<PAGE>
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                                   EXHIBIT 4.1

                         D&K HEALTHCARE RESOURCES, INC.

                                       AND

                 ___________________________________, AS TRUSTEE

                                    INDENTURE

                        DATED AS OF _______________, 20__

                             SENIOR DEBT SECURITIES

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

<PAGE>

                             RECONCILIATION BETWEEN
                         THE TRUST INDENTURE ACT OF 1939
                                 AND INDENTURE,
                          DATED AS OF __________, 20__*

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                                           INDENTURE SECTION
---------------------------                                                           -----------------
<S>                                                                                   <C>
Section 3.10    (a)(1).............................................................               6.09
                (a)(2).............................................................               6.09
                (a)(3).............................................................     Not Applicable
                (a)(4).............................................................     Not Applicable
                (a)(5).............................................................         6.08, 6.10
                (b)................................................................         6.08, 6.10
                (c)................................................................     Not Applicable

Section 3.11    (a)................................................................               6.13
                (b)................................................................               6.13

Section 3.12    (a)................................................................      7.01, 7.02(a)
                (b)................................................................            7.02(b)
                (c)................................................................               7.03

Section 3.13    (a)................................................................               7.03
                (b)................................................................               7.03
                (c)................................................................               7.03
                (d)................................................................               7.03

Section 3.14    (a)................................................................        7.04, 10.05
                (b)................................................................     Not Applicable
                (c)(1).............................................................               1.02
                (c)(2).............................................................               1.02
                (c)(3).............................................................     Not Applicable
                (d)................................................................     Not Applicable
                (e)................................................................               1.02
                (f)................................................................     Not Applicable

Section 3.15    (a)................................................................               6.01
                (b)................................................................               6.02
                (c)................................................................               6.01
                (d)................................................................               6.01
                (e)................................................................               5.14

Section 3.16    (a)................................................................               1.01
                (a)(1)(A)..........................................................               5.12
                (a)(1)(B)..........................................................               5.13
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                     <C>
                (a)(2).............................................................     Not Applicable
                (b)................................................................               5.08

Section 3.17    (a)(1).............................................................               5.03
                (a)(2).............................................................               5.04
                (b)................................................................              10.03

Section 3.18    (a)................................................................               1.07
                (c)................................................................               1.07
</TABLE>


         * This table shall not, for any purpose, be deemed to be a part of the
Indenture.

                                       ii
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                            PAGE
<S>                                                                                         <C>
                                   ARTICLE I.
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 Definitions................................................................     1
Section 1.02 Compliance Certificates and Opinions.......................................     7
Section 1.03 Form of Documents Delivered to Trustee.....................................     7
Section 1.04 Acts of Holders; Record Dates..............................................     8
Section 1.05 Notices, Etc., to Trustee and Company......................................     9
Section 1.06 Notice to Holders; Waiver..................................................    10
Section 1.07 Conflict with Trust Indenture Act..........................................    10
Section 1.08 Effect of Headings and Table of Contents...................................    10
Section 1.09 Successors and Assigns.....................................................    10
Section 1.10 Separability Clause........................................................    10
Section 1.11 Benefits of Indenture......................................................    10
Section 1.12 Governing Law..............................................................    11
Section 1.13 Legal Holidays.............................................................    11

                                   ARTICLE II.
                                 SECURITY FORMS

Section 2.01 Forms of Securities........................................................    11
Section 2.02 Form of Trustee's Certificate of Authentication............................    11
Section 2.03 Securities in Global Form..................................................    12

                                  ARTICLE III.
                                 THE SECURITIES

Section 3.01 Amount Unlimited; Issuable in Series.......................................    12
Section 3.02 Denominations..............................................................    14
Section 3.03 Execution, Authentication, Delivery and Dating.............................    14
Section 3.04 Temporary Securities.......................................................    16
Section 3.05 Registration, Registration of Transfer and
  Exchange and Book-Entry Securities....................................................    16
Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities...........................    19
Section 3.07 Payment of Interest; Interest Rights Preserved.............................    19
Section 3.08 Persons Deemed Owners......................................................    20
Section 3.09 Cancellation...............................................................    21
Section 3.10 Computation of Interest....................................................    21

                                   ARTICLE IV.
                           SATISFACTION AND DISCHARGE

Section 4.01 Satisfaction and Discharge of Indenture....................................    21
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                         <C>
Section 4.02 Application of Trust Money.................................................    23

                                   ARTICLE V.
                           EVENTS OF DEFAULT; REMEDIES

Section 5.01 Events of Default..........................................................    23
Section 5.02 Acceleration of Maturity; Rescission and Annulment.........................    25
Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee............    26
Section 5.04 Trustee May File Proofs of Claim...........................................    27
Section 5.05 Trustee May Enforce Claims Without
  Possession of Securities..............................................................    27
Section 5.06 Application of Money Collected.............................................    27
Section 5.07 Limitation on Suits........................................................    28
Section 5.08 Unconditional Right of Holders to Receive Principal,
  Premium and Interest..................................................................    28
Section 5.09 Restoration of Rights and Remedies.........................................    29
Section 5.10 Rights and Remedies Cumulative.............................................    29
Section 5.11 Delay or Omission Not Waiver...............................................    29
Section 5.12 Control by Holders.........................................................    29
Section 5.13 Waiver of Defaults.........................................................    30
Section 5.14 Undertaking for Costs......................................................    30
Section 5.15 Waiver of Stay or Extension Laws...........................................    30

                                   ARTICLE VI.
                                   THE TRUSTEE

Section 6.01 Certain Duties and Responsibilities........................................    31
Section 6.02 Notice of Defaults.........................................................    32
Section 6.03 Certain Rights of Trustee..................................................    32
Section 6.04 Not Responsible for Recitals or Issuance of Securities.....................    33
Section 6.05 May Hold Securities........................................................    33
Section 6.06 Money Held in Trust........................................................    33
Section 6.07 Compensation and Reimbursement.............................................    33
Section 6.08 Disqualification; Conflicting Interests....................................    34
Section 6.09 Corporate Trustee Required; Eligibility....................................    34
Section 6.10 Resignation and Removal; Appointment of Successor..........................    34
Section 6.11 Acceptance of Appointment by Successor.....................................    36
Section 6.12 Merger, Conversion, Consolidation
  or Succession to Business.............................................................    37
Section 6.13 Preferential Collection of Claims Against Company..........................    37
Section 6.14 Appointment of Authenticating Agent........................................    37

                                  ARTICLE VII.
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01 Company to Furnish Trustee Names and
  Addresses of Holders..................................................................    39
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                                                         <C>
Section 7.02 Preservation of Information; Communications to Holders.....................    39
Section 7.03 Reports by Trustee.........................................................    39
Section 7.04 Reports by Company.........................................................    40
Section 7.05 Holders' Meetings..........................................................    40

                                  ARTICLE VIII.
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01 Company May Consolidate, Etc., Only on Certain Terms.......................    42
Section 8.02 Successor Substituted......................................................    43

                                   ARTICLE IX.
                             SUPPLEMENTAL INDENTURES

Section 9.01 Supplemental Indentures Without Consent of Holders.........................    43
Section 9.02 Supplemental Indentures With Consent of Holders............................    44
Section 9.03 Execution of Supplemental Indentures.......................................    45
Section 9.04 Effect of Supplemental Indentures..........................................    45
Section 9.05 Conformity with Trust Indenture Act........................................    45
Section 9.06 Reference in Securities to Supplemental Indentures.........................    45
Section 9.07 Notice of Supplemental Indenture...........................................    46

                                   ARTICLE X.
                                    COVENANTS

Section 10.01 Payment of Principal, Premium and Interest................................    46
Section 10.02 Maintenance of Office or Agency...........................................    46
Section 10.03 Money for Securities Payments to Be Held in Trust.........................    46
Section 10.04 Corporate Existence.......................................................    48
Section 10.05 Notice of Defaults........................................................    48
Section 10.06 Waiver of Certain Covenants...............................................    48

                                   ARTICLE XI.
                            REDEMPTION OF SECURITIES

Section 11.01 Applicability of Article..................................................    48
Section 11.02 Election to Redeem; Notice to Trustee.....................................    48
Section 11.03 Selection by Trustee of Securities to Be Redeemed.........................    48
Section 11.04 Notice of Redemption......................................................    49
Section 11.05 Deposit of Redemption Price...............................................    50
Section 11.06 Securities Payable on Redemption Date.....................................    50
Section 11.07 Securities Redeemed in Part...............................................    50

                                  ARTICLE XII.
                                  SINKING FUNDS

Section 12.01 Applicability of Article..................................................    50
</TABLE>

                                       v

<PAGE>

<TABLE>
<S>                                                                                         <C>
Section 12.02 Satisfaction of Mandatory Sinking Fund
  Payments with Securities..............................................................    51
Section 12.03 Redemption of Securities for Mandatory Sinking Fund.......................    51

                                  ARTICLE XIII.
                  REPAYMENT OF SECURITIES AT OPTION OF HOLDERS

Section 13.01 Applicability of Article..................................................    51
Section 13.02 Notice of Repayment Date..................................................    52
Section 13.03 Deposit of Repayment Price................................................    52
Section 13.04 Securities Payable on Repayment Date......................................    52
Section 13.05 Securities Repaid in Part.................................................    53

                                  ARTICLE XIV.
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 14.01 Applicability of Article; Company's Option
  to Effect Defeasance or Covenant Defeasance...........................................    53
Section 14.02 Defeasance and Discharge..................................................    53
Section 14.03 Covenant Defeasance.......................................................    54
Section 14.04 Conditions to Defeasance or Covenant Defeasance...........................    54
Section 14.05 Deposited Money and U.S. Government Obligations
  to be Held in Trust; Other Miscellaneous Provisions...................................    56
Section 14.06 Reinstatement.............................................................    56

                                   ARTICLE XV.
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 15.01 Immunity of Incorporators, Stockholders,
  Officers and Directors................................................................    56
</TABLE>

                                       vi

<PAGE>

         INDENTURE, dated as of __________, 20__, between D&K HEALTHCARE
RESOURCES, INC., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
8235 Forsyth Boulevard, St. Louis, Missouri 63105, and _____________________, a
national banking association duly organized and existing under the laws of the
United States, as Trustee (herein called the "Trustee"), having its Corporate
Trust Office at ___________________________.

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

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

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

                                   ARTICLE I.
                              DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION

         Section 1.01 Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

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

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

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

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

         Certain terms, used principally in Article VI, are defined in that
Article.

         "Act," when used with respect to any Holder, has the meaning specified
in Section 1.04 .

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control," when used with respect to any specified

<PAGE>

Person, means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Authorized Newspaper" means a newspaper of general circulation in the
relevant area, printed in the English language and customarily published on each
Business Day therein.

         "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of that board or any director or directors
and/or officer or officers of the Company to whom that board or committee shall
have duly delegated its authority.

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

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

         "Capital Stock," as applied to the stock of any corporation, means the
capital stock of every class whether now or hereafter authorized, regardless of
whether such capital stock shall be limited to a fixed sum or percentage with
respect to the rights of the holders thereof to participate in dividends and in
the distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of such corporation.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended or, if at any time after the execution of this Indenture such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.

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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee.

         "Corporate Trust Office" means the principal corporate trust office of
the Trustee at which, at any particular time, its corporate trust business shall
be administered, which office at the date hereof is located at ________________.

         "Corporation" includes corporations, associations, companies and
business trusts.

                                       2
<PAGE>

         "Debt" means, with respect to any Person, (a) any liability of such
Person (i) for borrowed money or (ii) evidenced by a bond, note, debenture or
similar instrument (including purchase money obligations but excluding trade
payables), or (iii) for the payment of money relating to a lease that is
required to be classified as a capitalized lease obligation in accordance with
generally accepted accounting principles; (b) any liability of others described
in the preceding clause (a) that such Person has guaranteed, that is recourse to
such Person or that is otherwise such Person's legal liability; and (c) any
amendment, supplement, modification, deferral, renewal, extension or refunding
of any liability of the types referred to in clauses (a) and (b) above.

         "Defaulted Interest" has the meaning specified in Section 3.07.

         "Depositary" means, with respect to the Securities of any series
issuable or issued in the form of a Global Security, a clearing agency
registered under the Securities Exchange Act of 1934, as amended, or any
successor thereto, which shall in either case be designated by the Company
pursuant to Section 3.01 or 3.05 until a successor Depositary shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Depositary" shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such Person, "Depositary"
as used with respect to the Securities of any such series shall mean the
Depositary with respect to the Securities of that series.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, including the regulations and published interpretations thereunder.

         "Event of Default" has the meaning specified in Section 5.01.

         "generally accepted accounting principles" or "GAAP" means, as of any
date of computation, generally accepted accounting principles in the United
States, consistently applied, that are in effect on the date of such
computation.

         "Global Security or Securities" means one or more fully registered
Securities in global form evidencing all or a part of a series of Securities
issued to the Depositary for such series or its nominee or registered in the
name of the Depositary or its nominee.

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

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

         "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.

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

                                       3
<PAGE>

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

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

         "Notice of Default" has the meaning specified in Section 5.01(4).

         "Officers' Certificate" means a certificate signed by at least two
officers of the Company, one signature being that of the Chairman of the Board,
the Chief Executive Officer, the President or a Vice President, and the other
signature being that of the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary, of the Company, and delivered to the Trustee.

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

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

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

         (i) Securities theretofore canceled by the Trustee or delivered to the
         Trustee for cancellation;

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

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

         (iv) Securities with respect to which the Company has effected
         defeasance as provided in Article XIV;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (a) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due

                                       4
<PAGE>

and payable as of the date of such determination upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02, and (b)
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 and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

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

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

         "Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

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

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

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

         "Reference Treasury Dealer" means each of __________________,
____________________ and ____________________ and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer by 5:00 p.m. on the
third Business Day preceding such redemption date.

                                       5
<PAGE>

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

         "Repayment Date" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to this Indenture.

         "Repayment Price" means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid by or
pursuant to this Indenture.

         "Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee customarily performing corporate trust functions.

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

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.05.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

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

         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

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

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

         "United States" means the United States of America.

                                       6
<PAGE>

         "U.S. Government Obligations" has the meaning specified in Section
14.04.

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

         Section 1.02 Compliance Certificates and Opinions. Upon any application
or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the certificate
provided for in Section 10.05) shall include:

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

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

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

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

         Section 1.03 Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

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

                                       7
<PAGE>

the Company stating that the information with respect to such factual matters is
in the possession of the Company, unless such counsel knows, or in the exercise
of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

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

         Section 1.04 Acts of Holders; Record Dates.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

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

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

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

                  (e)      The Company may, in the circumstances permitted by
the Trust Indenture Act, fix any day as the record date for the purpose of
determining the Holders of Securities of any series entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action, or to vote on any action, authorized or permitted to be given or taken
by Holders of Securities of such series. If not set by the Company prior to the
first solicitation of a Holder of Securities of such series made by any Person
in respect of any such action, or in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the

                                       8
<PAGE>

30th day (or, if later, the date of the most recent list of Holders required to
be provided pursuant to Section 7.01) prior to such first solicitation or vote,
as the case may be. With regard to any record date for action to be taken by the
Holders of one or more series of Securities, only the Holders of Securities of
such series on such date (or their duly designated proxies) shall be entitled to
give or take, or vote on, the relevant action.

                  (f)      Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any particular Security
may do so with regard to all or any part of the principal amount of such
Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such principal
amount. Any notice given or action taken by a Holder or its agents with regard
to different parts of such principal amount pursuant to this paragraph shall
have the same effect as if given or taken by separate Holders of each such
different part.

                  (g)      Without limiting the generality of the foregoing,
unless otherwise specified pursuant to Section 3.01 or pursuant to one or more
indentures supplemental hereto, a Holder, including a Depositary that is the
Holder of a Global Security, may make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in this Indenture to be made, given or
taken by Holders, and a Depositary that is the Holder of a Global Security may
provide its proxy or proxies to the beneficial owners of interests in any such
Global Security through such Depositary's standing instructions and customary
practices.

                  (h)      The Trustee shall fix a record date for the purpose
of determining the Persons who are beneficial owners of interests in any Global
Security held by a Depositary entitled under the procedures of such Depositary
to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other
action provided in this Indenture to be made, given or taken by Holders. If such
a record date is fixed, the Holders on such record date or their duly appointed
proxy or proxies, and only such Persons, shall be entitled to make, give or take
such request, demand, authorization, direction, notice, consent, waiver or other
action, whether or not such Holders remain Holders after such record date. No
such request, demand, authorization, direction, notice, consent, waiver or other
action shall be valid or effective if made, given or taken more than 90 days
after such record date.

         Section 1.05 Notices, Etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

                  (a)      the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, Attention:
___________________________, or

                  (b)      the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office

                                       9
<PAGE>

specified in the first paragraph of this Indenture, Attention: Secretary, or at
any other address previously furnished in writing to the Trustee by the Company.

         Section 1.06 Notice to Holders; Waiver. Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice to a Holder which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
such Holder receives such notice. Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

         In case, by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause, it shall be impracticable to give
notice of any event to Holders by mail when such notice is required to be given
pursuant to any provision of this Indenture, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.

         Section 1.07 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with the duties imposed by any of Sections 3.10
through 3.17, inclusive, of the Trust Indenture Act through the operation of
Section 3.18(c) thereof, such imposed duties shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or shall be deemed to be so excluded, as
the case may be.

         Section 1.08 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         Section 1.09 Successors and Assigns. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

         Section 1.10 Separability Clause. 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 not in
any way be affected or impaired thereby.

         Section 1.11 Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, any Paying Agent and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture;
provided that this Section 1.11 shall not limit the rights of any Holder of a
Global Security to give any notice or take any action, or appoint any agents,
with

                                       10
<PAGE>

regard to any part or different parts of the principal amount of such Global
Security pursuant to Section 1.04.

         Section 1.12 Governing Law. This Indenture and the Securities shall be
governed by and construed in accordance with the laws of the State of New York
and for all purposes shall be governed by and construed in accordance with the
laws of said state without regard to the conflicts of laws and rules of said
state.

         Section 1.13 Legal Holidays. In any case where any Interest Payment
Date, Redemption Date, Repayment Date, sinking fund payment date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the Interest Payment Date, Redemption Date,
Repayment Date, sinking fund payment date or at the Stated Maturity, provided
that no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date or
Stated Maturity, as the case may be.

                                  ARTICLE II.
                                 SECURITY FORMS

         Section 2.01 Forms of Securities. The Securities of each series shall
be in such form or forms (including global form) as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any law or with
any rules made pursuant thereto or the rules of any securities exchange or as
may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of such Securities. If the form of
Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
3.03 for the authentication and delivery of such Securities.

         The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article.

         The definitive Securities shall be printed, lithographed or engraved or
may be produced in any other manner permitted by the rules of any securities
exchange upon which the Securities may be listed and (with respect to Global
Securities of any Series) the rules of the Depositary, all as determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.

         Section 2.02 Form of Trustee's Certificate of Authentication. This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

                                       11
<PAGE>

                                                     ___________________________
                                                     as Trustee

                                                     By ________________________
                                                     Authorized Officer

         Section 2.03 Securities in Global Form. If any Security of a series is
issuable in global form, such Security may provide that it shall represent the
aggregate amount of Outstanding Securities from time to time endorsed thereon
and also may provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee and in such manner as shall be specified in such
Security. Any instructions by the Company with respect to a Security in global
form, after its initial issuance, shall be in writing but need not comply with
Section 1.02.

                                  ARTICLE III.
                                 THE SECURITIES

         Section 3.01 Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

         The Securities may be issued in one or more series. All Securities of
each series issued under this Indenture shall in all respects be equally and
ratably entitled to the benefits hereof with respect to such series without
preference, priority or distinction on account of the actual time of the
authentication and delivery or Maturity of the Securities of such series. There
shall be established in or pursuant to a Board Resolution, and, to the extent
not set forth therein, set forth in an Officers' Certificate, 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 all other series of
Securities);


                  (2)      the price or prices (expressed as a percentage of the
aggregate principal amount thereof) at which the Securities will be issued;

                  (3)      any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of that
series pursuant to Section 3.04, 3.05, 3.06, 9.06, 11.06, 13.05 or 14.03);

                  (4)      the date or dates on which the principal and premium,
if any, of the Securities of the series is payable;

                  (5)      the rate or rates (which may be fixed or variable),
or the method of determination thereof, at which the Securities of the series
shall bear interest, if any, the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest shall be payable and
the Regular Record Date for the interest payable on any Interest Payment

                                       12
<PAGE>

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

                  (6)      if other than the Corporate Trust Office, the place
or places where the principal of (and premium, if any) and interest on
Securities of the series shall be payable;

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

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

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



                  (10)     if the Securities of the series shall be issued in
whole or in part in the form of a Global Security or Securities, the terms and
conditions upon which such Global Security may be exchanged in whole or in part
for other individual securities and the Depositary for such Global Security or
Securities;

                  (11)     any addition to the Events of Default which applies
to any Securities of the series;

                  (12)     any addition to the covenants set forth in Article X
which applies to Securities of the series;

                  (13)     the nature and terms of the security for any secured
Securities;

                  (14)     the form and terms of any guarantee of the
Securities;

                  (15)     the application, if any, of Section 14.02 or 14.03 to
the Securities of the series and any provisions in modification of, in addition
to or in lieu of any of the provisions of Article XIV;

                  (16)     the listing of the Securities on any securities
exchange or the inclusion in any other market or quotation or trading system;

                                       13
<PAGE>

                  (17)     any Trustee, Authenticating Agent, Paying Agent,
issuing or transfer agent or Securities Registrar or any other Person appointed
to act in connection with such Securities for or on behalf of the Holders
thereof or the Company; and

                  (18)     any other terms of the series (which terms shall not
be inconsistent with 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 such Board Resolution and set forth in such Officers' Certificate, to the
extent applicable, or in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuance of additional Securities of such series.

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

         Section 3.02 Denominations. The Securities of each series shall be
issuable in registered form with or without coupons in such denominations as
shall be specified as contemplated by Section 3.01. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such
series shall be issuable in denominations of $1,000 and any integral multiple
thereof.

         Section 3.03 Execution, Authentication, Delivery and Dating. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President or one of its Vice Presidents.
The signature of any of these officers on the Securities may be manual or
facsimile.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, and the Trustee shall authenticate
and deliver such Securities upon Company Order. If all the Securities of any one
series are not to be originally issued at one time and if a Board Resolution
relating to such Securities shall so permit, such Company Order may set forth
procedures (acceptable to the Trustee) for the issuance and authentication of
such Securities.

         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
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Opinion of Counsel stating:

                                       14
<PAGE>

                  (a)      if the form of such Securities has been established
by or pursuant to Board Resolution as permitted by Section 2.01, that such form
has been established in conformity with the provisions of this Indenture;

                  (b)      if the terms of such Securities have been established
by or pursuant to Board Resolution as permitted by Section 3.01, that such terms
have been established in conformity with the provisions of this Indenture; and

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

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

         Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Board Resolution or Officers'
Certificate otherwise required pursuant to Section 3.01 or the Company Order and
Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior
to the time of authentication of each Security of such series if such documents
are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued and such documents reasonably
contemplate the issuance of all Securities of such series.

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

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

         If the Company shall establish pursuant to Section 3.01 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall, in accordance
with this Section and the Company Order with respect to such series,
authenticate and deliver one or more Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series having the same terms issued and not yet
canceled, (ii) shall be registered in the name of the Depositary for such Global
Security or Securities or the nominee of such Depositary, (iii) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions

                                       15
<PAGE>

and (iv) shall bear a legend substantially to the following effect: "Unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, this Security may not be transferred except as a whole by the
Depositary to the nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary."

         Section 3.04 Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.
Every such temporary Security shall be executed by the Company and shall be
authenticated and delivered by the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the definitive
Security in lieu of which it is issued.

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

         Section 3.05 Registration, Registration of Transfer and Exchange and
Book-Entry Securities. The Company shall cause to be kept at one of its offices
or agencies maintained pursuant to Section 10.02 a register (the register
maintained in such office being herein sometimes referred to as the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of exchanges and transfers of
Securities. The Person responsible for the maintenance of the Security Register
is referred to herein as the "Security Registrar." The Trustee is hereby
initially appointed Security Registrar for the purpose of registering Securities
and transfers of Securities as herein provided. The exchange of and the transfer
of Securities also may be registered at the office of the Trustee.

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

                                       16
<PAGE>

         At the option of the Holder, Securities of any series (except Global
Securities) may be exchanged for other Securities of the same series (except
Global Securities) of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06, 11.06, 13.05 or 14.03 not involving
any transfer.

         The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 11.02 and ending
at the close of business on the day of such mailing, or (ii) to register the
transfer or exchange of any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

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

         If at any time the Depositary for the Securities of a series notifies
the Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for the Securities of
a series shall no longer be registered or in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation, the
Company shall appoint a successor Depositary with respect to the Securities of
such series. If a successor Depositary for the Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, the Company shall execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, shall authenticate and deliver Securities
of such series in definitive form in an aggregate principal amount equal to the
principal amount of

                                       17
<PAGE>

the Global Security or Securities representing such series in exchange for such
Global Security or Securities.

         The Company may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such event
the Company shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of definitive Securities of such series, shall
authenticate and deliver, Securities of such series in definitive registered
form without coupons, in any authorized denominations, in an aggregate principal
amount equal to the principal amount of the Global Security or Securities
representing such series, in exchange for such Global Security or Securities.

         If (1) an Event of Default shall occur and be continuing and (2)
beneficial owners of interests representing a majority in aggregate principal
amount of the Securities of a series represented by a Global Security or
Securities shall advise the Trustee through the Depositary for such Global
Security or Securities in writing that the maintenance of a Depositary for such
series is no longer in such beneficial owners' best interests, the Company shall
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of definitive Securities of such series, shall authenticate and
deliver, Securities of such series in definitive registered form without
coupons, in any authorized denominations, in an aggregate principal amount equal
to the principal amount of the such Global Security or Securities, in exchange
for such Global Security or Securities.

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

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

         (ii) to such Depositary a new Global Security in a denomination equal
         to the difference, if any, between the principal amount of the
         surrendered Global Security and the aggregate principal amount of
         Securities authenticated and delivered pursuant to Clause (i) above.

         Upon the exchange of a Global Security for Securities in definitive
registered form, in authorized denominations, such Global Security shall be
canceled by the Trustee. Securities in definitive registered form issued in
exchange for a Global Security pursuant to this Section 3.05 shall be registered
in such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall not be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions.

                                       18
<PAGE>

The Trustee shall, at Company expense, deliver such Securities to or as directed
by the Persons in whose names such Securities are so registered.

         Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, together with
such other security or indemnity as may be reasonably required by the Trustee to
save it harmless, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously
outstanding.

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

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security, subject to satisfaction of
the foregoing conditions. Upon the issuance of any new Security under this
Section, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee) connected
therewith.

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

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

         Section 3.07 Payment of Interest; Interest Rights Preserved. Except as
otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest. The
Company and the Trustee understand that interest on any Global Security will be
disbursed or credited by the Depositary to the Persons having ownership thereof
pursuant to a book entry or other system maintained by the Depositary.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall

                                       19
<PAGE>

forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in Clause (1) or Clause
(2) below:

                  (1)      The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Security of such series and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Securities of such series
at his address as it appears in the Security Register, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following Clause (2).

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

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

         Section 3.08 Persons Deemed Owners. The Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name such
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section
3.07) interest on such Security and for all other purposes whatsoever, whether
or not such Security be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.

                                       20
<PAGE>

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

         Section 3.09 Cancellation. Unless otherwise specified pursuant to
Section 3.01(6) for Securities of any series all Securities surrendered for
payment, redemption, registration of transfer or exchange or for credit against
any mandatory sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly canceled by
it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly canceled by the Trustee, except that if a Global Security is
so surrendered, the Company shall execute and the Trustee shall authenticate and
deliver to the Depositary for such Global Security, without service charge, a
new Global Security or Securities in a denomination equal to and in exchange for
the portion of the Global Security so surrendered not to be paid, redeemed,
repaid or registered for transfer or exchange or for credit. No Securities shall
be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. All
canceled Securities held by the Trustee shall be disposed of in accordance with
its customary procedures and a certificate of disposition shall be delivered to
the Company, unless, by a Company Order, the Company shall direct the canceled
Securities be returned to it.

         Section 3.10 Computation of Interest. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

         Section 3.11 CUSIP Numbers. In issuing the Securities, the Company may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided, that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such CUSIP
numbers. The Company will promptly notify the Trustee of any change in the CUSIP
numbers.

                                  ARTICLE IV.
                           SATISFACTION AND DISCHARGE

         Section 4.01 Satisfaction and Discharge of Indenture. Upon Company
Request, this Indenture shall cease to be of further effect with respect to the
Securities of a particular series, and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such Securities, when:

                           (1) either:

                  (A)      all Securities of such series theretofore
                           authenticated and delivered (other than (i)
                           Securities which have been destroyed, lost or stolen
                           and which

                                       21
<PAGE>

                           have been replaced or paid as provided in Section
                           3.06 and (ii) Securities for whose payment money has
                           theretofore been deposited in trust or segregated and
                           held in trust by the Company and thereafter repaid to
                           the Company or discharged from such trust, as
                           provided in Section 10.03) have been delivered to the
                           Trustee for cancellation; or

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

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

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

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Securities of a particular series, the obligations of the Company
to the Trustee under Section 6.07, the obligations, if any, of the Trustee to
any Authenticating Agent under Section 6.14 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of clause (1) of this
Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03, in each case with respect to such Securities, shall
survive.

         Notwithstanding the cessation, termination and discharge of all
obligations, covenants and agreements of the Company under this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 6.07 and the obligations of the Trustee under Section 4.02
and the last paragraph of Section 10.03 shall survive with respect to such
series of Securities.

                                       22
<PAGE>

         Section 4.02 Application of Trust Money. Subject to the provisions of
the last paragraph of Section 10.03, all money deposited with the Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent), as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee.

                                   ARTICLE V.
                           EVENTS OF DEFAULT; REMEDIES

         Section 5.01 Events of Default. Unless otherwise provided in a
supplemental indenture hereto, "Event of Default," wherever used herein with
respect to Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

                           (2)      default in the payment of the principal of
(and premium, if any, on) any Security of that series at its Maturity, and
continuance of such default for a period of 30 days in the case of a Security of
that series that becomes due and payable by the terms thereof pursuant to
Article Twelve; or

                           (3)      default in the deposit of any mandatory
sinking fund payment, when and as due by the terms of the Securities of that
series, and continuance of such default for a period of 30 days; or

                           (4)      default in the performance of any covenant
or warranty of the Company in this Indenture (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section 5.01
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of a series of Securities other than that series), and
continuance of such default for a period of 90 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% of the aggregate principal amount
of the Outstanding Securities of that series, a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

                           (5)      default (i) in the payment of any principal
of or interest on any Debt of the Company (other than Securities of that
series), aggregating more than $75,000,000 in principal amount, when due after
giving effect to any applicable grace period or (ii) in the performance of any
other term or provision of any Debt of the Company (other than Securities of
that series) in excess of $75,000,000 in principal amount that results in such
Debt becoming or being declared due and payable prior to the date on which it
would otherwise become due and

                                       23
<PAGE>

payable, and such acceleration shall not have been rescinded or annulled, or
such Debt shall not have been discharged, within a period of 90 days after there
has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least a majority in
aggregate principal amount of the Outstanding Securities of that series, a
written notice specifying such default or defaults and stating that such notice
is a "Notice of Default" hereunder; or

                           (6)      the entry against the Company of one or more
judgments, decrees or orders by a court having jurisdiction in the premises from
which no appeal may be or is taken for the payment of money, either individually
or in the aggregate, in excess of $75,000,000, and the continuance of such
judgment, decree or order unsatisfied and in effect for any period of 90
consecutive days after the amount thereof is due without a stay of execution and
there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least a majority
in aggregate principal amount of the Outstanding Securities of that series, a
written notice specifying such entry and continuance of such judgment, decree or
order and stating that such notice is a "Notice of Default" hereunder; or

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

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

         With respect to Securities of a series all or part of which is
represented by a Global Security, the Trustee may establish a record date for
determining Holders of Outstanding Securities of such series entitled to join in
the giving or making of any Notice of Default. The Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
join in such Notice of Default, whether or not such Holders remain Holders after
such record date; provided, that no such action shall be effective hereunder
unless Holders of at least 25% in principal amount of the Outstanding Securities
of such series, or their proxies, shall have joined in such Notice of Default
prior to the day which is 90 days after such record date. Nothing in this
paragraph shall prevent the Trustee, after expiration of such 90-day period,
from setting a new record date pursuant to the provisions of this Section 5.01,
provided that nothing in this

                                       24
<PAGE>

paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of such series on
the date such action is taken.

         Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Securities of any series (other than an Event
of Default specified in Section 5.01(6) or (7)) at the time Outstanding occurs
and is continuing, then in every such case, the Trustee or the Holders of not
less than a majority in principal amount of the Outstanding Securities of that
series may declare the principal amount (or, if any of the Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified in the terms thereof) of all of
the Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. Upon payment of said amounts, all obligations of
the Company in respect of payment of principal of the Securities of such series
shall terminate. Notwithstanding the foregoing, if an Event of Default specified
in Section 5.01(6) or (7) hereof occurs with respect to the Company, all
Outstanding Securities shall become immediately due and payable without further
action or notice.

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

                           (1)      the Company has paid or deposited with the
Trustee a sum sufficient to pay

                  (A)      all overdue interest on all Securities of that
                           series,

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

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

                  (D)      all sums paid or advanced by the Trustee hereunder
                           and the reasonable compensation, expenses,
                           disbursements and advances of the Trustee, its agents
                           and counsel; and

                           (2)      all Events of Default with respect to
Securities of that series, other than the non-payment of the principal of
Securities of that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13.

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

                                       25
<PAGE>

         With respect to Securities of a series all or part of which is
represented by a Global Security, the Trustee may establish a record date for
determining Holders of Outstanding Securities of such series entitled to join in
the giving or making of a declaration of acceleration, or rescission and
annulment, as the case may be. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
declaration of acceleration, or rescission and annulment, as the case may be,
whether or not such Holders remain Holders after such record date; provided,
that no such action shall be effective hereunder unless Holders of the requisite
percentage in principal amount of the Outstanding Securities of such series, or
their proxies, shall have joined in such declaration of acceleration, or
rescission and annulment, as the case may be, prior to the day which is 90 days
after such record date. Nothing in this paragraph shall prevent the Trustee,
after expiration of such 90-day period, from setting a new record date pursuant
to the provisions of this Section 5.02, provided that nothing in this paragraph
shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of such series on the date
such action is taken.

         Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:

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

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

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

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

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may, but shall
not be obligated to, institute a judicial proceeding for the collection of the
sums so due and unpaid, may prosecute such proceeding to judgment or final
decree, and may enforce the same against the Company or any other obligor upon
such Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon such Securities, wherever situated.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the

                                       26
<PAGE>

Holders of Securities of such series by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

         Section 5.04 Trustee May File Proofs of Claim. In case of any judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall
be authorized to file and prove a claim for the whole amount of principal,
premium and interest owing and unpaid in respect of the Securities and to file
such other papers or documents as may be necessary or advisable in order to have
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding, and to collect and receive
any moneys or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 6.07.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or 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; ; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

         Section 5.05 Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         Section 5.06 Application of Money Collected. Any money collected by the
Trustee pursuant to this Article with respect to the Securities of any series
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
(or premium, if any) or interest, upon presentation of the Securities of any
series and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

                                       27
<PAGE>

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

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

         THIRD: The balance, if any, to the Company or to whomsoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction
may direct.

         Section 5.07 Limitation on Suits. No Holder of any Security of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless:

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

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

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

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

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

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

         Section 5.08 Unconditional Right of Holders to Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 3.07) interest on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption or
repayment at the option of the Holder, on the Redemption Date or the Repayment
Date, as the case may be) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

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<PAGE>

         Section 5.09 Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

         Section 5.10 Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.06, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         Section 5.11 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

         Section 5.12 Control by Holders. The Holders of at least a majority in
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series, provided that

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

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

         With respect to Securities of a series all or part of which is
represented by a Global Security, the Trustee may establish a record date for
determining Holders of Outstanding Securities of such series entitled to join in
the giving or making of a direction pursuant to this Section 5.12. The Holders
on such record date, or their duly designated proxies, and only such Persons,
shall be entitled to join in such direction, whether or not such Holders remain
Holders after such record date; provided, that no such direction shall be
effective hereunder unless a majority in principal amount of the Outstanding
Securities of that series shall have been obtained prior to the day which is 90
days after such record date. Nothing in this paragraph shall prevent the
Trustee, after expiration of such 90-day period, from setting a new record date
pursuant to the

                                       29
<PAGE>

provisions of this Section 5.12, provided that nothing in this paragraph shall
be construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of such series on the date such
action is taken.

         Section 5.13 Waiver of Defaults. By Act delivered to the Company and
the Trustee, the Holders of not less than a majority in principal amount of the
Outstanding Securities of any affected series may on behalf of the Holders of
all the Securities of such series waive any existing Event of Default hereunder
with respect to such series and its consequences (including an acceleration and
its consequences, including any related payment default that resulted from such
acceleration), except an Event of Default

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

                  (b)      in respect of a covenant or provision hereof which
under Article IX cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected thereby.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive any past default
hereunder. If a record date is fixed, the Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to waive any
default hereunder, whether or not such Holders remain Holders after such record
date; provided, that unless such majority in principal amount shall have been
obtained prior to the date which is 90 days after such record date, any such
waiver previously given shall automatically and without further action by any
Holder be canceled and of no further effect.

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

         Section 5.14 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, suffered or omitted by it as Trustee, a court may require any
party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided that neither this
Section nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit instituted
by the Trustee, by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series,
or by any Holder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security on or after the Stated Maturity
expressed in such Security (or, in the case of redemption or repayment at the
option of the Holder, on or after the Redemption Date or Repayment Date, as the
case may be).

         Section 5.15 Waiver of Stay or Extension Laws. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever

                                       30
<PAGE>

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

                                  ARTICLE VI.
                                  THE TRUSTEE

         Section 6.01 Certain Duties and Responsibilities.

                  (a)      Except during the continuance of an Event of Default:

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

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

                  (b)      In case 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 their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

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

                           (1)      this Subsection shall not be construed to
limit the effect of Subsection (a) of this Section;

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

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

                                       31
<PAGE>

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

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

         Section 6.02 Notice of Defaults. Within 90 days after the occurrence of
any default hereunder with respect to Securities of any series, the Trustee
shall give the Holders of Securities of such series notice of such default as
and to the extent provided by the Trust Indenture Act; provided, however, that
in the case of any default of the character specified in Section 5.01(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section the term "default" means any event which is, or after notice or lapse of
time or both would become, an Event of Default with respect to Securities of
such series. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default.

         Section 6.03 Certain Rights of Trustee. Subject to the provisions of
Section 6.01:

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

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

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

                  (d)      the Trustee may consult with counsel and the 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;

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

                                       32
<PAGE>

                  (f)      the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney;

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

                  (h)      the Trustee shall not be required to take notice or
be deemed to have notice of any default hereunder (except failure by the Company
to pay principal of (or premium, if any) or interest on any series of Securities
so long as the Trustee is also acting as Paying Agent for such series of
Securities) unless the Trustee shall be specifically notified in writing of such
default by the Company or by the Holders of at least a 10% in aggregate
principal amount of all Outstanding Securities, and all such notices or other
instruments required by this Indenture to be delivered to the Trustee must, in
order to be effective, be delivered at the principal Corporate Trust Office of
the Trustee, and in the absence of such notice the Trustee may conclusively
assume there is no default except as aforesaid.

         Section 6.04 Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof. The Trustee shall not be deemed
to have knowledge of the identity of any Subsidiary unless either (A) a
Responsible Officer of the Trustee shall have actual knowledge thereof or (B)
the Trustee shall have received written notice thereof from the Company or any
Holder.

         Section 6.05 May Hold Securities. The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

         Section 6.06 Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.

         Section 6.07 Compensation and Reimbursement. The Company agrees:

                                       33
<PAGE>

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

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

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

         As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the Holders of particular Securities.

         Section 6.08 Disqualification; Conflicting Interests. If the Trustee
has or shall acquire a conflicting interest within the meaning of Section 3.10
of the Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest with respect to the Securities of any series by virtue of
being Trustee with respect to the Securities of any particular series of
Securities except as may be otherwise provided by the terms of the Securities of
that series.

         Section 6.09 Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of Federal,
State, Territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

         Section 6.10 Resignation and Removal; Appointment of Successor.

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

                                       34
<PAGE>

appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.11.

                  (b)      The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

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

                  (d)      If at any time:

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

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

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

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

                  (e)      If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the 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) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of that or those series shall be appointed by Act
of the Holders of a majority in principal amount of the Outstanding Securities
of such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect

                                       35
<PAGE>

to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

                  (f)      The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series to all Holders of Securities of such series in the manner provided in
Section 1.06. Each notice of appointment shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

         Section 6.11 Acceptance of Appointment by Successor.

                  (a)      In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its lien, if any, provided for in Section 6.07.

                  (b)      In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and 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, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to

                                       36
<PAGE>

the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

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

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

         Section 6.12 Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities. In case
any Securities shall not have been authenticated by such predecessor Trustee,
any such successor Trustee may authenticate and deliver such Securities, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

         Section 6.13 Preferential Collection of Claims Against Company. If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
Section 3.11 of the Trust Indenture Act regarding the collection of such claims
against the Company (or any such other obligor). A Trustee that has resigned or
been removed shall be subject to and comply with said Section 3.11 to the extent
required thereby.

         Section 6.14 Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities (which may be an Affiliate of the Company) which shall be authorized
to act on behalf of the Trustee to authenticate Securities issued upon
registration of transfer or partial redemption or repayment thereof or pursuant
to Section 3.06, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall

                                       37
<PAGE>

at all times be a corporation organized and doing business and in good standing
under the laws of the United States, any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of no less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent. An Authenticating
Agent for any series of Securities may resign at any time by giving written
notice thereof to the Trustee for such series and to the Company. The Trustee
for any series of Securities may at any time terminate the agency of an
Authenticating Agent for such series by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee of such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         Except with respect to an Authenticating Agent appointed at the request
of the Company, the Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, pursuant to the
provisions of Section 6.07.

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

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

                                                    ____________________________
                                                     as Trustee

                                       38
<PAGE>

                                                     By: _______________________
                                                     As Authenticating Agent

                                                     By: _______________________
                                                     Authorized Officer

                                  ARTICLE VII.
                           HOLDERS' LISTS AND REPORTS
                             BY TRUSTEE AND COMPANY

         Section 7.01 Company to Furnish Trustee Names and Addresses of Holders.
With respect to each series of Securities, the Company will furnish or cause to
be furnished to the Trustee for the Securities of such Series

                  (a)      semiannually, not more than 15 days after each
Regular Record Date relating to that series (or, if there is no Regular Record
Date relating to that series, on June 30 and December 31), a list, in such form
as such Trustee may reasonably require, of the names and addresses of the
Holders of that series as of such date, and

                  (b)      at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished; provided, however, that if and so long as the
Trustee is Security Registrar with respect to Securities of a particular series
no such list shall be required with respect to the Securities of such series.

         Section 7.02 Preservation of Information; Communications to Holders.

                  (a)      The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided
in Section 7.01 upon receipt of a new list so furnished.

                  (b)      The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or under the
Securities, and the corresponding rights and privileges of the Trustee, shall be
as provided by the Trust Indenture Act.

                  (c)      Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason
of the disclosure of information as to the names and addresses of the Holders
made pursuant to the Trust Indenture Act.

         Section 7.03 Reports by Trustee.

                                       39
<PAGE>

                  (a)      Within 60 days after May 15 of each year commencing
with the year _____, the Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act if and to the extent and in the manner
provided pursuant thereto.

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

         Section 7.04 Reports by Company. The Company shall file with the
Trustee and the Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to such
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, shall be filed with the Trustee within 15 days
after the same is so required to be filed with the Commission. Delivery of such
reports to the Trustee is for informational purposes only and the Trustee's
receipt of such reports 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).

         Section 7.05 Holders' Meetings.

                  (a)      A meeting of Holders of any or all series may be
called at any time and from time to time pursuant to the provisions of this
Section 7.05 for any of the following purposes:

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

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


                           (3)      to consent to the execution of an indenture
or supplemental indentures hereto pursuant to the provisions of Section 9.02;
and

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

                  (b)      The Trustee for any series may at any time call a
meeting of Holders of such series to take any action specified in paragraph (a)
of this Section 7.05, to be held at such time or times and at such place or
places as the Trustee for such series shall determine. Notice of every meeting
of the Holders of any series, setting forth the time and the place of such
meeting

                                       40
<PAGE>

and in general terms the action proposed to be taken at such meeting, shall be
given to Holders of such series in the manner and to the extent provided in
Section 1.05. Such notice shall be given not less than 20 days nor more than 90
days prior to the date fixed for the meeting.

                  (c)      In case at any time the Company, or the Holders of at
least 10% in aggregate principal amount of the Outstanding Securities of a
series or of all series, as the case may be, shall have requested the Trustee
for such series to call a meeting of Holders of any or all such series by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have given the notice of such
meeting within 20 days after the receipt of such request, then the Company or
such Holders may determine the time or times and the place or places for such
meetings and may call such meetings to take any action authorized by giving
notice thereof as provided in the preceding paragraph.


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

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

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of such series as provided in paragraph (c) of this
Section 7.05, in which case the Company or the Holders calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by a majority
vote of the meeting.

         Subject to the provisos in the definition of "Outstanding," at any
meeting each Holder of a Debt Security of the series with respect to which such
meeting is being held or proxy therefor shall be entitled to one vote for each
$1,000 principal amount (or such other amount as shall be specified as
contemplated by Section 3.01) of Securities of such series held or represented
by him; provided, however, that no vote shall be cast or counted at any meeting
in respect of any Security challenged as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote other than by virtue of Outstanding Securities of such
series held by him or instruments in writing duly designating him as the person
to vote on behalf of Holders of Securities of such series. Any meeting of
Holders with respect to which a meeting was duly called pursuant to the
provisions of paragraph (b) or (c) of this Section 7.05 may be adjourned from
time to time by a majority of such Holders present and the meeting may be held
as so adjourned without further notice.

                                       41
<PAGE>

                  (f)      The vote upon any resolution submitted to any meeting
of Holders with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signatures of such Holders or of their
representatives by proxy and the serial number or numbers of the Securities held
or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Holders shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was transmitted as provided in paragraph (b) of this Section 7.05. The
record shall show the serial numbers of the Securities voting in favor of or
against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee.

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

                  (g)      Nothing contained in this Section 7.05 shall be
deemed or construed to authorize or permit, by reason of any call of a meeting
of Holders or any rights expressly or impliedly conferred hereunder to make such
call, any hindrance or delay in the exercise of any right or rights conferred
upon or reserved to the Trustee or to any Holder under any of the provisions of
this Indenture or of the Securities of any series.

                                 ARTICLE VIII.
                             CONSOLIDATION, MERGER,
                          CONVEYANCE, TRANSFER OR LEASE

         Section 8.01 Company May Consolidate, Etc., Only on Certain Terms. The
Company shall not consolidate with or merge with or into any other Person or
convey, transfer or lease all or substantially all of its property or assets to
any Person unless:

                           (1)      in case the Company shall consolidate with
or merge into another Person or convey, transfer or lease all or substantially
all of its property or assets to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the
Company shall be either the Company or a corporation or limited liability
company, shall be organized and validly existing under the laws of the United
States, any State thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto executed and delivered to the
Trustee, all obligations hereunder, including the due and punctual payment of
the principal of and any premium and interest on all the Securities and the
performance or observance of every covenant of this Indenture on the part of the
Company to be performed or observed; and

                           (2)      after giving effect to such transaction, no
Event of Default shall have occurred and be continuing.

                                       42
<PAGE>

         Notwithstanding the foregoing, any Subsidiary of the Company may
consolidate with, merge into or transfer all or part of its properties and
assets to the Company.

         Section 8.02 Successor Substituted. Upon any consolidation of the
Company with, or merger of the Company into, any other Person or conveyance,
transfer or lease of all or substantially all of the property or assets of the
Company in accordance with Section 8.01, the successor Person formed by such
consolidation or into which the Company is merged or to which conveyance,
transfer or lease of all or substantially all of its property or assets is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities. In the case of a lease, the
predecessor Person shall not be released from its obligations to pay the
principal of, premium, if any, and interest on the Securities. All Securities
issued by the successor Person shall in all respects have the same legal
priority as the Securities theretofore or thereafter authenticated, issued and
delivered in accordance with the terms of this Indenture.

                                  ARTICLE IX.
                            SUPPLEMENTAL INDENTURES

         Section 9.01 Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

                           (1)      to evidence the succession of another Person
to the Company and the assumption by any such successor of the covenants of the
Company herein and in the Securities; or

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

                           (3)      to add any additional Events of Default with
respect to all or any series of Securities for the benefit of the Holders of any
Securities; or

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



                                       43
<PAGE>



                           (5)      to secure the Securities; or

                           (6)      to add to the rights of the Holders of any
Securities; or

                           (7)      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 6.11(b); or

                           (8)      to add to, delete from, or revise the
conditions, limitations, and restrictions on the authorized amount, terms, or
purposes of issue, authentication, and delivery of Securities, as herein set
forth; or

                           (9)      to make any change that does not adversely
affect the rights of any Holder in any material respect; or

                           (10)     to cure any ambiguity, to correct or
supplement any provision herein which may be defective or inconsistent with any
other provision herein, or to make any other provisions with respect to matters
or questions arising under this Indenture, provided that such action pursuant to
this clause (10) other than with respect to a defective provision shall not
adversely affect the interests of the Holders of Securities of any series in any
material respect.

         Section 9.02 Supplemental Indentures With Consent of Holders. With the
consent of the Holders of not less than 66 2/3% in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

                           (1)      change the Stated Maturity of the principal
of, or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or
change any place of payment where, or the coin or currency in which, any
Security or any premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or

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

                           (3)      modify any of the provisions of this
Section, Section 5.13 or Section 10.06, except to increase any such percentage
or to provide that certain other provisions

                                       44
<PAGE>

of this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby, provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to "the Trustee" and concomitant changes in this
Section and Section 10.06, or the deletion of this proviso, in accordance with
the requirements of Sections 6.11(b) and 9.01(8).

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

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

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

         Section 9.03 Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

         Section 9.04 Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

         Section 9.05 Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

         Section 9.06 Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the

                                       45
<PAGE>

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

         Section 9.07 Notice of Supplemental Indenture. Promptly after the
execution by the Company and the appropriate Trustee of any supplemental
indenture, the Company shall transmit, as provided herein, to all Holders of any
series of the Securities affected thereby, a notice setting forth in general
terms the substance of such supplemental indenture.

                                   ARTICLE X.
                                    COVENANTS

         Section 10.01 Payment of Principal, Premium and Interest. The Company
covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of (and premium, if any) and interest on
the Securities of that series in accordance with the terms of the Securities and
this Indenture.

         Section 10.02 Maintenance of Office or Agency. The Company will
maintain in each Place of Payment an office or agency where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
terminates the appointment of a Paying Agent or Security Registrar or otherwise
shall fail to maintain any such required office or agency, the Company shall use
its reasonable best efforts to appoint a successor Paying Agent or Security
Registrar reasonably acceptable to the Trustee. If the Company fails to maintain
a Paying Agent or Security Registrar, the Trustee will act as such, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities 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 such purposes. The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

         Section 10.03 Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee in writing of its action or
failure so to act.

                                       46
<PAGE>

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

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

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

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

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

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

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

                                       47
<PAGE>

         Section 10.04 Corporate Existence. Subject to Article VIII, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence, rights (charter and statutory) and
franchises; provided, however, that the Company shall not be required to
preserve any such right or franchise if the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company.

         Section 10.05 Notice of Defaults. The Company will give to the Trustee
written notice of the occurrence of an Event of Default within five days after
the Company becomes aware of such occurrence.

         Section 10.06 Waiver of Certain Covenants. The Company may omit in
any particular instance to comply with any term, provision or condition set
forth in Section 8.01 or Section 10.04 with respect to the Securities of any
series if, before the time for such compliance, the Holders of at least 66 2/3%
of the principal amount of the Outstanding Securities of such series shall, by
Act of such Holders, either waive compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

                                  ARTICLE XI.
                            REDEMPTION OF SECURITIES

         Section 11.01 Applicability of Article. Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified as contemplated in Section
3.01 for Securities of any series) in accordance with this Article.

         Section 11.02 Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities shall be evidenced by a Board Resolution.
In case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

         Section 11.03 Selection by Trustee 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 and of a specified tenor are to be redeemed), the
particular Securities to be redeemed shall be selected not more than 90 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, in a manner which the Trustee
deems fair and appropriate, which 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

                                       48
<PAGE>

authorized denomination for Securities of that series. If the Company shall so
specify and identify the appropriate Securities, Securities owned of record and
beneficially by the Company or any Subsidiary shall not be included in the
Securities selected for redemption.

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

         Section 11.04 Notice of Redemption. Notice of redemption shall, unless
otherwise specified by the terms of the Securities to be redeemed, be given not
less than 30 nor more than 90 days prior to the Redemption Date, to each Holder
of Securities to be redeemed, in accordance with Section 1.06.

         All notices of redemption shall state:

                           (1)      the Redemption Date;

                           (2)      the Redemption Price;

                           (3)      the place or places where such Securities
are to be surrendered for payment of the Redemption Price, which shall be the
office or agency of the Company in each Place of Payment;

                           (4)      that payment of the Redemption Price will be
made on the surrender of such Securities at such place or places of redemption;

                           (5)      that accrued interest to the Redemption Date
will be paid as specified in such notice and that from and after the Redemption
Date interest on such Securities will cease to accrue;

                           (6)      if less than all the Outstanding Securities
of any series are to be redeemed (unless all the Securities of such series of a
specified tenor are to be redeemed), the identification (and, in the case of
partial redemption of any Securities, the principal amounts) of the particular
Securities to be redeemed;

                           (7)      in the case of partial redemption of any
Securities, that upon surrender of such Securities, a new Security or new
Securities having the same terms will be issued in aggregate principal amount
equal to the unredeemed portion;

                           (8)      that redemption is subject to the receipt by
the Trustee or a Paying Agent prior to the Redemption Date of sufficient funds
to make the redemption, if such is the case; and

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<PAGE>

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

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

         Section 11.05 Deposit of Redemption Price. Prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

         Section 11.06 Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.01, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.07.

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

         Section 11.07 Securities Redeemed in Part. Any Security which is to be
redeemed only in part shall be surrendered at a Place of Payment therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the same series and of like tenor, of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered. If a Global
Security is so surrendered, such new Security so issued shall be a new Global
Security.

                                  ARTICLE XII.
                                  SINKING FUNDS

         Section 12.01 Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

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<PAGE>

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 12.02. 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.

         Section 12.02 Satisfaction of Mandatory Sinking Fund Payments with
Securities. The Company (1) may deliver Outstanding Securities of a series to
the Trustee for cancellation (other than any previously called for redemption)
and (2) may apply as a credit Securities of a series which have been redeemed
either at the election of the Company or the Holders, if applicable, 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 mandatory sinking fund payment with
respect to the Securities of such series required to be made pursuant to the
terms of such Securities as provided for by the terms of such series or may
apply Securities of such series which have been previously cancelled; 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 such mandatory
sinking fund and the amount of such mandatory sinking fund payment shall be
reduced accordingly.

         Section 12.03 Redemption of Securities for Mandatory Sinking Fund. Not
less than 60 days prior to each mandatory sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory 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 delivering and crediting Securities
or applying previously cancelled Securities of that series pursuant to Section
12.02 and the basis for such credit and will also deliver to the Trustee any
Securities to be so delivered which have not theretofore been delivered to the
Trustee. Not less than 30 days before each such mandatory sinking fund payment
date, the Trustee shall select the Securities to be redeemed upon such mandatory
sinking fund payment date in the manner specified in Section 11.02 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.03. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.04, 11.05 and 11.06.

                                 ARTICLE XIII.
                             REPAYMENT OF SECURITIES
                              AT OPTION OF HOLDERS

         Section 13.01 Applicability of Article. Securities of any series that
are repayable before their Stated Maturity at the option of the Holders shall be
repaid in accordance with their terms and (except as otherwise specified as
contemplated by Section 3.01 for Securities of any series) in accordance with
this Article.

                                       51
<PAGE>

         Section 13.02 Notice of Repayment Date. Notice of any Repayment Date
with respect to Securities of any series shall, unless otherwise specified by
the terms of the Securities of such series, be given by the Company not less
than 45 nor more than 60 days prior to such Repayment Date, to the Trustee and
to each Holder of Securities of such series in accordance with Sections 1.05 and
1.06, respectively.

         The notice as to Repayment Date shall state:

                           (1)      the Repayment Date;

                           (2)      the Repayment Price;

                           (3)      the place or places where such Securities
are to be surrendered for payment of the Repayment Price, which shall be the
office or agency of the Company in each Place of Payment, and the date by which
Securities must be so surrendered in order to be repaid;

                           (4)      a description of the procedure which a
Holder must follow to exercise a repayment right; and

                           (5)      that exercise of the option to elect
repayment is irrevocable.

         No failure of the Company to give the foregoing notice shall limit any
Holder's right to exercise a repayment right.

         Section 13.03 Deposit of Repayment Price. On or prior to any Repayment
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the Repayment
Price of and (except if the Repayment Date shall be an Interest Payment Date)
accrued interest on, all the Securities of such series which are to be repaid on
that date.

         Section 13.04 Securities Payable on Repayment Date. The form of option
to elect repayment having been delivered as specified in the form of Security
for such series as provided in Section 2.01, the Securities so to be repaid
shall, on the Repayment Date, become due and payable at the Repayment Price
applicable thereto, and from and after such date (unless the Company shall
default in the payment of the Repayment Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
repayment in accordance with said notice, such Security shall be paid by the
Company at the Repayment Price, together with accrued interest to the Repayment
Date; provided, however, that, unless otherwise specified as contemplated by
Section 3.01, installments of interest whose Stated Maturity is on or prior to
such Repayment Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Date according to their terms and the provisions of Section
3.07.

         If any Security to be repaid shall not be so paid upon surrender
thereof for repayment, the principal shall, until paid, bear interest from the
Repayment Date at the rate prescribed in the Security.

                                       52
<PAGE>

         Section 13.05 Securities Repaid in Part. Any Security which by its
terms may be repaid in part at the option of the Holder thereof and which is to
be repaid only in part shall be surrendered at any office or agency of the
Company designated for that purpose pursuant to Section 10.02 (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge, a new Security or Securities of
the same series and of like tenor, of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for the
unrepaid portion of the principal of the Security so surrendered. If a Global
Security is so surrendered, such new Security so issued shall be a new Global
Security.

                                  ARTICLE XIV.
                       DEFEASANCE AND COVENANT DEFEASANCE

         Section 14.01 Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance. If pursuant to Section 3.01 provision is made
for either or both of (a) defeasance of the Securities of a series under Section
14.02 or (b) covenant defeasance of the Securities of a series under Section
14.03, then the provisions of such Section or Sections, as the case may be,
together with the other provisions of this Article XIV, shall be applicable to
the Securities of such series, and the Company may at its option at any time
with respect to the Securities of such series, elect to have either Section
14.02 (if applicable) or Section 14.03 (if applicable) be applied to the
Outstanding Securities of such series upon compliance with the conditions set
forth below in this Article XIV.

         Section 14.02 Defeasance and Discharge. Upon the Company's exercise of
the above option applicable to this Section with respect to the Outstanding
Securities of a particular series, the Company shall be deemed to have been
discharged from its obligations with respect to the Outstanding Securities of
such series (except for certain obligations to register the transfer or exchange
of Securities of such series, to replace stolen, lost or mutilated Securities of
such series, and to maintain paying agencies) on and after the date the
conditions precedent set forth below are satisfied (hereinafter, "defeasance").
For this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by the Outstanding
Securities of such series and to have satisfied all its other obligations under
such Securities and this Indenture insofar as such Securities are concerned (and
the Trustee, at the expense of the Company and upon Company Request, shall
execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder: (A) the
rights of Holders of Outstanding Securities of such series to receive, solely
from the trust fund described in Section 14.04 as more fully set forth in such
Section, payments of the principal of and any premium and interest on such
Securities when such payments are due, (B) the Company's obligations with
respect to such Securities under Section 3.04, 3.05, 3.06, 6.07, 10.02 and 10.03
and such obligations as shall be ancillary thereto, (C) the rights, powers,
trusts, duties, immunities and other provisions in respect of the Trustee
hereunder and (D) this Article XIV. Subject to compliance with this Article XIV,
the Company may exercise its option under this Section 14.02 notwithstanding the
prior exercise of its option under Section 14.03 with respect to the Securities
of such series.

                                       53
<PAGE>

         Section 14.03 Covenant Defeasance. Upon the Company's exercise of the
above option applicable to this Section with respect to the Outstanding
Securities of a particular series, the Company shall be released from its
obligations under Sections 8.01 and 10.04 (and any other covenant applicable to
such Securities that is determined pursuant to Section 3.01 to be subject to
covenant defeasance under this Section) and the occurrence of an event specified
in Clause (4) of Section 5.01 with respect to any of Sections 8.01 or 10.04 (and
any other Event of Default applicable to such Securities that is determined
pursuant to Section 3.01 to be subject to covenant defeasance under this
Section) shall not be deemed to be an Event of Default with respect to the
Outstanding Securities of such series on and after the date the conditions set
forth below are satisfied (hereinafter, "covenant defeasance"). For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Securities of such series, the Company may omit to comply with and shall have no
liability in respect of any term, condition, limitation or restrictive covenant
set forth in any such Section or Clause whether directly or indirectly by reason
of any reference elsewhere herein to any such Section or Clause or by reason of
any reference in any such Section or Clause to any other provision herein or in
any other document, including any supplement hereto, any Board Resolution or
Officers' Certificate delivered hereto but the remainder of this Indenture and
such Securities shall be unaffected thereby.

         Section 14.04 Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions precedent to application of either Section
14.02 or Section 14.03 to the Outstanding Securities of a particular series:

                           (1)      The Company shall irrevocably have deposited
or caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 6.09 who shall agree to comply with the provisions of
this Article XIV applicable to it) as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, (A) money in
an amount, or (B) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment,
money in an amount, or (C) a combination thereof, sufficient, without
reinvestment, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereto delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, (i) the principal of and any
premium, if any, and interest on the Outstanding Securities of such series on
the maturity of such principal, premium or interest and (ii) any mandatory
sinking fund payments or analogous payments applicable to the Outstanding
Securities of such series on the day on which such payments are due in
accordance with the terms of this Indenture and of such Securities. Before such
a deposit, the Company may make arrangements satisfactory to the Trustee for the
redemption of Securities at a future date or dates in accordance with Article
XI, which shall be given effect in applying the foregoing. For this purpose,
"U.S. Government Obligations" means securities that are (x) direct obligations
of the United States for the payment of which its full faith and credit is
pledged or (y) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States, which, in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depositary receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as
custodian with respect to any such U.S. Government Obligation or a

                                       54
<PAGE>

specific payment of principal of or interest on any such U.S. Government
Obligation held by such custodian for the account of the holder of such
depositary receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal of or
interest on the U.S. Government Obligation evidenced by such depositary receipt.

                           (2)      No Event of Default or event which with
notice or lapse of time or both would become an Event of Default with respect to
the Securities of such series shall have occurred and be continuing (A) on the
date of such deposit or (B) insofar as subsections 5.01(7) and (8) are
concerned, at any time during the period ending on the 91st day after the date
of such deposit or, if longer, ending on the day following the expiration of the
longest preference period applicable to the Company in respect of such deposit
(it being understood that the condition in this condition shall not be deemed
satisfied until the expiration of such period).

                           (3)      Such defeasance or covenant defeasance shall
not (A) cause the Trustee for the Securities of such series to have a
conflicting interest as defined in Section 6.08 or for purposes of the Trust
Indenture Act with respect to any securities of the Company or (B) result in the
trust arising from such deposit to constitute, unless it is qualified as, a
regulated investment company under the Investment Company Act of 1940, as
amended.

                           (4)      Such defeasance or covenant defeasance shall
not result in a breach or violation of, or constitute a default under, this
Indenture or any other material agreement or instrument to which the Company is
a party or by which it is bound.

                           (5)      In the case of an election under Section
14.02, the Company shall have delivered to the Trustee an Opinion of Counsel
stating that (x) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling, or (y) since the date of this Indenture
there has been a change in the applicable Federal income tax law, in either case
to the effect that, and based thereon such opinion shall confirm that, the
Holders of the Outstanding Securities of such series will not recognize income,
gain or loss for United States federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to United States federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such deposit, defeasance and discharge had not
occurred.

                           (6)      In the case of an election under Section
14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that the Holders of the Outstanding Securities of such series will
not recognize income, gain or loss for United States federal income tax purposes
as a result of such covenant defeasance and will be subject to United States
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such deposit and covenant defeasance had not
occurred.

                           (7)      Such defeasance or covenant defeasance shall
be effected in compliance with any additional terms, conditions or limitations
which may be imposed on the Company in connection therewith pursuant to Section
3.01.

                                       55
<PAGE>

                           (8)      The Company shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to either the defeasance under
Section 14.02 or the covenant defeasance under Section 14.03 (as the case may
be) have been complied with.

         Section 14.05 Deposited Money and U.S. Government Obligations to be
Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the
last paragraph of Section 10.03, all money and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee - collectively, for purposes for this Section 14.05, the "Trustee")
pursuant to Section 14.04 in respect of the Outstanding Securities of such
series shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (but not including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal,
premium and interest, but such money need not be segregated from other funds
except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the money or U.S. Government
Obligations deposited pursuant to Section 14.04 or the principal and interest
received in respect thereof.

         Anything herein to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or U.S. Government Obligations held by it as provided in Section 14.04 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance.

         Section 14.06 Reinstatement. If the Trustee or the Paying Agent is
unable to apply any money in accordance with Section 14.02 or 14.03 with respect
to the Securities of any series by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to this Article XIV until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
14.02 or 10.03; provided, however, that if the Company makes any payment of the
principal of or any premium or interest on any such Security following 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 held by
the Trustee or the Paying Agent.

                                  ARTICLE XV.
                           IMMUNITY OF INCORPORATORS,
                      STOCKHOLDERS, OFFICERS AND DIRECTORS

         Section 15.01. Immunity of Incorporators, Stockholders, Officers and
Directors. No recourse under or upon any obligation, covenant or agreement of
this Indenture, or of any

                                       56
<PAGE>

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

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

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

                                            D&K HEALTHCARE RESOURCES, INC.

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________


                                            ________________________, as Trustee

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                       57