<PAGE>
                                  Exhibit 4.14

                                 ANTIGENICS INC.

                                       and

               _______________________________________, as Trustee

                                    INDENTURE

                      Dated as of ___________________, ____
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>               <C>                                                                                           <C>
ARTICLE 1             DEFINITIONS AND INCORPORATION BY REFERENCE..............................................    1

         1.1      DEFINITIONS.................................................................................    1

         1.2      OTHER DEFINITIONS...........................................................................    5

         1.3      INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT...........................................    6

         1.4      RULES OF CONSTRUCTION.......................................................................    6

ARTICLE 2             THE SECURITIES..........................................................................    7

         2.1      ISSUABLE IN SERIES..........................................................................    7

         2.2      ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES..............................................    7

         2.3      EXECUTION AND AUTHENTICATION................................................................    9

         2.4      REGISTRAR AND PAYING AGENT..................................................................   10

         2.5      PAYING AGENT TO HOLD ASSETS IN TRUST........................................................   11

         2.6      SECURITYHOLDER LISTS........................................................................   12

         2.7      TRANSFER AND EXCHANGE.......................................................................   12

         2.8      REPLACEMENT SECURITIES......................................................................   12

         2.9      OUTSTANDING SECURITIES......................................................................   13

         2.10     WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS' ACTION......................   13

         2.11     TEMPORARY SECURITIES........................................................................   14

         2.12     CANCELLATION................................................................................   14

         2.13     PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST............................   14

         2.14     CUSIP NUMBER................................................................................   15

         2.15     PROVISIONS FOR GLOBAL SECURITIES............................................................   15

         2.16     PERSONS DEEMED OWNERS.......................................................................   16

ARTICLE 3             REDEMPTION..............................................................................   17

         3.1      NOTICES TO TRUSTEE..........................................................................   17

         3.2      SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED...........................................   17

         3.3      NOTICE OF REDEMPTION........................................................................   17

         3.4      EFFECT OF NOTICE OF REDEMPTION..............................................................   18

         3.5      DEPOSIT OF REDEMPTION PRICE.................................................................   19
</TABLE>


                                      -i-
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>               <C>                                                                                           <C>
         3.6      SECURITIES REDEEMED IN PART.................................................................   19

ARTICLE 4             COVENANTS...............................................................................   19

         4.1      PAYMENT OF SECURITIES.......................................................................   19

         4.2      SEC REPORTS.................................................................................   19

         4.3      WAIVER OF STAY, EXTENSION OR USURY LAWS.....................................................   20

         4.4      COMPLIANCE CERTIFICATE......................................................................   20

         4.5      CORPORATE EXISTENCE.........................................................................   20

ARTICLE 5             SUCCESSOR CORPORATION...................................................................   21

         5.1      LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS......................................   21

         5.2      SUCCESSOR PERSON SUBSTITUTED................................................................   21

ARTICLE 6             DEFAULTS AND REMEDIES...................................................................   22

         6.1      EVENTS OF DEFAULT...........................................................................   22

         6.2      ACCELERATION................................................................................   23

         6.3      REMEDIES....................................................................................   24

         6.4      WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT...............................................   24

         6.5      CONTROL BY MAJORITY.........................................................................   24

         6.6      LIMITATION ON SUITS.........................................................................   25

         6.7      RIGHTS OF HOLDERS TO RECEIVE PAYMENT........................................................   25

         6.8      COLLECTION SUIT BY TRUSTEE..................................................................   25

         6.9      TRUSTEE MAY FILE PROOFS OF CLAIM............................................................   26

         6.10     PRIORITIES..................................................................................   26

         6.11     UNDERTAKING FOR COSTS.......................................................................   26

ARTICLE 7             TRUSTEE.................................................................................   27

         7.1      DUTIES OF TRUSTEE...........................................................................   27

         7.2      RIGHTS OF TRUSTEE...........................................................................   28

         7.3      INDIVIDUAL RIGHTS OF TRUSTEE................................................................   29

         7.4      TRUSTEE'S DISCLAIMER........................................................................   29

         7.5      NOTICE OF DEFAULT...........................................................................   29

         7.6      REPORTS BY TRUSTEE TO HOLDERS...............................................................   29

         7.7      COMPENSATION AND INDEMNITY..................................................................   30
</TABLE>


                                      -ii-
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>               <C>                                                                                           <C>
         7.8      REPLACEMENT OF TRUSTEE......................................................................   30

         7.9      SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION....................................   31

         7.10     ELIGIBILITY; DISQUALIFICATION...............................................................   31

         7.11     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY...........................................   32

         7.12     PAYING AGENTS...............................................................................   32

ARTICLE 8             AMENDMENTS, SUPPLEMENTS AND WAIVERS.....................................................   32

         8.1      WITHOUT CONSENT OF HOLDERS..................................................................   32

         8.2      WITH CONSENT OF HOLDERS.....................................................................   33

         8.3      COMPLIANCE WITH TRUST INDENTURE ACT.........................................................   34

         8.4      REVOCATION AND EFFECT OF CONSENTS...........................................................   34

         8.5      NOTATION ON OR EXCHANGE OF SECURITIES.......................................................   35

         8.6      TRUSTEE TO SIGN AMENDMENTS, ETC.............................................................   35

ARTICLE 9             DISCHARGE OF INDENTURE; DEFEASANCE......................................................   36

         9.1      DISCHARGE OF INDENTURE......................................................................   36

         9.2      LEGAL DEFEASANCE............................................................................   36

         9.3      COVENANT DEFEASANCE.........................................................................   36

         9.4      CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.......................................   37

         9.5      DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER
                  MISCELLANEOUS PROVISIONS....................................................................   38

         9.6      REINSTATEMENT...............................................................................   39

         9.7      MONEYS HELD BY PAYING AGENT.................................................................   39

         9.8      MONEYS HELD BY TRUSTEE......................................................................   39

ARTICLE 10            MISCELLANEOUS...........................................................................   40

         10.1     TRUST INDENTURE ACT CONTROLS................................................................   40

         10.2     NOTICES.....................................................................................   40

         10.3     COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS................................................   41

         10.4     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT..........................................   41

         10.5     STATEMENT REQUIRED IN CERTIFICATE AND OPINION...............................................   42

         10.6     RULES BY TRUSTEE AND AGENTS.................................................................   42

         10.7     BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT.............................................   42
</TABLE>


                                      -iii-
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>               <C>                                                                                           <C>
         10.8     GOVERNING LAW...............................................................................   43

         10.9     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS...............................................   43

         10.10    NO RECOURSE AGAINST OTHERS..................................................................   43

         10.11    SUCCESSORS..................................................................................   43

         10.12    MULTIPLE COUNTERPARTS.......................................................................   43

         10.13    TABLE OF CONTENTS, HEADINGS, ETC............................................................   43

         10.14    SEVERABILITY................................................................................   43

         10.15    SECURITIES IN A FOREIGN CURRENCY OR IN EURO.................................................   44

         10.16    JUDGMENT CURRENCY...........................................................................   44
</TABLE>


                                      -iv-
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
        TIA SECTION                                   INDENTURE SECTION
        -----------                                   -----------------
<S>                                                <C>
             310(a)(1)                                        7.10
             (a)(2)                                           7.10
             (a)(3)                                            N/A
             (a)(4)                                            N/A
             (a)(5)                                           7.10
             (b)                                   7.8; 7.10; 10.4
             (b)(1)                                           7.10
             (b)(9)                                           7.10
             311(a)                                           7.11
             (b)                                              7.11
             312(a)                                            2.6
             (b)                                              10.3
             (c)                                              10.3
             313(a)                                            7.6
             (b)(1)                                            7.6
             (b)(2)                                            7.6
             (c)                                         7.6; 10.4
             (d)                                               7.6
             314(a)                                 4.2; 4.4; 10.4
             (b)                                               N/A
             (c)(1)                                     10.4; 10.5
             (c)(2)                                     10.4; 10.5
             (c)(3)                                            N/A
             (d)                                               N/A
             (e)                                              10.5
             (f)                                               N/A
             315(a)                                       7.1, 7.2
             (b)                                         7.5; 10.2
             (c)                                               7.1
             (d)                                     6.5; 7.1; 7.2
             (e)                                              6.11
             316(a)(last sentence)                            2.10
             (a)(1)(A)                                         6.5
             (a)(1)(B)                                         6.4
             (a)(2)                                            8.2
             (b)                                               6.7
</TABLE>


                                      -v-
<PAGE>
<TABLE>
<S>                                                      <C>
             (c)                                               8.4
             317(a)(1)                                         6.8
             (a)(2)                                            6.9
             (b)                                         2.5; 7.12
             318(a)                                           10.1
</TABLE>

------------------------
N/A means not applicable
Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
      part of the Indenture.


                                      -vi-
<PAGE>
         INDENTURE, dated as of ______________, ____, by and between Antigenics
Inc., a Delaware corporation, as Issuer (the "Company") and
_____________________, a ________________ organized under the laws of
_______________________, as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness to be issued in one or more series (the
"Securities"), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture.

         All things necessary to make this Indenture a valid agreement of the
Company in accordance with its terms have been done, and the execution and
delivery thereof have been in all respects duly authorized by the parties
hereto.

         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 agreed, for the equal and
proportionate benefit of all Holders of the Securities of a Series thereof, as
follows:

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         1.1      DEFINITIONS.

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

         "Agent" means any Registrar, Paying Agent, co-registrar or agent for
service of notices and demands.

         "Board of Directors" means the Board of Directors of the Company or any
committee duly authorized to act therefor.

         "Board Resolution" means a copy of a resolution certified pursuant to
an Officers' Certificate to have been duly adopted by the Board of Directors of
the Company and to be in full force and effect on the date of such certification
and delivered to the Trustee.
<PAGE>
         "Capital Stock" means, with respect to any Person, any and all shares
or other equivalents (however designated) of capital stock, partnership
interests or any other participation, right or other interest in the nature of
an equity interest in such Person or any option, warrant or other security
convertible into any of the foregoing.

         "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces such party pursuant to Article 5 of this
Indenture and thereafter means the successor and any other primary obligor on
the Securities.

         "Company Order" means a written order signed in the name of the Company
by two Officers, one of whom must be its Chief Executive Officer or its Chief
Financial Officer.

         "Company Request" means any written request signed in the name of the
Company by its Chief Executive Officer, its President, any Vice President, its
Chief Financial Officer or its Treasurer and attested to by the Secretary or any
Assistant Secretary of the Company.

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered.

         "Default" means any event that is, or with the passing of time or
giving of notice or both would be, an Event of Default.

         "Depository" means, with respect to the Securities of any Series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depository for such Series by the Company,
which Depository shall be a clearing agency registered under the Exchange Act,
until a successor Depository shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depository" shall mean each Person
who is then a Depository hereunder, and if at any time there is more than one
such Person, such Persons.

         "Dollars" means the currency of the United States of America.

         "Euro" means the single currency to be introduced at the start of the
third stage of economic and monetary union pursuant to the treaty establishing
the European Economic Community, as amended by the Treaty on European Union
signed at Maastricht on February 7, 1992.

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

         "Foreign Currency" means any currency or currency unit issued by a
government other than the government of the United States of America.

         "Foreign Government Obligations" means with respect to Securities of
any Series that are denominated in a Foreign Currency, (i) direct obligations of
the government that issued or caused to be issued such currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by or acting as an agency or instrumentality
of such government the timely payment of which is unconditionally guaranteed


                                       2
<PAGE>
as a full faith and credit obligation by such government, which, in either case
under clauses (i) or (ii), are not callable or redeemable at the option of the
issuer thereof.

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

         "Global Security" or "Global Securities" means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2,
evidencing all or part of a Series of Securities issued to the Depository for
such Series or its nominee, and registered in the name of such Depository or
nominee, and bearing the legend set forth in Section 2.15(c) (or such legend as
may be specified as contemplated by Section 2.2 for such Securities).

         "Holder" or "Securityholder" means the Person in whose name a Security
is registered on the Registrar's books.

         "Indebtedness" means (without duplication), with respect to any Person,
any indebtedness at any time outstanding, secured or unsecured, contingent or
otherwise, which is for borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments or
representing the balance deferred and unpaid of the purchase price of any
property (excluding any balances that constitute accounts payable or trade
payables, and other accrued liabilities arising in the ordinary course of
business) if and to the extent any of the foregoing indebtedness would appear as
a liability upon a balance sheet of such Person prepared in accordance with
GAAP.

         "Indenture" means this Indenture as amended, restated or supplemented
from time to time.

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

         "Lien" means, with respect to any property or assets of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement, encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including,
without limitation, any capitalized lease obligation, conditional sales, or
other title retention agreement having substantially the same economic effect as
any of the foregoing).

         "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, notice of option to elect
payment or otherwise.

         "Officer" means the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Treasurer or the Secretary of the
Company or any other officer designated by the Board of Directors, as the case
may be.


                                       3
<PAGE>
         "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman, Chief Executive Officer, the President or
any Senior or Executive Vice President, and the Chief Financial Officer or any
Treasurer of such Person that shall comply with applicable provisions of this
Indenture.

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

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

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

         "Responsible Officer" when used with respect to the Trustee, means any
officer within the corporate trust department or division of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

         "SEC" means the United States Securities and Exchange Commission as
constituted from time to time or any successor performing substantially the same
functions.

         "Securities" means the securities that are issued under this Indenture,
as amended or supplemented from time to time pursuant to this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Series" or "Series of Securities" means each series of debentures,
notes or other debt instruments of the Company created pursuant to Sections 2.1
or 2.2 hereof.

         "Significant Subsidiary" means (i) any direct or indirect Subsidiary of
the Company that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such
regulation is in effect on the date hereof, or (ii) any group of direct or
indirect Subsidiaries of the Company that, taken together as a group, would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such regulation is in effect on
the date hereof.

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


                                       4
<PAGE>
         "Subsidiary" of any specified Person means any corporation, limited
liability company, partnership, joint venture, association or other business
entity, whether now existing or hereafter organized or acquired, (i) in the case
of a corporation, of which more than 50% of the total voting power of the
Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors thereof is held, directly or indirectly by
such Person or any of its Subsidiaries; or (ii) in the case of a partnership,
joint venture, association or other business entity, with respect to which such
Person or any of its Subsidiaries has the power to direct or cause the direction
of the management and policies of such entity by contract or otherwise or if in
accordance with GAAP such entity is consolidated with such Person for financial
statement purposes.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Section
77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in
Section 8.3 hereof).

         "Trustee" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor, 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.

         "U.S. Government Obligations" means direct non-callable obligations of,
or non-callable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.

         1.2      OTHER DEFINITIONS.

The definitions of the following terms may be found in the sections indicated as
follows:

<TABLE>
<CAPTION>
                                                                        DEFINED
TERM                                                                  IN SECTION
----                                                                  ----------
<S>                                                                   <C>
"Bankruptcy Law"                                                           6.1
"Business Day"                                                            10.7
"Covenant Defeasance"                                                      9.3
"Custodian"                                                                6.1
"Event of Default"                                                         6.1
"Journal"                                                                10.15
"Judgment Currency"                                                      10.16
"Legal Defeasance"                                                         9.2
"Legal Holiday"                                                           10.7
"Market Exchange Rate"                                                   10.15
"New York Banking Day"                                                   10.16
"New York Paying Agent"                                                    2.4
"Paying Agent"                                                             2.4
"Place of Payment"                                                        10.7
"Registrar"                                                                2.4
"Required Currency"                                                      10.16
"Service Agent"                                                            2.4
</TABLE>


                                       5
<PAGE>
         1.3      INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

         Whenever this Indenture refers to a provision of the TIA, the portion
of such provision required to be incorporated herein in order for this Indenture
to be qualified under the TIA is incorporated by reference in and made a part of
this Indenture. The following TIA terms used in this Indenture have the
following meanings:

         "Commission" means the SEC.

         "indenture securities" means the Securities.

         "indenture securityholder" means a Holder or Securityholder.

         "indenture to be qualified" means this Indenture.

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

         "obligor on the indenture securities" means the Company.

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

         1.4      RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it herein, whether
defined expressly or by reference;

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

                  (3) "or" is not exclusive;

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

                  (5) words used herein implying any gender shall apply

to each gender; and

                  (6) 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.


                                       6
<PAGE>
                                   ARTICLE 2

                                 THE SECURITIES

         2.1      ISSUABLE IN SERIES.

         The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more Series. All Securities of a Series shall be identical except as may
be set forth in a Board Resolution, a supplemental indenture or an Officers'
Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Securities of a
Series to be issued from time to time, the Board Resolution, Officers'
Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, Stated Maturity, record date or date
from which interest shall accrue) are to be determined. Securities may differ
between Series in respect of any matters, provided that all Series of Securities
shall be equally and ratably entitled to the benefits of the Indenture.

         2.2      ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.

         At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.2(1) and either as to such Securities within the Series or as to
the Series generally in the case of Subsections 2.2(2) through 2.2(24) by a
Board Resolution, a supplemental indenture or an Officers' Certificate, in each
case, pursuant to authority granted under a Board Resolution:

                  (1) the title of the Series (which shall distinguish the
Securities of that particular Series from the Securities of any other Series);

                  (2) 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 the
Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 8.5);

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

                  (4) the date or dates on which the principal of the Securities
of the Series is payable;

                  (5) the rate or rates (which may be fixed or variable) per
annum or, if applicable, the method used to determine such rate or rates
(including, but not limited to, any commodity, commodity index, stock exchange
index or financial index) at which the Securities of the Series shall bear
interest, if any, the date or dates from which such interest, if any, shall
accrue, the date or dates on which such interest, if any, shall commence and be
payable and any regular record date for the interest payable on any Interest
Payment Date;


                                       7
<PAGE>
                  (6) the place or places where the principal of and interest
and premium, if any, on the Securities of the Series shall be payable, or the
method of such payment, if by wire transfer, mail or other means;

                  (7) if applicable, the period or periods within which, the
price or prices at which and the terms and conditions upon which the 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 the Securities of the Series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within
which, the price or prices 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) the dates, if any, on which and the price or prices at
which the Securities of the Series will be repurchased by the Company at the
option of the Holders thereof and other detailed terms and provisions of such
repurchase obligations;

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

                  (11) the forms of the Securities of the Series in bearer (if
to be issued outside of the United States) or fully registered form (and, if in
fully registered form, whether the Securities will be issuable as Global
Securities);

                  (12) if other than the principal amount thereof, the portion
of the principal amount of the Securities of the Series that shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section
6.2;

                  (13) the currency of denomination of the Securities of the
Series, which may be Dollars or any Foreign Currency, including, but not limited
to, the Euro, and if such currency of denomination is a composite currency other
than the Euro, the agency or organization, if any, responsible for overseeing
such composite currency;

                  (14) the designation of the currency, currencies or currency
units in which payment of the principal of and interest and premium, if any, on
the Securities of the Series will be made;

                  (15) if payments of principal of or interest or premium, if
any, on the Securities of the Series are to be made in one or more currencies or
currency units other than that or those in which such Securities are
denominated, the manner in which the exchange rate with respect to such payments
will be determined;

                  (16) the manner in which the amounts of payment of principal
of or interest and premium, if any, on the Securities of the Series will be
determined, if such amounts may be determined by reference to an index based on
a currency or currencies or by reference to a commodity, commodity index, stock
exchange index or financial index;


                                       8
<PAGE>
                  (17) the provisions, if any, relating to any collateral
provided for the Securities of the Series;

                  (18) any addition to or change in the covenants set forth in
Articles 4 or 5 that applies to Securities of the Series;

                  (19) any addition to or change in the Events of Default which
applies to any Securities of the Series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 6.2;

                  (20) the terms and conditions, if any, for conversion of the
Securities into or exchange of the Securities for shares of common stock or
preferred stock of the Company that apply to Securities of the Series;

                  (21) any depositories, interest rate calculation agents,
exchange rate calculation agents or other agents with respect to Securities of
such Series if other than those appointed herein;

                  (22) the terms and conditions, if any, upon which the
Securities shall be subordinated in right of payment to other Indebtedness of
the Company;

                  (23) if applicable, that the Securities of the Series, in
whole or any specified part, shall be defeasible pursuant to Article 9; and

                  (24) any other terms of the Securities of the Series (which
terms shall not be inconsistent with the provisions of this Indenture, except as
permitted by Section 8.1, but which may modify or delete any provision of this
Indenture insofar as it applies to such Series).

         All Securities of any one Series need not be issued at the same time
and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental
indenture or Officers' Certificate referred to above, and the authorized
principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board
Resolution, supplemental indenture or Officers' Certificate.

         2.3      EXECUTION AND AUTHENTICATION.

         The Securities shall be executed on behalf of the Company by two
Officers of the Company or an Officer and an Assistant Secretary of the Company.
Each such signature may be either manual or facsimile. The Company's seal may be
impressed, affixed, imprinted or reproduced on the Securities and may be in
facsimile form.

         If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall
nevertheless be valid.

         A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture. The Trustee shall at any time, and from time to time,


                                       9
<PAGE>
authenticate Securities for original issue in the principal amount provided in
the Board Resolution, supplemental indenture hereto or Officers' Certificate,
upon receipt by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication.

         The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or
Officers' Certificate delivered pursuant to Section 2.2, except as provided in
Section 2.8.

         Prior to the issuance of Securities of any Series, the Trustee shall
have received and (subject to Section 7.2) shall be fully protected in relying
on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate establishing the form of the Securities of that Series or of
Securities within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officers' Certificate complying with
Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities of such Series: (a) if the Trustee, being advised in writing by
outside counsel, determines that such action may not lawfully be taken; or (b)
if the Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors and/or vice-presidents shall
reasonably determine that such action would expose the Trustee to personal
liability, or cause it to have a conflict of interest with respect to Holders of
any then outstanding Series of Securities.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Any appointment shall be evidenced by
instrument signed by an authorized officer of the Trustee, a copy of which shall
be furnished to the Company. Each reference in this Indenture to authentication
by the Trustee includes authentication by such agent. An authenticating agent
has the same rights as an Agent to deal with the Company or an Affiliate of the
Company.

         2.4      REGISTRAR AND PAYING AGENT.

         The Company shall maintain in each Place of Payment for any Series of
Securities (i) an office or agency where such Securities may be presented for
registration of transfer or for exchange ("Registrar"), (ii) an office or agency
where such Securities may be presented for payment ("Paying Agent") (PROVIDED
that the Company shall at all times maintain a Paying Agent in the Borough of
Manhattan, The City of New York, State of New York (the "New York Paying
Agent"), and PROVIDED, FURTHER, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the register for the Securities
maintained by the Registrar, and (iii) an office or agency where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served ("Service Agent"). The Registrar shall keep a register of the
Securities and of their transfer and exchange. The Company may have one or more
co-registrars


                                       10
<PAGE>
and one or more additional paying agents. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 10.2. If the Company acts as
Paying Agent, it shall segregate the money held by it for the payment of
principal of and premium, if any, and interest on the Securities and hold it as
a separate trust fund. The Company may change any Paying Agent, Registrar or
co-registrar without notice to any Securityholder.

         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 Securities of any series for such purposes. The Company
shall give prompt written notice to the Trustee of such designation or
rescission and of any change in the location of any such other office or agency.

         The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any such Agent. If
the Company fails to maintain a Registrar or Paying Agent, or agent for service
of notices and demands, or fails to give the foregoing notice, the Trustee shall
act as such. The Company hereby appoints the Trustee as the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued. The Company hereby initially
designates the Corporate Trust Office of the Trustee as such office of the
Company. The Company further designates _________________________________, as
the New York Paying Agent, with offices at_____________________________________.

         2.5      PAYING AGENT TO HOLD ASSETS IN TRUST.

         The Trustee as Paying Agent shall, and the Company shall require each
Paying Agent other than the Trustee to agree in writing that each Paying Agent
shall hold in trust for the benefit of the Holders of any Series of Securities
or the Trustee all assets held by the Paying Agent for the payment of principal
of, or interest or premium (if any) on, such Series of Securities (whether such
assets have been distributed to it by the Company or any other obligor on such
Series of Securities), and the Company and the Paying Agent shall notify the
Trustee in writing of any Default by the Company (or any other obligor on such
Series of Securities) in making any such payment. The Company at any time may
require a Paying Agent to distribute all assets held by it to the Trustee and
account for any assets disbursed and the Trustee may at any time during the
continuance of any payment default with respect to any Series of Securities,
upon written request to a Paying Agent, require such Paying Agent to distribute
all assets held by it to the Trustee and to account for any assets distributed.
Upon distribution to the Trustee of all assets that shall have been delivered by
the Company to the Paying Agent, the Paying Agent shall have no further
liability for such assets.


                                       11
<PAGE>
         2.6      SECURITYHOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders of each Series of Securities. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee as of each regular record
date for the payment of interest on the Securities of a Series and before each
related Interest Payment Date, and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Securityholders of each Series
of Securities.

         2.7      TRANSFER AND EXCHANGE.

         When Securities of a Series are presented to the Registrar with a
request to register the transfer thereof, the Registrar shall register the
transfer as requested if the requirements of applicable law are met, and when
such Securities of a Series are presented to the Registrar with a request to
exchange them for an equal principal amount of other authorized denominations of
Securities of the same Series, the Registrar shall make the exchange as
requested. To permit transfers and exchanges, upon surrender of any Security for
registration of transfer at the office or agency maintained pursuant to Section
2.4 hereof, the Company shall execute and the Trustee shall authenticate
Securities at the Registrar's request.

         If Securities are issued as Global Securities, the provisions of
Section 2.15 shall apply.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the 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 Registrar or a
co-Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar or a
co-Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.

         Any exchange or transfer shall be without charge, except that the
Company may require payment by the Holder of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation to a transfer or
exchange, but this provision shall not apply to any exchange pursuant to Section
2.11, 3.6 or 8.5 hereof. The Trustee shall not be required to register transfers
of Securities of any Series or to exchange Securities of any Series for a period
of 15 days before the record date for selection for redemption of such
Securities. The Trustee shall not be required to exchange or register transfers
of Securities of any Series called or being called for redemption in whole or in
part, except the unredeemed portion of such Security being redeemed in part.

         2.8      REPLACEMENT SECURITIES.

         If a mutilated Security is surrendered to the Trustee or if the Holder
of a Security presents evidence to the satisfaction of the Company and the
Trustee that the Security has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate a


                                       12
<PAGE>
replacement Security of the same Series and of like tenor and principal amount
and bearing a number not contemporaneously outstanding. An indemnity bond may be
required by the Company or the Trustee that is sufficient in the reasonable
judgment of the Company or the Trustee, as the case may be, to protect the
Company, the Trustee or any Agent from any loss which any of them may suffer if
a Security is replaced. The Company may charge such Holder for its out-of-pocket
expenses in replacing a Security, including the fees and expenses of the
Trustee. Every replacement Security shall constitute an original additional
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.

         2.9      OUTSTANDING SECURITIES.

         Securities outstanding at any time are all Securities authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, and those described in this Section 2.9 as not outstanding.

         If a Security is replaced pursuant to Section 2.8 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
until the Company and the Trustee receive proof satisfactory to each of them
that the replaced Security is held by a bona fide purchaser. A mutilated
Security ceases to be outstanding upon surrender of such Security and
replacement thereof pursuant to Section 2.8.

         If a Paying Agent holds on a Redemption Date or the Stated Maturity
money sufficient to pay the principal of, premium, if any, and accrued interest
on Securities payable on that date and is not prohibited from paying such money
to the Holders thereof pursuant to the terms of this Indenture (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), then on and after that date such Securities cease to be
outstanding and interest on them ceases to accrue.

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

         2.10     WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF
HOLDERS' ACTION.

         In determining whether the Holders of the required aggregate principal
amount of the Securities of any Series have concurred in any direction, waiver
or consent, the Securities of any Series owned by the Company or any other
obligor on such Securities or by any Affiliate of any of them shall be
disregarded, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities of such Series which the Trustee actually knows are so owned shall be
so disregarded. Securities of such Series so owned which have been pledged in
good faith shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to the
Securities of such Series and that the pledgee is not the Company or any other
obligor upon the Securities of such Series or any Affiliate of any of them.


                                       13
<PAGE>
         2.11     TEMPORARY SECURITIES.

         Until definitive Securities are ready for delivery, the Company may
prepare and execute and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form, and shall carry all
rights, of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and execute and the Trustee shall authenticate definitive
Securities in exchange for temporary Securities presented to it without charge
to the Holder.

         2.12     CANCELLATION.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
for cancellation. 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 may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for transfer, exchange or payment.
The Trustee or, at the direction of the Trustee, the Registrar or the Paying
Agent, and no one else, shall cancel and at the written request of the Company,
shall dispose of all Securities surrendered for transfer, exchange, payment or
cancellation. If the Company shall acquire any of the Securities, such
acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.12. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section 2.12, except as expressly permitted by
this Indenture.

         2.13     PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF
INTEREST.

         Except as otherwise provided as contemplated by Section 2.2 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 is registered at the close of
business on the regular record date for such interest, as provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate establishing
the terms of such Series.

         If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted amounts, plus any interest payable on defaulted amounts
pursuant to Section 4.1 hereof, to the Persons who are Securityholders on a
subsequent special record date, which date shall be the fifteenth day next
preceding the date fixed by the Company for the payment of defaulted interest or
the next succeeding Business Day if such date is not a Business Day. At least 15
days before the special record date, the Company shall mail or cause to be
mailed to each Securityholder, with a copy to the Trustee, a notice that states
the special record date, the


                                       14
<PAGE>
payment date, and the amount of defaulted interest, and interest payable on such
defaulted interest, if any, to be paid. Except as otherwise specified as
contemplated by Section 2.2 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.

         2.14     CUSIP NUMBER.

         The Company in issuing the Securities may use one or more "CUSIP"
numbers, and if so, the Trustee shall use the CUSIP number(s) in notices of
redemption or exchange as a convenience to Holders, PROVIDED that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number(s) printed in the notice or on the Securities, 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 any such numbers.

         2.15     PROVISIONS FOR GLOBAL SECURITIES.

                  (a) A Board Resolution, a supplemental indenture hereto or an
Officers' Certificate shall establish whether the Securities of a Series shall
be issued in whole or in part in the form of one or more Global Securities and
the Depository for such Global Securities or Securities.

                  (b) Notwithstanding any provisions to the contrary contained
in Section 2.7 of the Indenture and in addition thereto, if, and only if the
Depository (i) at any time is unwilling or unable to continue as Depository for
such Global Security or ceases to be a clearing agency registered under the
Exchange Act and (ii) a successor Depository is not appointed by the Company
within 90 days after the date the Company is so informed in writing or becomes
aware of the same, the Company promptly will execute and deliver to the Trustee
definitive Securities, and the Trustee, upon receipt of a Company Request for
the authentication and delivery of such definitive Securities (which the Company
will promptly execute and deliver to the Trustee) and an Officers' Certificate
to the effect that such Global Security shall be so exchangeable, will
authenticate and deliver definitive Securities, without charge, registered in
such names and in such authorized denominations as the Depository shall direct
in writing (pursuant to instructions from its direct and indirect participants
or otherwise) in an aggregate principal amount equal to the principal amount of
the Global Security with like tenor and terms. Upon the exchange of a Global
Security for definitive Securities, such Global Security shall be canceled by
the Trustee. Unless and until it is exchanged in whole or in part for definitive
Securities, as provided in this Section 2.15(b), a Global Security may not be
transferred except as a whole by the Depository with respect to such Global
Security to a nominee of such Depository, by a nominee of such Depository to
such Depository or another nominee of such Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such a successor
Depository.


                                       15
<PAGE>
                  (c) Any Global Security issued hereunder shall bear a legend
in substantially the following form:

                           "This Security is a Global Security within the
                           meaning of the Indenture hereinafter referred to and
                           is registered in the name of the Depository or a
                           nominee of the Depository. This Security is
                           exchangeable for Securities registered in the name of
                           a Person other than the Depository or its nominee
                           only in the limited circumstances described in the
                           Indenture, and may not be transferred except as a
                           whole by the Depository to a nominee of the
                           Depository, by a nominee of the Depository to the
                           Depository or another nominee of the Depository or by
                           the Depository or any such nominee to a successor
                           Depository or a nominee of such a successor
                           Depository."

                  (d) The Depository, as a Holder, may appoint agents and
otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under the Indenture.

                  (e) Notwithstanding the other provisions of this Indenture,
unless otherwise specified as contemplated by Section 2.2, payment of the
principal of and interest and premium, if any, on any Global Security shall be
made to the Depository or its nominee in its capacity as the Holder thereof.

                  (f) Except as provided in Section 2.15(e), the Company, the
Trustee and any Agent shall treat a Person as the Holder of such principal
amount of outstanding Securities of any Series represented by a Global Security
as shall be specified in a written statement of the Depository (which may be in
the form of a participants' list for such Series) with respect to such Global
Security, for purposes of obtaining any consents, declarations, waivers or
directions required to be given by the Holders pursuant to this Indenture,
PROVIDED that until the Trustee is so provided with a written statement, it may
treat the Depository or any other Person in whose name a Global Security is
registered as the owner of such Global Security for the purpose of receiving
payment of principal of and any premium and (subject to Section 2.13) any
interest on such Global Security and for all other purposes whatsoever, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

         2.16     PERSONS DEEMED OWNERS.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee, the Registrar and any agent of the Company, the
Registrar 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 any premium and (subject to Section 2.13) any interest on such
Security and for all other purposes whatsoever, and neither the Company, the
Trustee, the Registrar nor any agent of the Company, the Registrar or the
Trustee shall be affected by notice to the contrary.


                                       16
<PAGE>
                                   ARTICLE 3

                                   REDEMPTION

         3.1      NOTICES TO TRUSTEE.

         The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities or the
related Board Resolution, supplemental indenture or Officers' Certificate. If a
Series of Securities is redeemable and the Company elects to redeem such
Securities of a Series, it shall notify the Trustee of the Redemption Date and
the principal amount of Securities to be redeemed at least 45 days (unless a
shorter notice shall be satisfactory to the Trustee) before the Redemption Date.
Any such notice may be canceled at any time prior to notice of such redemption
being mailed to any Holder and shall thereby be void and of no effect.

         3.2      SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

         Unless otherwise indicated for a particular Series of Securities by a
Board Resolution, a supplemental indenture or an Officers' Certificate, if fewer
than all of the Securities of a Series are to be redeemed, the Trustee shall
select the Securities of a Series to be redeemed pro rata, by lot or by any
other method that the Trustee considers fair and appropriate (unless the Company
specifically directs the Trustee otherwise) and, if such Securities are listed
on any securities exchange, by a method that complies with the requirements of
such exchange.

         The Trustee shall make the selection from Securities of a Series
outstanding and not previously called for redemption and shall promptly notify
the Company in writing of the Securities selected for redemption and, in the
case of any Security selected for partial redemption, the principal amount
thereof to be redeemed at least 35 but not more than 60 days before the
Redemption Date. Securities of a Series in denominations of $1,000 may be
redeemed only in whole. The Trustee may select for redemption portions of the
principal of Securities of a Series that have denominations larger than $1,000.
Securities of a Series and portions of them it selects shall be in amounts of
$1,000 or, with respect to Securities of any Series issuable in other
denominations pursuant to Section 2.2(10), the minimum principal denomination
for each Series and integral multiples thereof. Provisions of this Indenture
that apply to Securities called for redemption also apply to portions of
Securities called for redemption.

         3.3      NOTICE OF REDEMPTION.

         Unless otherwise indicated for a particular Series by Board Resolution,
a supplemental indenture hereto or an Officers' Certificate, at least 30 days,
and no more than 60 days, before a Redemption Date, the Company shall mail, or
cause to be mailed, a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at his or her last address as the same appears on the
registry books maintained by the Registrar. The notice shall identify the
Securities to be redeemed (including the CUSIP number(s) thereof, if any) and
shall state:

                  (1) the Redemption Date;


                                       17
<PAGE>
                  (2) the redemption price, and that such redemption price shall
become due and payable on the Redemption Date;

                  (3) if any Security of a Series is being redeemed in part, the
portion of the principal amount of such Security of a Series to be redeemed and
that, after the Redemption Date and upon surrender of such Security of a Series,
a new Security or Securities in principal amount equal to the unredeemed portion
will be issued;

                  (4) the name and address of the Paying Agent;

                  (5) that Securities of a Series called for redemption must be
surrendered to the Paying Agent to collect the redemption price, and the place
or places where each such Security is to be surrendered for such payment;

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

                  (7) if fewer than all the Securities of a Series are to be
redeemed, the identification of the particular Securities of a Series (or
portion thereof) to be redeemed, as well as the aggregate principal amount of
Securities of a Series to be redeemed and the aggregate principal amount of
Securities of a Series to be outstanding after such partial redemption.

                  (8) the CUSIP number, if any, printed on the Securities being
redeemed; and

                  (9) that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed on the
Securities.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's sole expense.

         3.4      EFFECT OF NOTICE OF REDEMPTION.

         Once the notice of redemption described in Section 3.3 is mailed,
Securities of a Series called for redemption become due and payable on the
Redemption Date and at the redemption price, plus interest, if any, accrued to
the Redemption Date. Upon surrender to the Trustee or Paying Agent, such
Securities of a Series shall be paid at the redemption price, plus accrued
interest, if any, to the Redemption Date, PROVIDED that if the Redemption Date
is after a regular interest payment record date and on or prior to the next
Interest Payment Date, the accrued interest shall be payable to the Holder of
the redeemed Securities registered on the relevant record date, as specified by
the Company in the notice to the Trustee pursuant to Section 3.1 hereof.


                                       18
<PAGE>
         3.5      DEPOSIT OF REDEMPTION PRICE.

         On or prior to the Redemption Date (but no later than 11:00 A.M.
Eastern Time on such date), the Company shall deposit with the Paying Agent
money sufficient to pay the redemption price of and accrued interest, if any, on
all Securities to be redeemed on that date other than Securities or portions
thereof called for redemption on that date which have been delivered by the
Company to the Trustee for cancellation.

         On and after any Redemption Date, if money sufficient to pay the
redemption price of and accrued interest on Securities called for redemption
shall have been made available in accordance with the preceding paragraph and
the Company and the Paying Agent are not prohibited from paying such moneys to
Holders, the Securities called for redemption will cease to accrue interest and
the only right of the Holders of such Securities will be to receive payment of
the redemption price of and, subject to the proviso in Section 3.4, accrued and
unpaid interest on such Securities to the Redemption Date. If any Security
called for redemption shall not be so paid, interest will be paid, from the
Redemption Date until such redemption payment is made, on the unpaid principal
of the Security and any interest or premium (if any) not paid on such unpaid
principal, in each case, at the rate and in the manner provided in the
Securities.

         3.6      SECURITIES REDEEMED IN PART.

         Upon surrender of a Security of a Series that is redeemed in part, the
Company shall execute and the Trustee shall authenticate for a Holder a new
Security of the same Series equal in principal amount to the unredeemed portion
of the Security surrendered.

                                   ARTICLE 4

                                   COVENANTS

         4.1      PAYMENT OF SECURITIES.

         The Company shall pay the principal of and interest and premium, if
any, on each Series of Securities on the dates and in the manner provided in
such Securities and this Indenture.

         An installment of principal or interest shall be considered paid on the
date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay such installment and is not prohibited from
paying such money to the Holders pursuant to the terms of this Indenture or
otherwise.

         The Company shall pay interest on overdue principal, and overdue
interest, to the extent lawful, at the rate specified in the Series of
Securities.

         4.2      SEC REPORTS.

         The Company will deliver to the Trustee within 15 days after the filing
of the same with the SEC, copies of the quarterly and annual report and of the
information documents and other reports, if any, which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.
Notwithstanding that the Company may not be subject to the


                                       19
<PAGE>
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
will file with the SEC, to the extent permitted, and provide the Trustee, with
such quarterly and annual reports and such information, documents and other
reports specified in Section 13 and 15(d) of the Exchange Act. The Company will
also comply with the other provisions of TIA Section 314(a).

         4.3      WAIVER OF STAY, EXTENSION OR USURY LAWS.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead (as a defense or otherwise) or
in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension, usury or other law which would prohibit or forgive the Company from
paying all or any portion of the principal of, premium, if any, and/or interest
on the Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that they may lawfully do so) the Company hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

         4.4      COMPLIANCE CERTIFICATE.

                  (a) The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company (ending December 31), an
Officers' Certificate which complies with TIA Section 314(a)(4) stating that a
review of the activities of the Company and its Subsidiaries during such fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and that there is no default in the performance or observance of
any of the terms, provisions and conditions hereof (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest or premium, if any, on the
Securities is prohibited or if such event has occurred, a description of the
event and what action the Company is taking or proposes to take with respect
thereto.

                  (b) (i) If any Default or Event of Default has occurred and is
continuing or (ii) if any Holder seeks to exercise any remedy hereunder with
respect to a claimed Default under this Indenture or the Securities, within
five Business Days after its becoming aware of such occurrence the Company
shall deliver to the Trustee an Officers' Certificate specifying such event,
notice or other action and what action the Company is taking or proposes to take
with respect thereto.

         4.5      CORPORATE EXISTENCE.

         Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence, in accordance with the organizational documents (as the same may be
amended from time to time) of the Company and


                                       20
<PAGE>
the rights (charter and statutory), licenses and franchises of the Company;
PROVIDED, HOWEVER, that the Company shall not be required to preserve any such
right, license or franchise, or its corporate existence, if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and that the loss thereof is not
adverse in any material respect to the Holders.

                                   ARTICLE 5

                              SUCCESSOR CORPORATION

         5.1      LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS.

                  (a) The Company will not, in any transaction or series of
transactions, merge or consolidate with or into, or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets (as an entirety or substantially as an entirety in one
transaction or a series of related transactions), to any Person or Persons,
unless at the time of and after giving effect thereto (i) either (A) if the
transaction or series of transactions is a merger or consolidation, the Company
shall be the surviving Person of such merger or consolidation, or (B) the Person
formed by such consolidation or into which the Company is merged or to which the
properties and assets of the Company are transferred (any such surviving Person
or transferee Person being the "Surviving Entity") shall be a corporation
organized and existing under the laws of the United States of America, any state
thereof or the District of Columbia or a corporation or comparable legal entity
organized under the laws of a foreign jurisdiction and shall expressly assume by
a supplemental indenture executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all of the obligations of the Company
(including, without limitation, the obligation to pay the principal of, and
premium and interest, if any, on the Securities and the performance of the other
covenants) under the Securities of each Series and this Indenture, and in each
case, this Indenture shall remain in full force and effect; and (ii) immediately
before and immediately after giving effect to such transaction or series of
transactions on a pro forma basis (including, without limitation, any
Indebtedness incurred or anticipated to be incurred in connection with or in
respect of such transaction or series of transactions), no Default or Event of
Default shall have occurred and be continuing.

                  (b) In connection with any consolidation, merger or transfer
of assets contemplated by this Section 5.1, the Company shall deliver, or cause
to be delivered, to the Trustee, in form and substance reasonably satisfactory
to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and the supplemental indenture in
respect thereto comply with this Section 5.1 and that all conditions precedent
herein provided for relating to such transaction or transactions have been
complied with.

         5.2      SUCCESSOR PERSON SUBSTITUTED.

         Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company in accordance with Section 5.1
above, the successor corporation formed by such consolidation or into which the
Company is merged or to which such transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company


                                       21
<PAGE>
under this Indenture with the same effect as if such successor corporation had
been named as the Company herein, and thereafter (except with respect to any
such transfer which is a lease) the predecessor corporation shall be relieved of
all obligations and covenants under this Indenture and the Securities.

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

         6.1      EVENTS OF DEFAULT.

         "Events of Default," wherever used herein with respect to Securities of
any Series, means any one of the following events, unless in the establishing
Board Resolution, supplemental indenture or Officers' Certificate, it is
provided that such Series shall not have the benefit of said Event of Default:

                  (1) there is a default in the payment of any principal of, or
premium, if any, on the Securities when the same becomes due and payable at
Maturity, upon acceleration, redemption or otherwise;

                  (2) there is a default in the payment of any interest on any
Security of a Series when the same becomes due and payable and the Default
continues for a period of 30 days;

                  (3) the Company defaults in the observance or performance of
any other covenant in the Securities of a Series or this Indenture for 60 days
after written notice from the Trustee or the Holders of not less than 25% in the
aggregate principal amount of the Securities of such Series then outstanding
which notice must specify the Default, demand that it be remedied and state the
notice is a "Notice of Default";

                  (4) the Company or any Significant Subsidiary pursuant to or
within the meaning of any Bankruptcy Law:

                           (A) commences a voluntary case,

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

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


                                       22
<PAGE>
                           (D) makes a general assignment for the benefit of its
creditors, or

                           (E) generally is not paying its debts as they become
due;

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

                           (A) is for relief against the Company or any
Significant Subsidiary in an involuntary case;

                           (B) appoints a Custodian of the Company or any
Significant Subsidiary or for all or substantially all of the property of the
Company or any Significant Subsidiary; or

                           (C) orders the liquidation of the Company or any
Significant Subsidiary, and the order or decree remains unstayed and in effect
for 90 consecutive days; or

                  (6) any other Event of Default provided with respect to
Securities of that Series, which is specified in a Board Resolution, a
supplemental indenture hereto or an Officers' Certificate, in accordance with
Section 2.2(19).

         The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

         The Trustee may withhold notice of any Default (except in payment of
principal or premium, if any, or interest on the Securities) to the Holders of
the Securities of any Series in accordance with Section 7.5. When a Default is
cured, it ceases to exist.

         6.2      ACCELERATION.

         If an Event of Default with respect to Securities of any Series at the
time outstanding (other than an Event of Default arising under Section 6.1(4) or
(5)) occurs and is continuing, the Trustee by written notice to the Company, or
the Holders of not less than 25% in aggregate principal amount of the Securities
of that Series then outstanding may by written notice to the Company and the
Trustee declare that the entire principal amount of all the Securities of that
Series then outstanding plus accrued and unpaid interest to the date of
acceleration are immediately due and payable, in which case such amounts shall
become immediately due and payable; PROVIDED, HOWEVER, that after such
acceleration but before a judgment or decree based on such acceleration is
obtained by the Trustee, the Holders of a majority in aggregate principal amount
of the outstanding Securities of that Series may rescind and annul such
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of accelerated principal, premium, if any, or interest that
has become due solely because of the acceleration, have been cured or waived,
(ii) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid and (iii) the rescission
would not conflict with any judgment or decree. No such rescission shall affect
any subsequent Default


                                       23
<PAGE>
or impair any right consequent thereto. In case an Event of Default specified in
Section 6.1(4) or (5) with respect to the Company occurs, such principal,
premium, if any, and interest amount with respect to all of the Securities of
that Series shall be due and payable immediately without any declaration or
other act on the part of the Trustee or the Holders of the Securities of that
Series.

         6.3      REMEDIES.

         If an Event of Default with respect to Securities of any Series at the
time outstanding occurs and is continuing, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of principal of,
or premium, if any, and interest on the Securities of that Series or to enforce
the performance of any provision of the Securities of that Series or this
Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities of that Series or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative to the extent permitted by law.

         6.4      WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT.

         Subject to Sections 6.2, 6.7 and 8.2 hereof, the Holders of a majority
in principal amount of the Securities of any Series then outstanding have the
right to waive any existing Default or Event of Default with respect to such
Series or compliance with any provision of this Indenture (with respect to such
Series) or the Securities of such Series. Upon any such waiver, such Default
with respect to such Series shall cease to exist, and any Event of Default with
respect to such Series 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 Event of Default or impair any right consequent
thereto. This Section 6.4 shall be in lieu of TIA Section 316(a)(1)(B), and TIA
Section 316(a)(1)(B) is hereby expressly excluded from this Indenture and
Section as permitted by the TIA.

         6.5      CONTROL BY MAJORITY.

         Subject to Sections 6.2, 6.7 and 8.2 hereof, the Holders of a majority
in principal amount of the Securities of any Series then outstanding may 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 by this
Indenture with respect to such Series. The Trustee, however, may refuse to
follow any direction that conflicts with law or this Indenture or that the
Trustee determines may be unduly prejudicial to the rights of another
Securityholder or that may involve the Trustee in personal liability; PROVIDED
that the Trustee may take any other action deemed proper by the Trustee which is
not inconsistent with such direction. This Section 6.5 shall be in lieu of TIA
Section 316(a)(1)(A), and TIA Section 316(a)(1)(A) is hereby expressly excluded
from this Indenture and Section as permitted by the TIA.


                                       24
<PAGE>
         6.6      LIMITATION ON SUITS.

         Subject to Section 6.7 below, a Securityholder may not institute any
proceeding or pursue any remedy with respect to this Indenture or the Securities
of a Series unless:

                  (1) the Holder gives to the Trustee written notice of a
continuing Event of Default with respect to the Securities of that Series;

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

                  (3) such Holder or Holders offer to the Trustee indemnity
reasonably satisfactory to the Trustee against any loss, liability or expense to
be incurred in compliance with such request;

                  (4) the Trustee does not comply with the request within 60
days after receipt of the request and the offer of indemnity; 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 aggregate principal amount of the Securities of such Series then outstanding.

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

         6.7      RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

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

         6.8      COLLECTION SUIT BY TRUSTEE.

         If an Event of Default in payment of principal, premium or interest
specified in Section 6.1(1) or (2) hereof with respect to Securities of any
Series at the time outstanding occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
(or any other obligor on the Securities of that Series) for the whole amount of
unpaid principal and premium, if any, and accrued interest remaining unpaid,
together with interest on overdue principal and premium, if any, and, to the
extent that payment of such interest is lawful, interest on overdue installments
of interest, in each case at the rate then borne by the Securities of that
Series, and such further amounts 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, as set forth
in Section 7.7.


                                       25
<PAGE>
         6.9      TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee may file such proofs of claim and other papers or
documents, and take other actions (including sitting on a committee of
creditors) as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Securityholders allowed in any judicial proceedings relative to the Company (or
any other obligor upon the Securities), any of their respective creditors or any
of their respective property and shall be entitled and empowered to collect and
receive any monies or other property payable or deliverable on any such claims
and to distribute the same after deduction of its charges and expenses to the
extent that any such charges and expenses are not paid out of the estate in any
such proceedings and any custodian in any such judicial proceeding is hereby
authorized by each Securityholder 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 Securityholders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.7
hereof.

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

         6.10     PRIORITIES.

         If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

                  FIRST: to the Trustee for amounts due under Section 7.7
                  hereof;

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

                  THIRD: to the Company.

         The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10. At least 15 days before such
record date, the Trustee shall mail to each Securityholder a notice that states
the record date, the payment date and amount to be paid.

         6.11     UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees,


                                       26
<PAGE>
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.7 hereof or a suit by Holders of more than 10% in principal amount of the
Securities of a Series then outstanding.

                                    ARTICLE 7

                                     TRUSTEE

         7.1      DUTIES OF TRUSTEE.

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

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

                           (1) The Trustee need perform only those duties that
are specifically set forth in this Indenture and no covenants or obligations
shall be implied in this Indenture against the Trustee.

                           (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
hereof are specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture.

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

                           (1) This paragraph does not limit the effect of
paragraph (b) of this Section 7.1.

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

                           (3) The Trustee shall not be liable with respect to
any action it takes or omits to take in good faith in 'accordance with a
direction received by it pursuant to Sections 6.2 and 6.5 hereof.

                  (d) 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 rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
satisfactory to it against such risk or liability is not reasonably assured to
it.


                                       27
<PAGE>
                  (e) Whether or not therein expressly so provided, paragraphs
(a), (b), (c) and (d) of this Section 7.1 shall govern every provision of this
Indenture that in any way relates to the Trustee.

                  (f) The Trustee and Paying Agent shall not be liable for
interest on any money received by it except as the Trustee and Paying Agent may
agree in writing with the Company. Money held in trust by the Trustee need not
be segregated from other funds except to the extent required by law.

                  (g) The Paying Agent, the Registrar and any authenticating
agent shall be entitled to the protections, immunities and standard of care set
forth in paragraphs (a), (b), (c), (d) and (f) of this Section 7.1 and in
Section 7.2 with respect to the Trustee.

         7.2      RIGHTS OF TRUSTEE.

                  (a) Subject to Section 7.1 hereof:

                           (1) The Trustee may rely on and shall be protected in
acting or refraining from acting upon any document reasonably believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

                           (2) Before the Trustee acts or refrains from acting,
it may require an Officers' Certificate or an Opinion of Counsel, or both, which
shall conform to the provisions of Section 10.5 hereof. The Trustee shall be
protected and shall not be liable for any action it takes or omits to take in
good faith in reliance on such certificate or opinion.

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

                           (4) The Trustee shall not be liable for any action it
takes or omits to take in good faith which it reasonably believes to be
authorized or within its rights or powers.

                           (5) The Trustee may consult with counsel reasonably
acceptable to the Trustee, which may be counsel to the Company, and the advice
or opinion of such counsel as to matters of law shall be full and complete
authorization and protection from liability in respect of any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

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

                           (7) The Trustee shall not be deemed to have knowledge
of any fact or matter (including, without limitation, a Default or Event of
Default) unless such fact or matter is known to a Responsible Officer of the
Trustee.


                                       28
<PAGE>
                           (8) Unless otherwise expressly provided herein or in
the Securities of a Series or the related Board Resolution, supplemental
indenture or Officers' Certificate, the Trustee shall not have any
responsibility with respect to reports, notices, certificates or other documents
filed with it hereunder, except to make them available for inspection, at
reasonable times, by Securityholders, it being understood that delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(except as set forth in Section 4.4).

         7.3      INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may make loans to, accept deposits from,
perform services for or otherwise deal with the Company, or any Affiliate
thereof, with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. The Trustee, however, shall be subject to
Sections 7.10 and 7.11 hereof.

         7.4      TRUSTEE'S DISCLAIMER.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities (except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture and authenticate the
Securities and perform its obligations hereunder), it shall not be accountable
for the Company's use of the proceeds from the sale of Securities or any money
paid to the Company pursuant to the terms of this Indenture and it shall not be
responsible for any statement in the Securities other than its certificates of
authentication.

         7.5      NOTICE OF DEFAULT.

         If a Default or an Event of Default occurs and is continuing with
respect to the Securities of any Series and if it is known to the Trustee, the
Trustee shall mail to each Securityholder of the Securities of that Series
notice of the Default or the Event of Default, as the case may be, within 90
days after it occurs or, if later, after a Responsible Officer of the Trustee
has knowledge of such Default or Event of Default (except if such Default or
Event of Default has been validly cured or waived before the giving of such
notice). Except in the case of a Default or an Event of Default in payment of
the principal of, or premium, if any, or interest on any Security of any Series,
the Trustee may withhold the notice if and so long as the Board of Directors of
the Trustee, the executive committee or any trust committee of such board and/or
its Responsible Officers in good faith determine(s) that withholding the notice
is in the interests of the Securityholders of that Series.

         7.6      REPORTS BY TRUSTEE TO HOLDERS.

         If and to the extent required by the TIA, within 60 days after April 1
of each year, commencing the April 1 following the date of this Indenture, the
Trustee shall mail to each Securityholder a brief report dated as of such April
1 that complies with TIA Section 313(a). The Trustee also shall comply with TIA
Sections 313(b) and 313(c).


                                       29
<PAGE>
         A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and any stock exchange on which the Securities of
that Series are listed. The Company shall promptly notify the Trustee when the
Securities of any Series are listed on any stock exchange or any delisting
thereof, and the Trustee shall comply with TIA Section 313(d).

         7.7      COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any provision of law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee within 45 days after receipt of request for
all reasonable out-of-pocket disbursements and expenses incurred or made by it
in connection with its duties under this Indenture, including the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

         The Company shall indemnify the Trustee for, and hold it harmless
against, any and all loss or liability incurred by it in connection with the
acceptance or performance of its duties under this Indenture including the
reasonable costs and expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The Trustee shall notify the Company promptly of any claim asserted
against the Trustee for which it may seek indemnity.

         The failure by the Trustee to so notify the Company shall not however
relieve the Company of its obligations. Notwithstanding the foregoing, the
Company need not reimburse the Trustee for any expense or indemnify it against
any loss or liability incurred by the Trustee through its negligence or bad
faith. To secure the payment obligations of the Company in this Section 7.7, the
Trustee shall have a lien prior to the Securities of any Series on all money or
property held or collected by the Trustee except such money or property held in
trust to pay principal of and interest and premium (if any) on particular
Securities of that Series.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(4) or (5) hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         For purposes of this Section 7.7, the term "Trustee" shall include any
trustee appointed pursuant to Article 9.

         7.8      REPLACEMENT OF TRUSTEE.

         The Trustee may resign with respect to the Securities of one or more
Series by so notifying the Company in writing at least 90 days in advance of
such resignation.

         The Holders of a majority in principal amount of the outstanding
Securities of any Series may remove the Trustee with respect to that Series by
notifying the removed Trustee in writing and may appoint a successor Trustee
with respect to that Series with the consent of the Company, which consent shall
not be unreasonably withheld. The Company may remove the Trustee with respect to
that Series at its election if:


                                       30
<PAGE>
                           (1) the Trustee fails to comply with, or ceases to be
eligible under, Section 7.10 hereof;

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

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

                           (4) the Trustee otherwise becomes incapable of
acting.

        If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee with respect to any Series of Securities for any reason, the
Company shall promptly appoint, by Board Resolution, a successor Trustee.

         If a successor Trustee with respect to the Securities of one or more
Series does not take office within 60 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company or the Holders of at least 10% in
principal amount of the outstanding Securities of the applicable Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

         If the Trustee with respect to the Securities of one or more Series
fails to comply with Section 7.10 hereof, any Securityholder of the applicable
Series may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately following
such delivery, (i) the retiring Trustee with respect to one or more Series
shall, subject to its rights under Section 7.7 hereof, transfer all property
held by it as Trustee with respect to such Series to the successor Trustee, (ii)
the resignation or removal of the retiring Trustee shall become effective, and
(iii) the successor Trustee with respect to such Series shall have all the
rights, powers and duties of the Trustee under this Indenture. A successor
Trustee with respect to the Securities of one or more Series shall mail notice
of its succession to each Securityholder of such Series.

         7.9      SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.

         If the Trustee, or any Agent, consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust assets to,
another corporation, subject to Section 7.10 hereof, the successor corporation
without any further act shall be the successor Trustee or Agent, as the case may
be.

         7.10     ELIGIBILITY; DISQUALIFICATION.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5) in every respect. The
Trustee (or in the case of a Trustee that is a Person included in a bank holding
company system, the related bank holding company) shall have a combined capital
and surplus of at least $100,000,000 as set forth in its most recent


                                       31
<PAGE>
published annual report of condition. The Trustee shall comply with TIA Section
310(b), including the provision in Section 310(b)(1). In addition, if the
Trustee is a Person included in a bank holding company system, the Trustee,
independently of such bank holding company, shall meet the capital requirements
of TIA Section 310(a)(2). If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section 7.10, it shall resign
immediately in the manner and with the effect specified in this Article 7.

         7.11     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

         7.12     PAYING AGENTS.

         The Company shall cause each Paying Agent other than the Trustee to
execute and deliver to it and the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 7.12:

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

                           (2) that it will at any time during the continuance
of any Event of Default, upon written request from the Trustee, deliver to the
Trustee all sums so held in trust by it together with a full accounting thereof;
and

                           (3) that it will give the Trustee written notice
within three (3) Business Days after any failure of the Company (or by any
obligor on the Securities) in the payment of any installment of the principal
of, premium, if any, or interest on, the Securities when the same shall be due
and payable.

                                   ARTICLE 8

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         8.1      WITHOUT CONSENT OF HOLDERS.

         The Company, when authorized by a Board Resolution, and the Trustee may
amend or supplement this Indenture or the Securities of one or more Series
without notice to or consent of any Securityholder:

                           (1) to comply with Section 5.1 hereof;

                           (2) to provide for certificated Securities in
addition to uncertificated Securities;



                                       32
<PAGE>
                           (3) to comply with any requirements of the SEC under
the TIA;

                           (4) to cure any ambiguity, defect or inconsistency,
or to make any other change herein or in the Securities that does not materially
and adversely affect the rights of any Securityholder;

                           (5) to provide for the issuance of and establish the
form and terms and conditions of Securities of any Series as permitted by this
Indenture; or

                           (6) 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.

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

         8.2      WITH CONSENT OF HOLDERS.

                  (a) The Company, when authorized by a Board Resolution, and
the Trustee may amend or supplement this Indenture or the Securities of one or
more Series with the written consent of the Holders of not less than a majority
in aggregate principal amount of the outstanding Securities of such Series
affected by such amendment or supplement without notice to any Securityholder.
The Holders of not less than a majority in aggregate principal amount of the
outstanding Securities of each such Series affected by such amendment or
supplement may waive compliance in a particular instance by the Company with any
provision of this Indenture or the Securities of such Series without notice to
any Securityholder. Subject to Section 8.4, without the consent of each
Securityholder affected, however, an amendment, supplement or waiver may not:

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

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

                           (3) reduce the principal or change the Stated
Maturity of any Security or reduce the amount of, or postpone the date fixed
for, the payment of any sinking fund or analogous obligation;

                           (4) make any Security payable in money other than
that stated in the Security;


                                       33
<PAGE>
                           (5) change the amount or time of any payment required
by the Securities or reduce the premium payable upon any redemption of the
Securities, or change the time before which no such redemption may be made;

                           (6) waive a Default or Event of Default in the
payment of the principal of or interest or premium, if any, on any Security
(except a rescission of acceleration of the Securities of any Series by the
Holders of at least a majority in principal amount of the outstanding Securities
of such Series and a waiver of the payment default that resulted from such
acceleration);

                           (7) waive a redemption payment with respect to any
Security or change any of the provisions with respect to the redemption of any
Securities;

                           (8) make any changes in Section 6.6 hereof or this
Section 8.2; except to increase any percentage of Securities the Holders of
which must consent to any matter; or

                           (9) take any other action otherwise prohibited by
this Indenture to be taken without the consent of each Holder affected thereby.

                  (b) Upon the request of the Company, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the receipt by the Trustee of evidence reasonably satisfactory to the
Trustee of the consent of the Securityholders as aforesaid and upon receipt by
the Trustee of the documents described in Section 8.6 hereof, the Trustee shall
join with the Company in the execution of such supplemental indenture unless
such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

After an amendment or supplement under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing the amendment
or supplement. Any failure of the Company to mail any such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
supplemental indenture.

         8.3      COMPLIANCE WITH TRUST INDENTURE ACT.

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

         8.4      REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Security is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same
Security or portion thereof, and of any Security issued upon


                                       34
<PAGE>
the transfer thereof or in exchange therefor or in place thereof, even if
notation of the consent is not made on any such Security. Any such Holder or
subsequent Holder, however, may revoke the consent as to his Security or portion
of a Security, if the Trustee receives the notice of revocation before the date
the amendment, supplement, waiver or other action becomes effective.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver which record date shall be at least 30 days prior to the
first solicitation of such consent. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement, or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date.

         After an amendment, supplement, waiver or other action becomes
effective, it shall bind every Securityholder, unless it makes a change
described in any of clauses (1) through (9) of Section 8.2 hereof. In that case
the amendment, supplement, waiver or other action shall bind each Holder of a
Security who has consented to it and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's
Security; PROVIDED that any such waiver shall not impair or affect the right of
any Holder to receive payment of principal of and interest and premium (if any)
on a Security, on or after the respective due dates expressed in such Security,
or to bring suit for the enforcement of any such payment on or after such
respective dates without the consent of such Holder.

         8.5      NOTATION ON OR EXCHANGE OF SECURITIES.

         If an amendment, supplement, or waiver changes the terms of a Security
of any Series, the Trustee may request the Holder of such Security to deliver it
to the Trustee. In such case, the Trustee shall place an appropriate notation on
such Security about the changed terms and return it to the Holder.
Alternatively, the Company in exchange for such Security may issue and the
Trustee shall authenticate a new security that reflects the changed terms.
Failure to make the appropriate notation or issue a new Security shall not
affect the validity and effect of such amendment, supplement or waiver.

         8.6      TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article 8 if the amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. In signing or refusing to
sign such amendment, supplement or waiver the Trustee shall be entitled to
receive and, subject to Section 7.1 hereof, shall be fully protected in relying
upon an Officers' Certificate and an Opinion of Counsel stating that such
amendment, supplement or waiver is authorized or permitted by this Indenture.
The Company may not sign an amendment or supplement until the Board of Directors
of the Company approves it.


                                       35
<PAGE>
                                   ARTICLE 9

                       DISCHARGE OF INDENTURE; DEFEASANCE

         9.1      DISCHARGE OF INDENTURE.

         The Company may terminate its obligations under the Securities of any
Series and this Indenture with respect to such Series, except the obligations
referred to in the last paragraph of this Section 9.1, if there shall have been
canceled by the Trustee or delivered to the Trustee for cancellation all
Securities of such Series theretofore authenticated and delivered (other than
any Securities of such Series that are asserted to have been destroyed, lost or
stolen and that shall have been replaced as provided in Section 2.8 hereof) and
the Company has paid all sums payable by it hereunder or deposited all required
sums with the Trustee.

         After such delivery the Trustee upon request shall acknowledge in a
writing prepared by or on behalf of the Company the discharge of the Company's
obligations under the Securities of such Series and this Indenture except for
those surviving obligations specified below.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company in Sections 7.7, 9.5 and 9.6 hereof shall survive.

         9.2      LEGAL DEFEASANCE.

         The Company may at its option, by Board Resolution, be discharged from
its obligations with respect to the Securities of any Series on the date upon
which the conditions set forth in Section 9.4 below are satisfied (hereinafter,
"Legal Defeasance"). For this purpose, such Legal Defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the 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, shall, subject to
Section 9.6 hereof, execute proper instruments acknowledging the same, as are
delivered to it by the Company), 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 funds
described in Section 9.4 hereof and as more fully set forth in such section,
payments in respect of the principal of, premium, if any, and interest on the
Securities of such Series when such payments are due, (B) the Company's
obligations with respect to the Securities of such Series under Sections 2.4,
2.5, 2.6, 2.7, 2.8 and 2.9 hereof, (C) the rights, powers, trusts, duties, and
immunities of the Trustee hereunder (including claims of, or payments to, the
Trustee under or pursuant to Section 7.7 hereof) and (D) this Article 9. Subject
to compliance with this Article 9, the Company may exercise its option under
this Section 9.2 with respect to the Securities of any Series notwithstanding
the prior exercise of its option under Section 9.3 below with respect to the
Securities of such Series.

         9.3      COVENANT DEFEASANCE.

         At the option of the Company, pursuant to a Board Resolution, the
Company shall be released from its obligations with respect to the outstanding
Securities of any Series under Sections 4.2 through 4.5 hereof, inclusive, and
Section 5.1 hereof, with respect to the outstanding


                                       36
<PAGE>
Securities of such Series, on and after the date the conditions set forth in
Section 9.4 hereof are satisfied (hereinafter, "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such specified section or portion thereof, whether directly or
indirectly by reason of any reference elsewhere herein to any such specified
Section or portion thereof or by reason of any reference in any such specified
section or portion thereof to any other provision herein or in any other
document, but the remainder of this Indenture and the Securities of any Series
shall be unaffected thereby.

         9.4      CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

         The following shall be the conditions to application of Section 9.2 or
Section 9.3 hereof to the outstanding Securities of a Series:

                           (1) the Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 7.10 hereof who shall agree to comply with the
provisions of this Article 9 applicable to it) as 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 the Securities, (A) money in
an amount, or (B) U.S. Government Obligations or Foreign Government Obligations
which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than the due date of any
payment, money in an amount, or (C) a combination thereof, sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, the principal of, premium, if any, and accrued
interest on the outstanding Securities of such Series at the Stated Maturity of
such principal, premium, if any, or interest, or on dates for payment and
redemption of such principal, premium, if any, and interest selected in
accordance with the terms of this Indenture and of the Securities of such
Series;

                           (2) no Event of Default or Default with respect to
the Securities of such Series shall have occurred and be continuing on the date
of such deposit, or shall have occurred and be continuing 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
under any Bankruptcy Law applicable to the Company in respect of such deposit as
specified in the Opinion of Counsel identified in paragraph (8) below (it being
understood that this condition shall not be deemed satisfied until the
expiration of such period);

                           (3) such Legal Defeasance or Covenant Defeasance
shall not cause the Trustee to have a conflicting interest for purposes of the
TIA with respect to any securities of the Company;

                           (4) such Legal Defeasance or Covenant Defeasance
shall not result in a breach or violation of, or constitute default under any
other agreement or instrument to which the Company is a party or by which it is
bound;


                                       37
<PAGE>
                           (5) the Company shall have delivered to the Trustee
an Opinion of Counsel stating that, as a result of such Legal Defeasance or
Covenant Defeasance, neither the trust nor the Trustee will be required to
register as an investment company under the Investment Company Act of 1940, as
amended;

                           (6) in the case of an election under Section 9.2
above, the Company shall have delivered to the Trustee an Opinion of Counsel
stating that (i) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling to the effect that or (ii) there has been
a change in any applicable Federal income tax law with the effect that, and such
opinion shall confirm that, the Holders of the outstanding Securities of such
Series or Persons in their positions will not recognize income, gain or loss for
Federal income tax purposes solely as a result of such Legal Defeasance and will
be subject to Federal income tax on the same amounts, in the same manner,
including as a result of prepayment, and at the same times as would have been
the case if such Legal Defeasance had not occurred;

                           (7) in the case of an election under Section 9.3
hereof, 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 Federal income tax purposes as a result
of such Covenant Defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred;

                           (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 in this Article 9 relating to either the Legal
Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3
hereof (as the case may be) have been complied with;

                           (9) the Company shall have delivered to the Trustee
an Officers' Certificate stating that the deposit under clause (1) was not made
by the Company with the intent of defeating, hindering, delaying or defrauding
any creditors of the Company or others; and

                           (10) the Company shall have paid or duly provided for
payment under terms mutually satisfactory to the Company and the Trustee all
amounts then due to the Trustee pursuant to Section 7.7 hereof.

         9.5      DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO
BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

         All money, U.S. Government Obligations and Foreign Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant
to Section 9.4 hereof in respect of the outstanding Securities 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 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, if any,
and accrued interest, but such money need not be segregated from other funds
except to the extent required by law.


                                       38
<PAGE>
         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations and
Foreign Government Obligations deposited pursuant to Section 9.4 hereof or the
principal, premium, if any, and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders
of the outstanding Securities.

         Anything in this Article 9 to the contrary notwithstanding, but subject
to payment of any of its outstanding fees and expenses, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money,
U.S. Government Obligations or Foreign Government Obligations held by it as
provided in Section 9.4 hereof 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 Legal Defeasance
or Covenant Defeasance.

         9.6      REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any money, U.S.
Government Obligations or Foreign Government Obligations in accordance with
Section 9.1, 9.2, 9.3 or 9.4 hereof by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 9 until
such time as the Trustee or Paying Agent is permitted to apply all such money,
U.S. Government Obligations or Foreign Government Obligations, as the case may
be, in accordance with Section 9.1, 9.2, 9.3 or 9.4 hereof; PROVIDED, HOWEVER,
that if the Company has made any payment of principal of, premium, if any, or
accrued interest on any Securities because of the reinstatement of their
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money, U.S. Government
Obligations or Foreign Government Obligations held by the Trustee or Paying
Agent.

         9.7      MONEYS HELD BY PAYING AGENT.

         In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee, or if sufficient
moneys have been deposited pursuant to Section 9.1 hereof, to the Company, and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.

         9.8      MONEYS HELD BY TRUSTEE.

         Any moneys deposited with the Trustee or any Paying Agent or then held
by the Company in trust for the payment of the principal of, or premium, if any,
or interest on any Security that are not applied but remain unclaimed by the
Holder of such Security for two years after the date upon which the principal
of, or premium, if any, or interest on such Security shall have respectively
become due and payable shall be repaid to the Company upon Company Request, or
if such moneys are then held by the Company in trust, such moneys shall be
released from such trust; and the Holder of such Security entitled to receive
such payment shall thereafter,


                                       39
<PAGE>
as an unsecured general creditor, look only to the Company for the payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or
any such Paying Agent, before being required to make any such repayment, may, at
the expense of the Company, either mail to each Securityholder affected, at the
address shown in the register of the Securities maintained by the Registrar or
cause to be published once a week for two successive weeks, in a newspaper
published in the English language, customarily published each Business Day and
of general circulation in the City of New York, New York, a 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 mailing or publication, any
unclaimed balance of such moneys then remaining will be repaid to the Company.
After payment to the Company or the release of any money held in trust by the
Company, Securityholders entitled to the money must look only to the Company for
payment as general creditors unless applicable abandoned property law designates
another Person.

                                   ARTICLE 10

                                  MISCELLANEOUS

         10.1     TRUST INDENTURE ACT CONTROLS.

         If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA which may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

         10.2     NOTICES.

         Any notice or communication shall be given in writing and delivered in
Person, sent by facsimile (and receipt confirmed by telephone or electronic
transmission report), delivered by commercial courier service or mailed by
first-class mail, postage prepaid, addressed as follows:

                  If to the Company:

                           Antigenics Inc.
                           630 Fifth Avenue, Suite 2100
                           New York, New York 10111
                           Fax:  (212) 332-4778
                           Attention:  Garo H. Armen, Ph.D., President

                  Copy to:

                           Palmer & Dodge LLP
                           111 Huntington Avenue
                           Boston, Massachusetts  02199
                           Fax: (617) 227-4420
                           Attention:  Paul Kinsella, Esq.


                                       40
<PAGE>
                  If to the Trustee:

                           _________________________________
                           _________________________________
                           _________________________________
                           _________________________________

         The Company or the Trustee by written notice to the other may designate
additional or different addresses for subsequent notices or communications. Any
notice or communication to the Company or the Trustee shall be deemed to have
been given or made as of the date so delivered if personally delivered; when
receipt is confirmed by telephone or electronic transmission report, if sent by
facsimile; and three (3) Business Days after mailing if sent by registered or
certified mail, postage prepaid (except that a notice of change of address shall
not be deemed to have been given until actually received by the addressee).

         Any notice or communication mailed to a Securityholder shall be mailed
to such Securityholder by first-class mail, postage prepaid, at such
Securityholder's address shown on the register kept by the Registrar.

         Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication to a Securityholder is mailed in
the manner provided above, it shall be deemed duly given, three Business Days
after such mailing, whether or not the addressee receives it.

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

         In the case of Global Securities, notices or communications to be given
to Securityholders shall be given to the Depository, in accordance with its
applicable policies as in effect from time to time.

         In addition to the manner provided for in the foregoing provisions,
notices or communications to Securityholders shall be given by the Company by
release made to Reuters Economic Services and Bloomberg Business News.

         10.3     COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

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

         10.4     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:


                                       41
<PAGE>
                           (1) an Officers' Certificate (which shall include the
statements set forth in Section 10.5 below) stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

                           (2) an Opinion of Counsel (which shall include the
statements set forth in Section 10.5 below) stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

         10.5     STATEMENT REQUIRED IN CERTIFICATE AND OPINION.

         Each certificate and opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 4.4 hereof) shall include:

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

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

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

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

         10.6     RULES BY TRUSTEE AND AGENTS.

         The Trustee may make reasonable rules for action by or at meetings of
Securityholders. The Registrar and Paying Agent may make reasonable rules for
their functions.

         10.7     BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT.

         A "Business Day" is a day that is not a Legal Holiday. A "Legal
Holiday" is a Saturday, a Sunday, a federally-recognized holiday or a day on
which banking institutions are not authorized or required by law or executive
order to be open in the Commonwealth of Massachusetts or the State of New York.

         If a payment date is a Legal Holiday at a Place of Payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period. "Place of Payment"
means the place or places where the principal of and any premium and interest on
the Securities of a Series are payable as specified as contemplated by Section
2.2. If the regular record date is a Legal Holiday, the record date shall not be
affected.


                                       42
<PAGE>
         10.8     GOVERNING LAW.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE COMMONWEALTH OF MASSACHUSETTS WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

         10.9     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Company or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

         10.10    NO RECOURSE AGAINST OTHERS.

         A director, officer, employee, stockholder or incorporator, as such, of
the Company shall not have any liability for any obligations of the Company
under the Securities or the Indenture. Each Securityholder by accepting a
Security waives and releases all such liability. Such waiver and release are
part of the consideration for the issuance of the Securities.

         10.11    SUCCESSORS.

         All covenants and agreements of the Company in this Indenture and the
Securities shall bind its successors and assigns, whether so expressed or not.
All agreements of the Trustee, any additional trustee and any Paying Agents in
this Indenture shall bind their respective successors and assigns.

         10.12    MULTIPLE COUNTERPARTS.

         The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

         10.13    TABLE OF CONTENTS, HEADINGS, ETC.

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

         10.14    SEVERABILITY.

         Each provision of this Indenture shall be considered separable and if
for any reason any provision which is not essential to the effectuation of the
basic purpose of this Indenture or 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 and a Holder
shall have no claim therefor against any party hereto.


                                       43
<PAGE>
         10.15    SECURITIES IN A FOREIGN CURRENCY OR IN EURO.

         Unless otherwise specified in a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate delivered pursuant to Section 2.2
of this Indenture with respect to a particular Series of Securities, whenever
for purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all Series
or all Series affected by a particular action at the time outstanding and, at
such time, there are outstanding Securities of any Series which are denominated
in a coin or currency other than Dollars (including Euros), then the principal
amount of Securities of such Series which shall be deemed to be outstanding for
the purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate at such time. For purposes
of this Section 10.15, "Market Exchange Rate" shall mean the noon Dollar buying
rate in New York City for cable transfers of that currency as published by the
Federal Reserve Bank of New York; PROVIDED, HOWEVER, in the case of Euros,
Market Exchange Rate shall mean the rate of exchange determined by the
Commission of the European Union (or any successor thereto) as published in the
Official Journal of the European Union (such publication or any successor
publication, the "Journal"). If such Market Exchange Rate is not available for
any reason with respect to such currency, the Trustee shall use, in its sole
discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York or, in the case of Euros, the rate of exchange as
published in the Journal, as of the most recent available date, or quotations
or, in the case of Euros, rates of exchange from one or more major banks in The
City of New York or in the country of issue of the currency in question or, in
the case of Euros, in Luxembourg or such other quotations or, in the case of
Euros, rates of exchange as the Trustee, upon consultation with the Company,
shall deem appropriate. The provisions of this paragraph shall apply in
determining the equivalent principal amount in respect of Securities of a Series
denominated in currency other than Dollars in connection with any action taken
by Holders of Securities pursuant to the terms of this Indenture.

         All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Holders.

         10.16    JUDGMENT CURRENCY.

         The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest or premium (if any) or other amount on the Securities of any Series
(the "Required Currency") into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate of exchange used shall be the rate at which
in accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the New York
Banking Day preceding the day on which final unappealable judgment is entered
and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not


                                       44
<PAGE>
be discharged or satisfied by any tender, any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount of
the Required Currency expressed to be payable in respect of such payments, (ii)
shall be enforceable as an alternative or additional cause of action for the
purpose of recovering in the Required Currency the amount, if any, by which such
actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable, and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                           ANTIGENICS INC.



                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________

                                           [NAME OF TRUSTEE]



                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________


                                           [IF SECOND SIGNATURE NECESSARY:]



                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________


                                       45
<PAGE>
                         COMMONWEALTH OF MASSACHUSETTS )

                                      ) SS

COUNTY OF _________________   )

         On this, the ____ day of __________, ____, before me, a Notary Public
in and for said County and State, the undersigned officer, personally appeared
_______________________________, known to me (or satisfactorily proven) to be
the person whose name is subscribed to the within instrument and acknowledged
that he or she executed the same for the purposes therein contained.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                   Notary Public________________________________



[SEAL]

My Commission Expires:

                         COMMONWEALTH OF MASSACHUSETTS )

                                      ) SS

COUNTY OF _________________   )

         On this, the ____ day of __________, ____, before me, a Notary Public
in and for said County and State, the undersigned officer, personally appeared
_______________________________, known to me (or satisfactorily proven) to be
the person whose name is subscribed to the within instrument and acknowledged
that he or she executed the same for the purposes therein contained.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.



                                   Notary Public________________________________

[SEAL]

My Commission Expires:


                                       46