

      The Company will maintain in each Place of Payment for any series of
Securities an office or agency (which may be an office of the Trustee, the
Registrar or the Paying Agent) where Securities of that series may be presented
for registration of transfer or exchange, where Securities of that series may be
presented for payment and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served.
Unless otherwise designated by the Company by written notice to the Trustee,
such office or agency shall be the office of the Trustee in The City of
_____________, which on the date hereof is located at ____________________. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

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

                                       17
<PAGE>

      SECTION 4.03 SEC Reports; Financial Statements.

         (a) If the Company is subject to the requirements of Section 13 or
15(d) of the Exchange Act, the Company shall file with the Trustee, within 15
days after it files the same with the SEC, copies of the annual reports and the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) that the
Company is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. If this Indenture is qualified under the TIA, but not otherwise,
the Company shall also comply with the provisions of TIA Section 314(a).
Delivery of such reports, information and documents to the Trustee shall be for
informational purposes only, and the Trustee's receipt thereof shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates or certificates delivered
pursuant to Section 4.04).

         (b) If the Company is not subject to the requirements of Section 13 or
15(d) of the Exchange Act, the Company shall furnish to all Holders of Rule 144A
Securities and prospective purchasers of Rule 144A Securities designated by the
Holders of Rule 144A Securities, promptly upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) promulgated under the
Securities Act of 1933, as amended.

      SECTION 4.04 Compliance Certificate.

         (a) The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company, a statement signed by an Officer of the
Company, which need not constitute an Officers' Certificate, complying with TIA
Section 314(a)(4) and stating that in the course of performance by the signing
Officer of his duties as such Officer of the Company he would normally obtain
knowledge of the keeping, observing, performing and fulfilling by the Company of
its obligations under this Indenture, and further stating that to the best of
his knowledge the Company has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which such Officer may have knowledge and what
action the Company is taking or proposes to take with respect thereto).

         (b) The Company shall, so long as Securities of any series are
outstanding, deliver to the Trustee, forthwith upon any Officer of the Company
becoming aware of any Default or Event of Default under this Indenture, an
Officers' Certificate specifying such Default or Event of Default and what
action the Company is taking or proposes to take with respect thereto.

      SECTION 4.05 Corporate Existence.

      Subject to Article V, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect its existence.

      SECTION 4.06 Waiver of Stay, Extension or Usury 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 or any usury law or
other law that would prohibit or forgive it from paying all or any portion of
the principal of or interest on the Securities as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Company 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.

      SECTION 4.07 Additional Amounts.

      If the Securities of a series expressly provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of such
series Additional Amounts as expressly provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of or
any premium or interest on, or in respect of, any Security of any series or the
net proceeds received from the sale or exchange of any Security of any

                                       18
<PAGE>

series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided for in this Section 4.07 to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section 4.07 and express mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.

                                    ARTICLE V
                                   SUCCESSORS

      SECTION 5.01 Limitations on Mergers and Consolidations.

      The Company shall not, in any transaction or series of transactions,
consolidate with or merge into any Person, or sell, lease, convey, transfer or
otherwise dispose of all or substantially all of its assets to any Person,
unless:

                  (1) either (a) the Company shall be the continuing Person or
         (b) the Person (if other than the Company) formed by such consolidation
         or into which the Company is merged, or to which such sale, lease,
         conveyance, transfer or other disposition shall be made (collectively,
         the "Successor"), is organized and validly existing under the laws of
         the United States, any political subdivision thereof or any State
         thereof or the District of Columbia, and expressly assumes by
         supplemental indenture the due and punctual payment of the principal
         of, premium (if any) and interest on and any Additional Amounts with
         respect to all the Securities and the performance of the Company's
         covenants and obligations under this Indenture and the Securities;

                  (2) immediately after giving effect to such transaction or
         series of transactions, no Default or Event of Default shall have
         occurred and be continuing or would result therefrom; and

                  (3) the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that the
         transaction and such supplemental indenture comply with this Indenture.

      SECTION 5.02 Successor Person Substituted.

      Upon any consolidation or merger of the Company or any sale, lease,
conveyance, transfer or other disposition of all or substantially all of the
assets of the Company in accordance with Section 5.01, the Successor formed by
such consolidation or into or with which the Company is merged or to which such
sale, lease, conveyance, transfer or other disposition is made shall succeed to,
and be substituted for, and may exercise every right and power of the Company
under this Indenture and the Securities with the same effect as if such
Successor had been named as the Company herein and the predecessor Company, in
the case of a sale, conveyance, transfer or other disposition, shall be released
from all obligations under this Indenture and the Securities.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

      SECTION 6.01 Events of Default.

      Unless either inapplicable to a particular series or specifically deleted
or modified in or pursuant to the supplemental indenture or Board Resolution
establishing such series of Securities or in the form of Security for such
series, an "Event of Default," wherever used herein with respect to Securities
of any series, occurs if:

                  (1) the Company defaults in the payment of interest on or any
         Additional Amounts with respect to any Security of that series when the
         same becomes due and payable and such default continues for a period of
         30 days;

                  (2) the Company defaults in the payment of (A) the principal
         of any Security of that series at its Maturity or (B) premium (if any)
         on any Security of that series when the same becomes due and payable;

                                       19
<PAGE>

                  (3) the Company defaults in the deposit of any sinking fund
         payment, when and as due by the terms of a Security of that series, and
         such default continues for a period of 30 days;

                  (4) the Company fails to comply with any of its other
         covenants or agreements in, or provisions of, the Securities of such
         series or this Indenture (other than an agreement, covenant or
         provision that has expressly been included in this Indenture solely for
         the benefit of one or more series of Securities other than that series)
         which shall not have been remedied within the specified period after
         written notice, as specified in the last paragraph of this Section
         6.01;

                  (5) the Company pursuant to or within the meaning of any
         Bankruptcy Law:

                           (A) commences a voluntary case,

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

                           (C) consents to the appointment of a Bankruptcy
                  Custodian of it or for all or substantially all of its
                  property, or

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

                  (6) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that remains unstayed and in effect for
         90 days and that:

                           (A) is for relief against the Company as debtor in an
                  involuntary case,

                           (B) appoints a Bankruptcy Custodian of the Company or
                  a Bankruptcy Custodian for all or substantially all of the
                  property of the Company, or

                           (C) orders the liquidation of the Company; or

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

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

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

      When a Default is cured, it ceases.

      Notwithstanding the foregoing provisions of this Section 6.01, if the
principal of, premium (if any) or interest on or Additional Amounts with respect
to any Security is payable in a currency or currencies (including a composite
currency) other than Dollars and such currency or currencies are not available
to the Company for making payment thereof due to the imposition of exchange
controls or other circumstances beyond the control of the Company (a "Conversion
Event"), the Company will be entitled to satisfy its obligations to Holders of
the Securities by making such payment in Dollars in an amount equal to the
Dollar equivalent of the amount payable in such other currency, as determined by
the Company by reference to the Exchange Rate on the date of such payment, or,
if such rate is not then available, on the basis of the most recently available
Exchange Rate. Notwithstanding the foregoing provisions of this Section 6.01,
any payment made under such circumstances in Dollars where the required payment
is in a currency other than Dollars will not constitute an Event of Default
under this Indenture.

      Promptly after the occurrence of a Conversion Event, the Company shall
give written notice thereof to the Trustee; and the Trustee, promptly after
receipt of such notice, shall give notice thereof in the manner provided in
Section 11.02 to the Holders. Promptly after the making of any payment in
Dollars as a result of a Conversion

                                       20
<PAGE>

Event, the Company shall give notice in the manner provided in Section 11.02 to
the Holders, setting forth the applicable Exchange Rate and describing the
calculation of such payments.

      A Default under clause (4) or (7) of this Section 6.01 is not an Event of
Default until the Trustee notifies the Company, or the Holders of at least 25%
in principal amount of the then outstanding Securities of the series affected by
such Default (or, in the case of a Default under clause (4) of this Section
6.01, if outstanding Securities of other series are affected by such Default,
then at least 25% in principal amount of the then outstanding Securities so
affected) notify the Company and the Trustee, of the Default, and the Company
fails to cure the Default within 90 days after receipt of the notice. The notice
must specify the Default, demand that it be remedied and state that the notice
is a "Notice of Default."

      SECTION 6.02 Acceleration.

      If an Event of Default with respect to any Securities of any series at the
time outstanding (other than an Event of Default specified in clause (5) or (6)
of Section 6.01) occurs and is continuing, the Trustee by notice to the Company,
or the Holders of at least 25% in principal amount of the then outstanding
Securities of the series affected by such Event of Default (or, in the case of
an Event of Default described in clause (4) of Section 6.01, if outstanding
Securities of other series are affected by such Event of Default, then at least
25% in principal amount of the then outstanding Securities so affected) by
notice to the Company and the Trustee, may declare the principal of (or, if any
such Securities are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) and all
accrued and unpaid interest on all then outstanding Securities of such series or
of all series, as the case may be, to be due and payable. Upon any such
declaration, the amounts due and payable on the Securities shall be due and
payable immediately. If an Event of Default specified in clause (5) or (6) of
Section 6.01 hereof occurs, such amounts shall ipso facto become and be
immediately due and payable without any declaration, notice or other act on the
part of the Trustee or any Holder. The Holders of a majority in principal amount
of the then outstanding Securities of the series affected by such Event of
Default or all series, as the case may be, by written notice to the Trustee may
rescind an acceleration and its consequences (other than nonpayment of principal
of or premium or interest on or any Additional Amounts with respect to the
Securities) if the rescission would not conflict with any judgment or decree and
if all existing Events of Default with respect to Securities of that series (or
of all series, as the case may be) have been cured or waived, except nonpayment
of principal, premium, interest or any Additional Amounts that has become due
solely because of the acceleration.

      SECTION 6.03 Other Remedies.

      If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal of, or premium, if any,
or interest on the Securities or to enforce the performance of any provision of
the Securities or this Indenture.

      The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. All remedies are cumulative
to the extent permitted by law.

      SECTION 6.04 Waiver of Defaults.

      Subject to Sections 6.07 and 9.02, the Holders of a majority in principal
amount of the then outstanding Securities of any series or of all series (acting
as one class) by notice to the Trustee may waive an existing or past Default or
Event of Default with respect to such series or all series, as the case may be,
and its consequences (including waivers obtained in connection with a tender
offer or exchange offer for Securities of such series or all series or a
solicitation of consents in respect of Securities of such series or all series,
provided that in each case such offer or solicitation is made to all Holders of
then outstanding Securities of such series or all series (but the terms of such
offer or solicitation may vary from series to series)), except (1) a continuing
Default or Event of Default in the payment of the principal of, or premium, if
any, or interest on or any Additional Amounts with respect to any Security or
(2) a continued Default in respect of a provision that under Section 9.02 cannot
be amended or supplemented without the consent of each Holder 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 this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

                                       21
<PAGE>

      SECTION 6.05 Control by Majority.

      With respect to Securities of any series, the Holders of a majority in
principal amount of the then outstanding Securities of such series may direct in
writing the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on it
relating to or arising under an Event of Default described in clause (1), (2),
(3) or (7) of Section 6.01, and with respect to all Securities, the Holders of a
majority in principal amount of all the then outstanding Securities affected may
direct in writing the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on it not relating to or arising under such an Event of Default. However, the
Trustee may refuse to follow any direction that conflicts with applicable law or
this Indenture, that the Trustee determines may be unduly prejudicial to the
rights of other Holders, or that may involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion from Holders directing the Trustee against all
losses and expenses caused by taking or not taking such action.

      SECTION 6.06 Limitations on Suits.

      Subject to Section 6.07 hereof, a Holder of a Security of any series may
pursue a remedy with respect to this Indenture or the Securities of such series
only if:

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

                  (2) the Holders of at least 25% in principal amount of the
         then outstanding Securities of such series make a written request to
         the Trustee to pursue the remedy;

                  (3) such Holder or Holders offer to the Trustee indemnity
         satisfactory to the Trustee against any loss, liability or expense;

                  (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of indemnity; and

                  (5) during such 60-day period the Holders of a majority in
         principal amount of the Securities of that series do not give the
         Trustee a direction inconsistent with the request.

      A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.

      SECTION 6.07 Rights of Holders to Receive Payment.

      Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal of and premium, if any, and
interest on and any Additional Amounts with respect to the Security, on or after
the respective due dates expressed in the Security, or to bring suit for the
enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of
the Holder.

      SECTION 6.08 Collection Suit by Trustee.

      If an Event of Default specified in clause (1) or (2) of Section 6.01
hereof occurs and is continuing, the Trustee is authorized to recover judgment
in its own name and as trustee of an express trust against the Company for the
amount of principal, premium (if any), interest and any Additional Amounts
remaining unpaid on the Securities of the series affected by the Event of
Default, and interest on overdue principal and premium, if any, and, to the
extent lawful, interest on overdue interest, and 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.

                                       22
<PAGE>

      SECTION 6.09 Trustee May File Proofs of Claim.

      The Trustee is authorized to file such proofs of claim and other papers or
documents and to take such actions, including participating as a member, voting
or otherwise, of any committee of creditors, as may be necessary or advisable 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 the Holders allowed in any judicial proceedings relative to the
Company or its creditors or properties and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any Bankruptcy Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties which the Holders of the Securities may
be entitled to receive in such proceeding whether in liquidation or under any
plan of reorganization or arrangement or otherwise. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities 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 6.10 Priorities.

      If the Trustee collects any money pursuant to this Article VI, it shall,
subject to Article X, pay out the money in the following order:

                  First: to the Trustee for amounts due under Section 7.07;

                  Second: to Holders for amounts due and unpaid on the
         Securities in respect of which or for the benefit of which such money
         has been collected, for principal, premium (if any), interest and any
         Additional Amounts ratably, without preference or priority of any kind,
         according to the amounts due and payable on such Securities for
         principal, premium (if any), interest and any Additional Amounts,
         respectively; and

                  Third: to the Company.

      The Trustee, upon prior written notice to the Company, may fix record
dates and payment dates for any payment to Holders pursuant to this Article VI.

      To the fullest extent allowed under applicable law, if for the purpose of
obtaining a judgment against the Company in any court it is necessary to convert
the sum due in respect of the principal of, premium (if any) or interest on or
Additional Amounts with respect to the Securities of any series (the "Required
Currency") into a currency in which a judgment will be rendered (the "Judgment
Currency"), the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the Business Day in The
City of New York next preceding that on which final judgment is given. Neither
the Company nor the Trustee shall be liable for any shortfall nor shall it
benefit from any windfall in payments to Holders of Securities under this
Section 6.10 caused by a change in exchange rates between the time the amount of
a judgment against it is calculated as above and the time the Trustee converts
the Judgment Currency into the Required Currency to make payments under this
Section 6.10 to Holders of Securities, but payment of such judgment shall
discharge all amounts owed by the Company on the claim or claims underlying such
judgment.

                                       23
<PAGE>

      SECTION 6.11 Undertaking for Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in
principal amount of the then outstanding Securities of any series.

                                   ARTICLE VII
                                     TRUSTEE

      SECTION 7.01 Duties of Trustee.

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

         (b) Except during the continuance of an Event of Default with respect
to the Securities of any series:

                  (1) the Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others, 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. However, the Trustee shall examine such certificates
         and opinions to determine whether, on their face, they appear to
         conform to the requirements of this Indenture.

         (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (1) this paragraph does not limit the effect of Section
         7.01(b);

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

                  (3) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to the
provisions of this Section 7.01.

         (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee may refuse to perform
any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

         (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law. All money received by the Trustee shall, until applied
as herein provided, be held in trust for the payment of the principal of,
premium (if any) and interest on and Additional Amounts with respect to the
Securities.

                                       24
<PAGE>

      SECTION 7.02 Rights of Trustee.

         (a) The Trustee may conclusively rely on any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

         (b) Before the Trustee acts or refrains from acting, it may require
instruction, an Officers' Certificate or an Opinion of Counsel or both to be
provided. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such instruction, Officers' Certificate or
Opinion of Counsel. The Trustee may consult at the Company's expense with
counsel of its selection and the written advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

         (c) The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers conferred upon it by this Indenture.

         (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

      SECTION 7.03 May Hold Securities.

      The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may otherwise deal with the Company or any of its
Affiliates with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights and duties. However, the Trustee is subject to
Sections 7.10 and 7.11.

      SECTION 7.04 Trustee's Disclaimer.

      The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities, it shall not be accountable for the Company's use
of the proceeds from the Securities or any money paid to the Company or upon the
Company's direction under any provision hereof, it shall not be responsible for
the use or application of any money received by any Paying Agent other than the
Trustee and it shall not be responsible for any statement or recital herein or
any statement in the Securities other than its certificate of authentication.

      SECTION 7.05 Notice of Defaults.

      If a Default or Event of Default with respect to the Securities of any
series occurs and is continuing and it is known to the Trustee, the Trustee
shall mail to Holders of Securities of such series a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium (if any) and interest on
and Additional Amounts or any sinking fund installment with respect to the
Securities of such series, the Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Holders of Securities of such
series.

      SECTION 7.06 Reports by Trustee to Holders.

      Within 60 days after __________ ____ of each year after the execution of
this Indenture, the Trustee shall mail to Holders of a series and the Company a
brief report dated as of such reporting date that complies with TIA Section
313(a); provided, however, that if no event described in TIA Section 313(a) has
occurred within the twelve months preceding the reporting date with respect to a
series, no report need be transmitted to Holders of such series. The Trustee
also shall comply with TIA Section 313(b). The Trustee shall also transmit by
mail all reports if and as required by TIA Sections 313(c) and 313(d).

      A copy of each report at the time of its mailing to Holders of a series of
Securities shall be filed by the Company with the SEC and each securities
exchange, if any, on which the Securities of such series are listed. The Company
shall notify the Trustee if and when any series of Securities is listed on any
securities exchange.

                                       25
<PAGE>

      SECTION 7.07 Compensation and Indemnity.

      The Company agrees to pay to the Trustee for its acceptance of this
Indenture and services hereunder such compensation as the Company and the
Trustee shall from time to time agree in writing. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company agrees to reimburse the Trustee upon request for all
reasonable disbursements, advances and expenses incurred by it. Such expenses
shall include the reasonable compensation, disbursements and expenses of the
Trustee's agents and counsel.

      The Company hereby indemnifies the Trustee and any predecessor Trustee
against any and all loss, liability, damage, claim or expense, including taxes
(other than taxes based upon, measured by or determined by the income of the
Trustee), incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, except as set forth in the
next following paragraph. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. The Company shall defend the claim and
the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent.

      The Company shall not be obligated to reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through the Trustee's
negligence or bad faith.

      To secure the payment obligations of the Company in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay principal of,
premium (if any) and interest on and any Additional Amounts with respect to
Securities of any series. Such lien and the Company's obligations under this
Section 7.07 shall survive the satisfaction and discharge of this Indenture.

      When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

      SECTION 7.08 Replacement of Trustee.

      A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

      The Trustee may resign and be discharged at any time with respect to the
Securities of one or more series by so notifying the Company. The Holders of a
majority in principal amount of the then outstanding Securities of any series
may remove the Trustee with respect to the Securities of such series by so
notifying the Trustee and the Company. The Company may remove the Trustee if:

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

                  (2) the Trustee is adjudged a bankrupt or an insolvent or an
         order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

                  (3) a Bankruptcy Custodian or public officer takes charge of
         the Trustee or its property; or

                  (4) the Trustee otherwise becomes incapable of acting.

      If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, with respect to the Securities of one or more series,
the Company shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series). Within one year after the
successor Trustee with respect to the Securities of any series takes office, the
Holders of a majority in principal amount of the Securities of such series then
outstanding may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.

                                       26
<PAGE>

      If a successor Trustee with respect to the Securities of any series does
not take office within 30 days after the retiring or removed Trustee resigns or
is removed, the retiring or removed Trustee, the Company or the Holders of at
least 10% in principal amount of the then outstanding Securities of such series
may petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

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

      In case of the appointment of a successor Trustee with respect to all
Securities, each such successor Trustee shall deliver a written acceptance of
its appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the retiring
Trustee under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 7.07.

      In case of the appointment of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
(but not all) series shall execute and deliver an indenture supplemental hereto
in which each successor Trustee shall accept such appointment and that (1) shall
confer to each successor Trustee all the rights, powers and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall confirm that all the
rights, powers and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee and (3) shall add to or change any
of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee.
Nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, and each such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee. Upon the execution and delivery of such
supplemental indenture, the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor Trustee
shall have all the rights, powers and duties of the retiring Trustee with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates. On request of the Company or any successor
Trustee, such retiring Trustee shall transfer to such successor Trustee all
property held by such retiring Trustee as Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates.

      Notwithstanding replacement of the Trustee or Trustees pursuant to this
Section 7.08, the obligations of the Company under Section 7.07 shall continue
for the benefit of the retiring Trustee or Trustees.

      SECTION 7.09 Successor Trustee by Merger, etc.

      Subject to Section 7.10, if the Trustee consolidates, merges or converts
into, or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act shall be
the successor Trustee; provided, however, that in the case of a transfer of all
or substantially all of its corporate trust business to another corporation, the
transferee corporation expressly assumes all of the Trustee's liabilities
hereunder.

      In case any Securities shall have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated; and in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Securities or
in this Indenture provided that the certificate of the Trustee shall have.

                                       27
<PAGE>

      SECTION 7.10 Eligibility; Disqualification.

      There shall at all times be a Trustee hereunder which shall be a
corporation or banking or trust company or association organized and doing
business under the laws of the United States, any State thereof or the District
of Columbia and authorized under such laws to exercise corporate trust power,
shall be subject to supervision or examination by Federal or State (or the
District of Columbia) authority and shall have, or be a subsidiary of a bank or
bank holding company having, a combined capital and surplus of at least $50
million as set forth in its most recent published annual report of condition.

      The Indenture shall always have a Trustee who satisfies the requirements
of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is subject to
and shall comply with the provisions of TIA Section 310(b) during the period of
time required by this Indenture. Nothing in this Indenture shall prevent the
Trustee from filing with the SEC the application referred to in the penultimate
paragraph of TIA Section 310(b).

      SECTION 7.11 Preferential Collection of Claims Against the Company.

      The Trustee is subject to and shall comply with the provisions of TIA
Sections 311(a), excluding any creditor relationship listed in TIA Section
311(b). A Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated therein.

                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE

      SECTION 8.01 Termination of the Company's Obligations.

         (a) This Indenture shall cease to be of further effect with respect to
the Securities of a series (except that the Company's obligations under Section
7.07, the Trustee's and Paying Agent's obligations under Section 8.03 and the
rights, powers, protections and privileges accorded the Trustee under Article
VII shall survive), and the Trustee, on demand of the Company, shall execute
proper instruments acknowledging the satisfaction and discharge of this
Indenture with respect to the Securities of such series, when:

                  (1) either:

                           (A) all outstanding Securities of such series
                  theretofore authenticated and issued (other than destroyed,
                  lost or stolen Securities that have been replaced or paid)
                  have been delivered to the Trustee for cancellation; or

                           (B) all outstanding 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 of redemption by the
                           Trustee in the name, and at the expense, of the
                           Company,

      and, in the case of clause (i), (ii) or (iii) above, the Company has
irrevocably deposited or caused to be deposited with the Trustee as funds
(immediately available to the Holders in the case of clause (i)) in trust for
such purpose (x) cash in an amount, or (y) Government Obligations, maturing as
to principal and interest at such times and in such amounts as will ensure the
availability of cash in an amount or (z) a combination thereof, which will be
sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge the entire
indebtedness on the Securities of such series for principal and interest to the
date of such deposit (in the case of Securities which have become due and

                                       28
<PAGE>

payable) or for principal, premium, if any, and interest to the Stated Maturity
or Redemption Date, as the case may be; or

                  (C) the Company has properly fulfilled such other means of
            satisfaction and discharge as is specified, as contemplated by
            Section 2.01, to be applicable to the Securities of such series;

                  (2) the Company has paid or caused to be paid all other sums
         payable by it hereunder with respect to the Securities of such series;
         and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate stating that all conditions precedent to satisfaction and
         discharge of this Indenture with respect to the Securities of such
         series have been complied with, together with an Opinion of Counsel to
         the same effect.

         (b) Unless this Section 8.01(b) is specified as not being applicable to
Securities of a series as contemplated by Section 2.01, the Company may, at its
option, terminate certain of its obligations under this Indenture ("covenant
defeasance") with respect to the Securities of a series if:

                  (1) the Company has irrevocably deposited or caused to be
         irrevocably deposited with the Trustee as trust funds in trust for the
         purpose of making the following payments, specifically pledged as
         security for and dedicated solely to the benefit of the Holders of
         Securities of such series, (i) money in the currency in which payment
         of the Securities of such series is to be made in an amount, or (ii)
         Government Obligations with respect to such series, maturing as to
         principal and interest at such times and in such amounts as will ensure
         the availability of money in the currency in which payment of the
         Securities of such series is to be made in an amount or (iii) a
         combination thereof, that is sufficient, in the opinion (in the case of
         clauses (ii) and (iii)) of a nationally recognized firm of independent
         public accountants expressed in a written certification thereof
         delivered to the Trustee, to pay the principal of and premium (if any)
         and interest on all Securities of such series on each date that such
         principal, premium (if any) or interest is due and payable and (at the
         Stated Maturity thereof or upon redemption as provided in Section
         8.01(e)) to pay all other sums payable by it hereunder; provided that
         the Trustee shall have been irrevocably instructed to apply such money
         and/or the proceeds of such Government Obligations to the payment of
         said principal, premium (if any) and interest with respect to the
         Securities of such series as the same shall become due;

                  (2) the Company has delivered to the Trustee an Officers'
         Certificate stating that all conditions precedent to satisfaction and
         discharge of this Indenture with respect to the Securities of such
         series have been complied with, and an Opinion of Counsel to the same
         effect;

                  (3) no Default or Event of Default with respect to the
         Securities of such series shall have occurred and be continuing on the
         date of such deposit;

                  (4) the Company shall have delivered to the Trustee an Opinion
         of Counsel from a nationally recognized counsel acceptable to the
         Trustee or a tax ruling to the effect that the Holders will not
         recognize income, gain or loss for U.S. Federal income tax purposes as
         a result of the Company's exercise of its option under this Section
         8.01(b) and will be subject to U.S. Federal income tax on the same
         amount and in the same manner and at the same times as would have been
         the case if such option had not been exercised;

                  (5) the Company has complied with any additional conditions
         specified pursuant to Section 2.01 to be applicable to the discharge of
         Securities of such series pursuant to this Section 8.01; and

                  (6) such deposit and discharge shall not cause the Trustee to
         have a conflicting interest as defined in TIA Section 310(b).

      In such event, this Indenture shall cease to be of further effect (except
as set forth in this paragraph), and the Trustee, on demand of the Company,
shall execute proper instruments acknowledging satisfaction and discharge under
this Indenture. However, the Company's obligations in Sections 2.05, 2.06, 2.07,
2.08, 2.09, 4.01, 4.02, 7.07, 7.08 and 8.04, the Trustee's and Paying Agent's
obligations in Section 8.03 and the rights, powers, protections and privileges
accorded the Trustee under Article VII shall survive until all Securities of
such series are no longer

                                       29
<PAGE>

outstanding. Thereafter, only the Company's obligations in Section 7.07 and the
Trustee's and Paying Agent's obligations in Section 8.03 shall survive with
respect to Securities of such series.

      After such irrevocable deposit made pursuant to this Section 8.01(b) and
satisfaction of the other conditions set forth herein, the Trustee upon request
shall acknowledge in writing the discharge of the Company's obligations under
this Indenture with respect to the Securities of such series except for those
surviving obligations specified above.

      In order to have money available on a payment date to pay principal of or
premium (if any) or interest on the Securities, the Government Obligations shall
be payable as to principal or interest on or before such payment date in such
amounts as will provide the necessary money. Government Obligations shall not be
callable at the issuer's option.

         (c) If the Company has previously complied or is concurrently complying
with Section 8.01(b) (other than any additional conditions specified pursuant to
Section 2.01 that are expressly applicable only to covenant defeasance) with
respect to Securities of a series, then, unless this Section 8.01(c) is
specified as not being applicable to Securities of such series as contemplated
by Section 2.01, the Company may elect that its obligations to make payments
with respect to Securities of such series be discharged ("legal defeasance"),
if:

                  (1) no Default or Event of Default under clauses (5) and (6)
         of Section 6.01 hereof shall have occurred at any time during the
         period ending on the 91st day after the date of deposit contemplated by
         Section 8.01(b) (it being understood that this condition shall not be
         deemed satisfied until the expiration of such period);

                  (2) unless otherwise specified with respect to Securities of
         such series as contemplated by Section 2.01, the Company has delivered
         to the Trustee an Opinion of Counsel from a nationally recognized
         counsel acceptable to the Trustee to the effect referred to in Section
         8.01(b)(4) with respect to such legal defeasance, which opinion is
         based on (i) a private ruling of the Internal Revenue Service addressed
         to the Company, (ii) a published ruling of the Internal Revenue Service
         pertaining to a comparable form of transaction or (iii) a change in the
         applicable federal income tax law (including regulations) after the
         date of this Indenture;

                  (3) the Company has complied with any other conditions
         specified pursuant to Section 2.01 to be applicable to the legal
         defeasance of Securities of such series pursuant to this Section
         8.01(c); and

                  (4) the Company has delivered to the Trustee a Company Request
         requesting such legal defeasance of the Securities of such series and
         an Officers' Certificate stating that all conditions precedent with
         respect to such legal defeasance of the Securities of such series have
         been complied with, together with an Opinion of Counsel to the same
         effect.

      In such event, the Company will be discharged from its obligations under
this Indenture and the Securities of such series to pay principal of, premium
(if any) and interest on and any Additional Amounts with respect to Securities
of such series, the Company's obligations under Sections 4.01 and 4.02 shall
terminate with respect to such Securities, and the entire indebtedness of the
Company evidenced by such Securities shall be deemed paid and discharged.

         (d) If and to the extent additional or alternative means of
satisfaction, discharge or defeasance of Securities of a series are specified to
be applicable to such series as contemplated by Section 2.01, the Company may
terminate any or all of its obligations under this Indenture with respect to
Securities of a series and any or all of its obligations under the Securities of
such series if it fulfills such other means of satisfaction and discharge as may
be so specified, as contemplated by Section 2.01, to be applicable to the
Securities of such series.

         (e) If Securities of any series subject to subsections (a), (b), (c) or
(d) of this Section 8.01 are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory or optional sinking fund provisions, the terms of the applicable trust
arrangement shall provide for such redemption, and the Company shall make such
arrangements as are reasonably satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

                                       30
<PAGE>

      SECTION 8.02 Application of Trust Money.

      The Trustee or a trustee satisfactory to the Trustee and the Company shall
hold in trust money or Government Obligations deposited with it pursuant to
Section 8.01 hereof. It shall apply the deposited money and the money from
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of, premium (if any) and interest on and
any Additional Amounts with respect to the Securities of the series with respect
to which the deposit was made. Money and securities held in trust are not
subject to Article X.

      SECTION 8.03 Repayment to Company.

      The Trustee and the Paying Agent shall promptly pay to the Company any
excess money or Government Obligations (or proceeds therefrom) held by them at
any time upon the written request of the Company.

      Subject to the requirements of any applicable abandoned property laws, the
Trustee and the Paying Agent shall pay to the Company upon written request any
money held by them for the payment of principal, premium (if any), interest or
any Additional Amounts that remain unclaimed for two years after the date upon
which such payment shall have become due. After payment to the Company, Holders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another Person, and all
liability of the Trustee and the Paying Agent with respect to such money shall
cease.

      SECTION 8.04 Reinstatement.

      If the Trustee or the Paying Agent is unable to apply any money or
Government Obligations deposited with respect to Securities of any series in
accordance with Section 8.01 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the obligations of the
Company under this Indenture with respect to the Securities of such series and
under the Securities of such series shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.01 until such time as the Trustee or
the Paying Agent is permitted to apply all such money or Government Obligations
in accordance with Section 8.01; provided, however, that if the Company has made
any payment of principal of, premium (if any) or interest on or any Additional
Amounts with respect to any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or Government Obligations
held by the Trustee or the Paying Agent.

                                   ARTICLE IX
                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

      SECTION 9.01 Without Consent of Holders.

      The Company and the Trustee may amend or supplement this Indenture or the
Securities or waive any provision hereof or thereof without the consent of any
Holder:

                  (1) to cure any ambiguity, omission, defect or inconsistency;

                  (2) to comply with Section 5.01;

                  (3) to provide for uncertificated Securities in addition to or
         in place of certificated Securities, or to provide for the issuance of
         bearer Securities (with or without coupons);

                  (4) to provide any security for, or to add any guarantees of
         or additional obligors on, any series of Securities;

                  (5) to comply with any requirement in order to effect or
         maintain the qualification of this Indenture under the TIA;

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

                                       31
<PAGE>

         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;

                  (7) to add any additional Events of Default with respect to
         all or any series of the Securities (and, if any Event of Default is
         applicable to less than all series of Securities, specifying the series
         to which such Event of Default is applicable);

                  (8) 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 Security of any series
         created prior to the execution of such amendment or supplemental
         indenture that is adversely affected in any material respect by such
         change in or elimination of such provision;

                  (9) to establish the form or terms of Securities of any series
         as permitted by Section 2.01;

                  (10) 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 Securities pursuant to
         Section 8.01; provided, however, that any such action shall not
         adversely affect the interest of the Holders of Securities of such
         series or any other series of Securities in any material respect; or

                  (11) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 7.08.

      Upon the request of the Company, accompanied by a Board Resolution, and
upon receipt by the Trustee of the documents described in Section 9.06, the
Trustee shall, subject to Section 9.06, join with the Company in the execution
of any supplemental indenture authorized or permitted by the terms of this
Indenture and make any further appropriate agreements and stipulations that may
be therein contained.

      SECTION 9.02 With Consent of Holders.

      Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture with the written consent (including
consents obtained in connection with a tender offer or exchange offer for
Securities of any one or more series or all series or a solicitation of consents
in respect of Securities of any one or more series or all series, provided that
in each case such offer or solicitation is made to all Holders of then
outstanding Securities of each such series (but the terms of such offer or
solicitation may vary from series to series)) of the Holders of at least a
majority in principal amount of the then outstanding Securities of all series
affected by such amendment or supplement (acting as one class).

      Upon the request of the Company, accompanied by a Board Resolution, and
upon the filing with the Trustee of evidence of the consent of the Holders as
aforesaid, and upon receipt by the Trustee of the documents described in Section
9.06, the Trustee shall, subject to Section 9.06, join with the Company in the
execution of such amendment or supplemental indenture.

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

      The Holders of a majority in principal amount of the then outstanding
Securities of one or more series or of all series may waive compliance in a
particular instance by the Company with any provision of this Indenture with
respect to Securities of such series (including waivers obtained in connection
with a tender offer or exchange offer for Securities of such series or a
solicitation of consents in respect of Securities of such series, provided that
in each case such offer or solicitation is made to all Holders of then
outstanding Securities of such series (but the terms of such offer or
solicitation may vary from series to series)).

      However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not:

                                       32
<PAGE>

                  (1) reduce the amount of Securities whose Holders must consent
         to an amendment, supplement or waiver;

                  (2) reduce the rate of or change the time for payment of
         interest, including default interest, on any Security;

                  (3) reduce the principal of, any premium on or any mandatory
         sinking fund payment with respect to, or change the Stated Maturity of,
         any Security or reduce the amount of the principal of an Original Issue
         Discount Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 6.02;

                  (4) reduce the premium, if any, payable upon the redemption of
         any Security or change the time at which any Security may or shall be
         redeemed;

                  (5) change any obligation of the Company to pay Additional
         Amounts with respect to any Security;

                  (6) change the coin or currency or currencies (including
         composite currencies) in which any Security or any premium, interest or
         Additional Amounts with respect thereto are payable;

                  (7) impair the right to institute suit for the enforcement of
         any payment of principal of, premium (if any) or interest on or any
         Additional Amounts with respect to any Security pursuant to Sections
         6.07 and 6.08, except as limited by Section 6.06;

                  (8) make any change in the percentage of principal amount of
         Securities necessary to waive compliance with certain provisions of
         this Indenture pursuant to Section 6.04 or 6.07 or make any change in
         this sentence of Section 9.02;

                  (9) modify the provisions of this Indenture with respect to
         the subordination of any Security in a manner adverse to the Holder
         thereof; or

                  (10) waive a continuing Default or Event of Default in the
         payment of principal of, premium (if any) or interest on or Additional
         Amounts with respect to the Securities.

      An amendment under this Section 9.02 may not make any change that
adversely affects the rights under Article X of any holder of an issue of Senior
Debt unless the holders of the issue pursuant to its terms consent to the
change.

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

      The right of any Holder to participate in any consent required or sought
pursuant to any provision of this Indenture (and the obligation of the Company
to obtain any such consent otherwise required from such Holder) may be subject
to the requirement that such Holder shall have been the Holder of record of any
Securities with respect to which such consent is required or sought as of a date
identified by the Company in a notice furnished to Holders in accordance with
the terms of this Indenture.

      After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders of each Security affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amendment,
supplement or waiver.

      SECTION 9.03 Compliance with Trust Indenture Act.

                                       33
<PAGE>

      Every amendment or supplement to this Indenture or the Securities shall
comply in form and substance with the TIA as then in effect.

      SECTION 9.04 Revocation and Effect of Consents.

      Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder is a continuing consent by the Holder and every subsequent Holder
of a Security or portion of a Security that evidences the same debt as the
consenting Holder's Security, even if notation of the consent is not made on any
Security. However, any such Holder or subsequent Holder may revoke the consent
as to his or her Security or portion of a Security if the Trustee receives
written notice of revocation before a date and time therefor identified by the
Company in a notice furnished to such Holder in accordance with the terms of
this Indenture or, if no such date and time shall be identified, the date the
amendment, supplement or waiver becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every
Holder.

      The Company may, but shall not be obligated to, fix a record date (which
need not comply with TIA Section 316(c)) for the purpose of determining the
Holders entitled to consent to any amendment, supplement or waiver or to take
any other action under this Indenture. If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given, whether or not
such Persons continue to be Holders after such record date. No consent shall be
valid or effective for more than 90 days after such record date unless consents
from Holders of the principal amount of Securities required hereunder for such
amendment or waiver to be effective shall have also been given and not revoked
within such 90-day period.

      After an amendment, supplement or waiver becomes effective, it shall bind
every Holder, unless it is of the type described in any of clauses (1) through
(9) of Section 9.02 hereof. In such case, the amendment, supplement or waiver
shall bind each Holder who has consented to it and every subsequent Holder that
evidences the same debt as the consenting Holder's Security.

      SECTION 9.05 Notation on or Exchange of Securities.

      If an amendment or supplement changes the terms of an outstanding
Security, the Company may require the Holder of the Security to deliver it to
the Trustee. The Trustee may place an appropriate notation on the Security at
the request of the Company regarding the changed terms and return it to the
Holder. Alternatively, if the Company so determines, the Company in exchange for
the Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms. Failure to make the appropriate notation or to issue
a new Security shall not affect the validity of such amendment or supplement.

      Securities of any series authenticated and delivered after the execution
of any amendment or supplement 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
amendment or supplement.

      SECTION 9.06 Trustee to Sign Amendments, etc.

      The Trustee shall sign any amendment or supplement authorized pursuant to
this Article if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign it. In signing or refusing to sign such
amendment or supplement, the Trustee shall be entitled to receive, and, subject
to Section 7.01 hereof, shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel provided at the expense of the Company as
conclusive evidence that such amendment or supplement is authorized or permitted
by this Indenture, that it is not inconsistent herewith, and that it will be
valid and binding upon the Company in accordance with its terms.

                                       34
<PAGE>

                                    ARTICLE X
                           SUBORDINATION OF SECURITIES

      SECTION 10.01 Securities Subordinated to Senior Debt.

      The Company and each Holder of a Security of a series, by his acceptance
thereof, agree that (a) the payment of the principal of, premium (if any) and
interest on and any Additional Amounts with respect to each and all the
Securities of such series and (b) any other payment in respect of the Securities
of such series, including on account of the acquisition or redemption of
Securities of such series by the Company, is subordinated, to the extent and in
the manner provided in this Article X, to the prior payment in full of all
Senior Debt of the Company, whether outstanding at the date of this Indenture or
thereafter created, incurred, assumed or guaranteed, and that these
subordination provisions are for the benefit of the holders of Senior Debt.

      This Article X shall constitute a continuing offer to all Persons who, in
reliance upon such provisions, become holders of, or continue to hold, Senior
Debt, and such provisions are made for the benefit of the holders of Senior
Debt, and such holders are made obligees hereunder and any one or more of them
may enforce such provisions.

      SECTION 10.02 No Payment on Securities in Certain Circumstances.

         (a) Unless otherwise provided with respect to the Securities of a
series as contemplated by Section 2.01, no payment shall be made by or on behalf
of the Company on account of the principal of, premium (if any) or interest on
or any Additional Amounts with respect to the Securities of any series or to
acquire any Securities of such series (including any repurchases of Securities
of such series pursuant to the provisions thereof at the option of the Holder
thereof) for cash or property, or on account of any redemption provisions of
Securities of such series, in the event of default in payment of any principal
of, premium (if any) or interest on any Senior Debt of the Company when the same
becomes due and payable, whether at maturity or at a date fixed for prepayment
or by acceleration of maturity or otherwise (a "Payment Default"), unless and
until such Payment Default has been cured or waived or otherwise has ceased to
exist or such Senior Debt shall have been discharged or paid in full.

         (b) In furtherance of the provisions of Section 10.01, in the event
that, notwithstanding the foregoing provisions of this Section 10.02, any
payment or distribution of assets of the Company shall be received by the
Trustee, the Paying Agent or the Holders of Securities of any series at a time
when such payment or distribution was prohibited by the provisions of this
Section 10.02, then, unless such payment or distribution is no longer prohibited
by this Section 10.02, such payment or distribution (subject to the provisions
of Section 10.07) shall be received and held in trust by the Trustee, the Paying
Agent or such Holder for the benefit of the holders of Senior Debt of the
Company, and shall be paid or delivered by the Trustee, the Paying Agent or such
Holders, as the case may be, to the holders of Senior Debt of the Company
remaining unpaid or unprovided for or their representative or representatives,
or to the trustee or trustees under any indenture pursuant to which any
instruments evidencing such Senior Debt of the Company may have been issued,
ratably, according to the aggregate amounts remaining unpaid on account of such
Senior Debt of the Company held or represented by each, for application to the
payment of all Senior Debt in full after giving effect to all concurrent
payments and distributions to or for the holders of such Senior Debt.

      SECTION 10.03 Securities Subordinated to Prior Payment of All Senior Debt
on Dissolution, Liquidation or Reorganization.

      Upon any distribution of assets of the Company or upon any dissolution,
winding up, total or partial liquidation or reorganization of the Company,
whether voluntary or involuntary, in bankruptcy, insolvency, receivership or
similar proceeding or upon assignment for the benefit of creditors:

                  (1) the holders of all Senior Debt of the Company shall first
         be entitled to receive payments in full before the Holders of
         Securities of any series are entitled to receive any payment on account
         of the principal of, premium (if any) or interest on or any Additional
         Amounts with respect to Securities of such series;

                  (2) any payment or distribution of assets of the Company of
         any kind or character, whether in cash, property or securities, to
         which the Holders of Securities of any series or the Trustee on behalf
         of such

                                       35
<PAGE>

         Holders would be entitled, except for the provisions of this Article X,
         shall be paid by the liquidating trustee or agent or other Person
         making such a payment or distribution directly to the holders of such
         Senior Debt or their representative, ratably according to the
         respective amounts of Senior Debt held or represented by each, to the
         extent necessary to make payment in full of all such Senior Debt
         remaining unpaid after giving effect to all concurrent payments and
         distributions to the holders of such Senior Debt; and

                  (3) in the event that, notwithstanding the foregoing, any
         payment or distribution of assets of the Company of any kind or
         character, whether in cash, property or securities, shall be received
         by the Trustee or the Holders of Securities of any series or any Paying
         Agent (or, if the Company or any Subsidiary is acting as the Paying
         Agent, money for any such payment or distribution shall be segregated
         or held in trust) on account of the principal of, premium (if any) or
         interest on or any Additional Amounts with respect to the Securities of
         such series before all Senior Debt of the Company is paid in full, such
         payment or distribution (subject to the provisions of Section 10.07)
         shall be received and held in trust by the Trustee or such Holder or
         Paying Agent for the benefit of the holders of such Senior Debt, or
         their respective representatives, ratably according to the respective
         amounts of such Senior Debt held or represented by each, to the extent
         necessary to make payment as provided herein of all such Senior Debt
         remaining unpaid after giving effect to all concurrent payments and
         distributions and all provisions therefor to or for the holders of such
         Senior Debt, but only to the extent that as to any holder of such
         Senior Debt, as promptly as practical following notice from the Trustee
         to the holders of such Senior Debt that such prohibited payment has
         been received by the Trustee, Holder(s) or Paying Agent (or has been
         segregated as provided above), such holder (or a representative
         therefor) notifies the Trustee of the amounts then due and owing on
         such Senior Debt, if any, held by such holder and only the amounts
         specified in such notices to the Trustee shall be paid to the holders
         of such Senior Debt.

      SECTION 10.04 Subrogation to Rights of Holders of Senior Debt.

      Subject to the payment in full of all Senior Debt of the Company as
provided herein, the Holders of the Securities of any series shall be subrogated
(to the extent of the payments or distributions made to the holders of such
Senior Debt pursuant to the provisions of this Article X) to the rights of the
holders of such Senior Debt to receive payments or distributions of assets of
the Company applicable to the Senior Debt until all amounts owing on the
Securities of such series shall be paid in full. For the purpose of such
subrogation, no such payments or distributions to the holders of such Senior
Debt by the Company, or by or on behalf of the Holders of the Securities of such
series by virtue of this Article X, which otherwise would have been made to such
Holders shall, as between the Company and such Holders, be deemed to be payment
by the Company or on account of such Senior Debt, it being understood that the
provisions of this Article X are and are intended solely for the purpose of
defining the relative rights of the Holders of the Securities of a series, on
the one hand, and the holders of such Senior Debt, on the other hand.

      If any payment or distribution to which the Holders of the Securities
would otherwise have been entitled but for the provisions of this Article X
shall have been applied, pursuant to the provisions of this Article X, to the
payment of amounts payable under Senior Debt of the Company, then such Holders
shall be entitled to receive from the holders of such Senior Debt any payments
or distributions received by such holders of Senior Debt in excess of the amount
sufficient to pay all amounts payable under or in respect of such Senior Debt in
full.

      SECTION 10.05 Obligations of the Company Unconditional.

      Nothing contained in this Article X or elsewhere in this Indenture or in
the Securities is intended to or shall impair, as between the Company and the
Holders of the Securities of any series, the obligation of the Company, which is
absolute and unconditional, to pay to such Holders the principal of, premium (if
any) and interest on and any Additional Amounts with respect to the Securities
of such series as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of such
Holders and creditors of the Company other than the holders of the Senior Debt,
nor shall anything herein or therein prevent the Trustee or any Holder from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article X, of the
holders of Senior Debt in respect of cash, property or securities of the Company
received upon the exercise of any such remedy. Notwithstanding anything to the
contrary in this Article X or elsewhere in this Indenture or in the Securities,
upon any distribution of assets of the

                                       36
<PAGE>

Company referred to in this Article X, the Trustee, subject to the provisions of
Sections 7.01 and 7.02, and the Holders of the Securities shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction in
which such dissolution, winding up, liquidation or reorganization proceedings
are pending, or a certificate of the liquidating trustee or agent or other
Person making any distribution to the Trustee or to such Holders for the purpose
of ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Debt and other Debt of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article X so long as such court has been
apprised of the provisions of, or the order, decree or certificate makes
reference to, the provisions of this Article X.

      SECTION 10.06 Trustee Entitled to Assume Payments Not Prohibited in
Absence of Notice.

      The Trustee shall not at any time be charged with knowledge of the
existence of any facts that would prohibit the making of any payment to or by
the Trustee unless and until a Responsible Officer of the Trustee or any Paying
Agent shall have received, no later than two Business Days prior to such
payment, written notice thereof from the Company or from one or more holders of
Senior Debt or from any representative thereof and, prior to the receipt of any
such written notice, the Trustee, subject to the provisions of Sections 7.01 and
7.02, shall be entitled in all respects conclusively to assume that no such fact
exists.

      SECTION 10.07 Application by Trustee of Amounts Deposited with It.

      Amounts deposited in trust with the Trustee pursuant to and in accordance
with Article VIII shall be for the sole benefit of Holders of Securities of the
series for the benefit of which such amounts were deposited, and, to the extent
allocated for the payment of Securities of such series, shall not be subject to
the subordination provisions of this Article X. Otherwise, any deposit of assets
with the Trustee or the Paying Agent (whether or not in trust) for the payment
of principal of, premium (if any) or interest on or any Additional Amounts with
respect to any Securities of any series shall be subject to the provisions of
Sections 10.01, 10.02, 10.03 and 10.04; provided that if prior to two Business
Days preceding the date on which by the terms of this Indenture any such assets
may become distributable for any purpose (including, without limitation, the
payment of either principal of, premium (if any) or interest on or any
Additional Amounts with respect to any Security), a Responsible Officer of the
Trustee or such Paying Agent shall not have received with respect to such assets
the written notice provided for in Section 10.06, then the Trustee or such
Paying Agent shall have full power and authority to receive such assets and to
apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary that may be received by it on or after
such date; and provided further that nothing contained in this Article X shall
prevent the Company from making, or the Trustee from receiving or applying, any
payment in connection with the redemption of Securities of a series if the first
publication of notice of such redemption (whether by mail or otherwise in
accordance with this Indenture) has been made, and the Trustee has received such
payment from the Company, prior to the occurrence of any of the contingencies
specified in Section 10.02 or 10.03.

      SECTION 10.08 Subordination Rights Not Impaired by Acts or Omissions of
the Company or Holders of Senior Debt.

      No right of any present or future holders of any Senior Debt to enforce
subordination provisions contained in this Article X shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company with the terms of this Indenture, regardless
of any knowledge thereof that any such holder may have or be otherwise charged
with. The holders of Senior Debt may extend, renew, modify or amend the terms of
the Senior Debt or any security therefor and release, sell or exchange such
security and otherwise deal freely with the Company, all without affecting the
liabilities and obligations of the parties to this Indenture or the Holders of
the Securities of any series.

      SECTION 10.09 Trustee to Effectuate Subordination of Securities.

      Each Holder of a Security of any series by his acceptance thereof
authorizes and expressly directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination provisions
contained in this Article X and to protect the rights of the Holders of the
Securities of such series pursuant to this Indenture, and appoints the Trustee
his attorney-in-fact for such purpose, including, in the event of any
dissolution, winding up, liquidation or reorganization of the Company (whether
in bankruptcy, insolvency or receivership

                                       37
<PAGE>

proceedings or upon an assignment for the benefit of creditors of the Company),
the filing of a claim for the unpaid balance of his Securities in the form
required in said proceedings and cause said claim to be approved. If the Trustee
does not file a proper claim or proof of debt in the form required in such
proceeding prior to 30 days before the expiration of the time to file such claim
or claims, then the holders of the Senior Debt or their representative is hereby
authorized to have the right to file and is hereby authorized to file an
appropriate claim for and on behalf of the Holders of Securities of such series.
Nothing contained herein shall be deemed to authorize the Trustee or the holders
of Senior Debt or their representative to authorize or consent to or accept or
adopt on behalf of any Holder of Securities of any series any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
of such series or the rights of any Holder thereof, or to authorize the Trustee
or the holders of Senior Debt or their representative to vote in respect of the
claim of any Holder of the Securities of such series in any such proceeding.

      SECTION 10.10 Right of Trustee to Hold Senior Debt.

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

      SECTION 10.11 Article X Not to Prevent Events of Default.

      The failure to make a payment on account of principal of or premium (if
any) or interest on the Securities of any series by reason of any provision of
this Article X shall not be construed as preventing the occurrence of a Default
or an Event of Default under Section 6.01 with respect to Securities of such
series or in any way prevent the Holders of the Securities of such series from
exercising any right hereunder other than the right to receive payment on the
Securities of such series.

      SECTION 10.12 No Fiduciary Duty of Trustee to Holders of Senior Debt.

      The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Debt, and shall not be liable to any such holders (other than for its
willful misconduct or negligence) if it shall in good faith mistakenly pay over
or distribute to the Holders of the Securities of any series or the Company or
any other Person, cash, property or securities to which any holders of Senior
Debt shall be entitled by virtue of this Article X or otherwise. Nothing in this
Section 10.12 shall affect the obligation of any other such Person to hold such
payment for the benefit of, and to pay such payment over to, the holders of
Senior Debt or their representative.

      SECTION 10.13 Article Applicable to Paying Agent.

      In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article X shall in such case (unless the context shall otherwise
require) be construed as extending to and including such Paying Agent within its
meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article X in addition to or in place of the Trustee; provided, however,
that this Section 10.13 shall not apply to the Company or any Subsidiary if the
Company or such Subsidiary acts as Paying Agent.

                                   ARTICLE XI
                                  MISCELLANEOUS

      SECTION 11.01 Trust Indenture Act Controls.

      If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by operation of TIA Section 318(c), the imposed duties shall
control.

                                       38
<PAGE>

      SECTION 11.02 Notices.

      Any notice or communication by the Company or the Trustee to the other is
duly given if in writing and delivered in person or mailed by first-class mail
(registered or certified, return receipt requested), telex, facsimile or
overnight air courier guaranteeing next day delivery, to the other's address:

         If to the Company:

         Parallel Petroleum Corporation
         1004 N. Big Spring, Suite 400
         Midland, Texas 79701
         Attn:  __________________
         Telephone: (432) 684-3727
         Facsimile: (432) ____-_____

         If to the Trustee:

         ________________________________

         ________________________________

         ________________________________

         Attn:  _________________________

         Telephone: _____________________

         Facsimile: _____________________

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

      All notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged, if by facsimile; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.

      Any notice or communication to a Holder shall be mailed by first-class
mail, postage prepaid, to the Holder's address shown on the register kept by the
Registrar. Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders.

      If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it,
except in the case of notice to the Trustee, it is duly given only when
received.

      If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

      All notices or communications, including without limitation notices to the
Trustee or the Company by Holders, shall be in writing, except as otherwise set
forth herein.

      In case by reason of the suspension of regular mail service, or by reason
of any other cause, it shall be impossible to mail any notice required by this
Indenture, then such method of notification as shall be made with the approval
of the Trustee shall constitute a sufficient mailing of such notice.

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      SECTION 11.03 Communication by Holders with Other Holders.

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

      SECTION 11.04 Certificate and Opinion as to Conditions Precedent.

      Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall, if requested by the Trustee,
furnish to the Trustee at the expense of the Company:

                  (1) an Officers' Certificate (which shall include the
         statements set forth in Section 11.05) stating that, in the opinion of
         the signers, all conditions precedent and covenants, if any, provided
         for in this Indenture relating to the proposed action have been
         complied with; and

                  (2) an Opinion of Counsel (which shall include the statements
         set forth in Section 11.05 hereof) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been complied
         with.

      SECTION 11.05 Statements Required in Certificate or Opinion.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

                  (1) a statement that the Person making such certificate or
         opinion has read such covenant or condition;

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

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

                  (4) a statement as to whether or not, in the opinion of such
         Person, such condition or covenant has been complied with.

      SECTION 11.06 Rules by Trustee and Agents.

      The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or the Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

      SECTION 11.07 Legal Holidays.

      If a payment date is a Legal Holiday at a Place of Payment, payment may be
made at that place on the next succeeding day that is not a Legal Holiday, and
no interest shall accrue for the intervening period.

      SECTION 11.08 No Recourse Against Others.

      A director, officer, employee, stockholder, partner or other owner of the
Company or the Trustee, as such, shall not have any liability for any
obligations of the Company under the Securities or for any obligations of the
Company or the Trustee under this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. Each Holder by
accepting a Security waives and releases all such liability. The waiver and
release shall be part of the consideration for the issue of Securities.

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      SECTION 11.09 Governing Law.

      THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

      SECTION 11.10 No Adverse Interpretation of Other Agreements.

      This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any Subsidiary. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

      SECTION 11.11 Successors.

      All agreements of the Company in this Indenture and the Securities shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.

      SECTION 11.12 Severability.

      In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall, to the fullest extent permitted by applicable
law, not in any way be affected or impaired thereby.

      SECTION 11.13 Counterpart Originals.

      The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

      SECTION 11.14 Table of Contents, Headings, etc.

      The table of contents, cross-reference table and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof and shall in no way modify or
restrict any of the terms or provisions hereof.

                                    * * * * *

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<PAGE>

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

                                         PARALLEL PETROLEUM CORPORATION

                                         By: __________________________________
                                             Name:
                                             Title:

                                         ______________________________________,
                                            as Trustee

                                         By: __________________________________
                                             Name:
                                             Title:

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