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                                                                     Exhibit 4.1

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                                   ONEOK, INC.


                                 DEBT SECURITIES


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


                                    INDENTURE

                          Dated as of December 28, 2001


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


                                  SUNTRUST BANK


                                     TRUSTEE

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<PAGE>


     Reconciliation and tie between Trust Indenture Act of 1939 and Indenture,
dated as of December 28, 2001

Trust Indenture
Act Section                                             Indenture Section
Section 310           (a)(1)                            608
                      (a)(2)                            608
                      (a)(5)                            608
                      (b)                               607, 609
Section 311           (a)                               613
                      (b)                               613
Section 312           (c)                               701
Section 313           (a)                               702
                      (c)                               702, 703
Section 314           (a)                               703
                      (a)(4)                            1004
                      (c)(1)                            102
                      (c)(2)                            102
                      (e)                               102
Section 315           (b)                               601
                      (d)                               602
                      (e)                               514
Section 316           (a)(last sentence)                101 ("Outstanding")
                      (a)(1)(A)                         502, 512
                      (a)(1)(B)                         513
                      (b)                               508
                      (c)                               104(d)
Section 317           (a)(1)                            503
                      (a)(2)                            504
                      (b)                               1003
Section 318           (a)                               107

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                                TABLE OF CONTENTS

RECITALS OF THE COMPANY....................................................... 1

                                   ARTICLE ONE
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  Definitions..................................................... 1
              Act............................................................. 2
              Additional Amounts.............................................. 2
              Affiliate....................................................... 2
              Attributable Debt............................................... 2
              Authenticating Agent............................................ 2
              Authorized Newspaper............................................ 2
              Bankruptcy Law.................................................. 3
              Board of Directors.............................................. 3
              Board Resolution................................................ 3
              Book-Entry Security............................................. 3
              Business Day.................................................... 3
              Capital Stock................................................... 3
              Cedel........................................................... 3
              Commission...................................................... 3
              Common Stock.................................................... 3
              Company......................................................... 3
              Company Request or Company Order................................ 3
              Consolidated Net Tangible Assets................................ 4
              Conversion Agent................................................ 4
              Conversion Rate................................................. 4
              Corporate Trust Office.......................................... 4
              corporation..................................................... 4
              covenant defeasance............................................. 4
              Custodian....................................................... 4
              Default......................................................... 4
              Defaulted Interest.............................................. 4
              defeasance...................................................... 4
              Definitive Security............................................. 4
              Depositary...................................................... 4
              Euroclear....................................................... 4
              Event of Default................................................ 4
              Exchange Act.................................................... 5
              Extension Notice and Extension Period........................... 5
              Final Maturity.................................................. 5
              Funded Indebtedness............................................. 5
              generally accepted accounting principles........................ 5
              Global Securities............................................... 5
              Government Obligations.......................................... 5

                                       i


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              guarantee ...................................................... 5
              Holder ......................................................... 5
              incorporated provision ......................................... 5
              Indebtedness ................................................... 6
              Indenture ...................................................... 6
              Indexed Security ............................................... 6
              interest ....................................................... 6
              Interest Payment Date .......................................... 6
              Lien ........................................................... 6
              mandatory sinking fund payment ................................. 7
              Maturity ....................................................... 7
              Non-Recourse Indebtedness ...................................... 7
              Officers' Certificate .......................................... 7
              Opinion of Counsel ............................................. 7
              Option to Elect Repayment ...................................... 7
              Optional Reset Date ............................................ 7
              optional sinking fund payment .................................. 7
              Original Issue Discount Security ............................... 7
              Original Stated Maturity ....................................... 7
              Outstanding .................................................... 7
              Paying Agent ................................................... 8
              Person ......................................................... 9
              Place of Payment ............................................... 9
              Predecessor Security ........................................... 9
              Principal Property ............................................. 9
              Redemption Date ................................................ 9
              Redemption Price ............................................... 9
              Regular Record Date ............................................ 9
              Repayment Date ................................................. 9
              Repayment Price ................................................ 9
              Reset Notice ................................................... 9
              Responsible Officer............................................. 9
              Restricted Securities .......................................... 9
              Restricted Subsidiary .......................................... 9
              Sale and Leaseback Transaction ................................. 9
              Securities .....................................................10
              Security Register and Security Registrar .......................10
              Special Record Date ............................................10
              Stated Maturity ................................................10
              Subsequent Interest Period .....................................10
              Subsidiary .....................................................10
              Trading Day ....................................................10
              Trust Indenture Act or TIA .....................................10
              Trustee ........................................................10
              United States ..................................................11
              United States person ...........................................11
              Vice President .................................................11
              Yield to Maturity ..............................................11


                                       ii

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SECTION 102.  Compliance Certificates and Opinions ...........................11
SECTION 103.  Form of Documents Delivered to Trustee .........................12
SECTION 104.  Acts of Holders ................................................12
SECTION 105.  Notices, etc. to Trustee and Company ...........................13
SECTION 106.  Notice to Holders; Waiver ......................................13
SECTION 107.  Conflict of any Provision of Indenture with
              Trust Indenture Act ............................................14
SECTION 108.  Effect of Headings and Table of Contents .......................14
SECTION 109.  Successors and Assigns .........................................14
SECTION 110.  Separability Clause ............................................15
SECTION 111.  Benefits of Indenture ..........................................15
SECTION 112.  Governing Law ..................................................15
SECTION 113.  Legal Holidays .................................................15
SECTION 114.  No Recourse Against Others .....................................15

                                   ARTICLE TWO
                                 SECURITY FORMS

SECTION 201.  Forms Generally ................................................16
SECTION 202.  Form of Trustee's Certificate of Authentication ................16
SECTION 203.  Securities Issuable in Global Form .............................17
SECTION 204.  Form of Legend for Book-Entry Securities .......................17

                                  ARTICLE THREE
                                 THE SECURITIES

SECTION 301.  Amount Unlimited; Issuable in Series ...........................18
SECTION 302.  Denominations ..................................................20
SECTION 303.  Execution, Authentication, Delivery and Dating .................20
SECTION 304.  Book-Entry Securities ..........................................22
SECTION 305.  Temporary Securities ...........................................24
SECTION 306.  Registration, Registration of Transfer and Exchange ............24
SECTION 307.  Mutilated, Destroyed, Lost and Stolen Securities ...............25
SECTION 308.  Payment of Interest; Interest Rights Preserved;
              Optional Interest Reset ........................................26
SECTION 309.  Optional Extension of Stated Maturity ..........................28
SECTION 310.  Persons Deemed Owners ..........................................29
SECTION 311.  Cancellation ...................................................30
SECTION 312.  Computation of Interest ........................................30
SECTION 313.  CUSIP Numbers ..................................................30

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture ........................31
SECTION 402.  Application of Trust Money .....................................32

                                  ARTICLE FIVE
                                    REMEDIES

SECTION 501.  Events of Default ..............................................32
SECTION 502.  Acceleration of Maturity; Rescission and Annulment .............33

                                      iii



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SECTION 503.  Collection of Indebtedness and Suits for
              Enforcement by Trustee .........................................34
SECTION 504.  Trustee May File Proofs of Claim ...............................35
SECTION 505.  Trustee May Enforce Claims Without Possession of Securities ....35
SECTION 506.  Application of Money Collected .................................36
SECTION 507.  Limitation on Suits ............................................36
SECTION 508.  Unconditional Right of Holders to Receive Principal,
              Premium and Interest ...........................................37
SECTION 509.  Restoration of Rights and Remedies .............................37
SECTION 510.  Rights and Remedies Cumulative .................................37
SECTION 511.  Delay or Omission Not Waiver ...................................37
SECTION 512.  Control by Holders .............................................38
SECTION 513.  Waiver of Past Defaults ........................................38
SECTION 514.  Undertaking for Costs ..........................................38
SECTION 515.  Waiver of Stay or Extension Laws ...............................39

                                   ARTICLE SIX
                                   THE TRUSTEE

SECTION 601.  Notice of Defaults .............................................39
SECTION 602.  Certain Rights of Trustee ......................................39
SECTION 603.  Trustee Not Responsible for Recitals or
              Issuance of Securities .........................................40
SECTION 604.  May Hold Securities ............................................41
SECTION 605.  Money Held in Trust ............................................41
SECTION 606.  Compensation and Reimbursement .................................41
SECTION 607.  Conflicting Interests ..........................................42
SECTION 608.  Corporate Trustee Required; Eligibility;
              Conflicting Interests ..........................................42
SECTION 609.  Resignation and Removal; Appointment of Successor ..............42
SECTION 610.  Acceptance of Appointment by Successor .........................43
SECTION 611.  Merger, Conversion, Consolidation or
              Succession to Business .........................................44
SECTION 612.  Appointment of Authenticating Agent ............................45
SECTION 613.  Collection of Claims Against Company ...........................46
SECTION 614.  Provisions for Separate Trustees and Co-Trustees ...............46

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Disclosure of Names and Addresses of Holders ...................47
SECTION 702.  Reports by Trustee .............................................47
SECTION 703.  Reports by Company .............................................47

                                  ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms ...........48
SECTION 802.  Rights and Duties of Successor Corporation .....................48
SECTION 803.  Securities to be Secured in Certain Events .....................49

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent of Holders .............49
SECTION 902.  Supplemental Indentures with Consent of Holders ................50

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SECTION 903.  Execution of Supplemental Indentures ...........................51
SECTION 904.  Effect of Supplemental Indentures ..............................52
SECTION 905.  Conformity with Trust Indenture Act ............................52
SECTION 906.  Reference in Securities to Supplemental Indentures .............52
SECTION 907.  Notice of Supplemental Indentures ..............................52

                                   ARTICLE TEN
                                    COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest .....................52
SECTION 1002. Maintenance of Office or Agency ................................52
SECTION 1003. Money for Security Payments to Be Held in Trust ................53
SECTION 1004. Statement as to Compliance .....................................54
SECTION 1005. Corporate Existence ............................................55
SECTION 1006. Limitations on Liens ...........................................55
SECTION 1007. Limitations on Sale and Leaseback Transactions .................57
SECTION 1008. Additional Amounts .............................................57
SECTION 1009. Waiver of Certain Covenants ....................................58

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article .......................................59
SECTION 1102. Election to Redeem; Notice to Trustee ..........................59
SECTION 1103. Selection by Trustee of Securities to Be Redeemed ..............59
SECTION 1104. Notice of Redemption ...........................................59
SECTION 1105. Deposit of Redemption Price ....................................60
SECTION 1106. Securities Payable on Redemption Date ..........................60
SECTION 1107. Securities Redeemed in Part ....................................61

                                 ARTICLE TWELVE
                                   CONVERSION

SECTION 1201. Conversion .....................................................61
SECTION 1202. Conversion Procedure ...........................................62
SECTION 1203. Taxes on Conversion ............................................63
SECTION 1204. Company Determination Final ....................................63
SECTION 1205. Trustee's and Conversion Agent's Disclaimer ....................63
SECTION 1206. Company to Provide Conversion Securities .......................63
SECTION 1207. Cash Settlement Option .........................................63

                                ARTICLE THIRTEEN
                                  SINKING FUNDS

SECTION 1301. Applicability of Article .......................................64
SECTION 1302. Satisfaction of Sinking Fund Payments with Securities ..........65
SECTION 1303. Redemption of Securities for Sinking Fund ......................65

                                ARTICLE FOURTEEN
                         REPAYMENT AT OPTION OF HOLDERS

SECTION 1401. Applicability of Article .......................................66

                                       v


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SECTION 1402. Repayment of Securities ........................................66
SECTION 1403. Exercise of Option .............................................66
SECTION 1404. When Securities Presented for Repayment Become
              Due and Payable ................................................67
SECTION 1405. Securities Repaid in Part ......................................67

                                 ARTICLE FIFTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501. Company's Option to Effect Defeasance or
              Covenant Defeasance ............................................68
SECTION 1502. Defeasance and Discharge .......................................68
SECTION 1503. Covenant Defeasance ............................................68
SECTION 1504. Conditions to Defeasance or Covenant Defeasance ................69
SECTION 1505. Deposited Money and Government Obligations to Be Held in
              Trust; Other Miscellaneous Provisions ..........................71
SECTION 1506. Reinstatement ..................................................71

                                       vi


<PAGE>


          INDENTURE, dated as of December 28, 2001 between ONEOK, Inc., an
Oklahoma corporation (herein called the "Company"), and SunTrust Bank, a Georgia
banking corporation with trust powers, as trustee (herein called 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 senior debt
securities (herein called the "Securities"), to be issued in one or more series
as in this Indenture provided.

          This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, that are required to be part of this Indenture and shall,
to the extent applicable, be governed by such provisions.

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

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          SECTION 101. Definitions.

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

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

          (2)  all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein, and the terms "cash transaction" and
     "self-liquidating paper", as used in TIA Section 311, shall have the
     meanings assigned to them in the rules of the Commission adopted under the
     Trust Indenture Act;

          (3)  all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles and except as otherwise herein expressly provided, the term
     "generally accepted accounting principles" with respect to any computation
     required or permitted hereunder shall mean such accounting principles as
     are generally accepted in the United States; and

<PAGE>


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

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

          "Act", when used with respect to any Holder, has the meaning specified
in Section 104.

          "Additional Amounts" has the meaning specified in Section 1008.

          "Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

          "Attributable Debt" means, as to any particular lease under which any
Person is at the time liable, at any date as of which the amount thereof is to
be determined, the total net amount of rent required to be paid by such Person
under such lease during the remaining term thereof (excluding amounts required
to be paid on account of maintenance and repairs, services, insurance, taxes,
assessments, water rates and similar charges and contingent rents), discounted
from the respective due dates thereof at the weighted average of the rates of
interest (or Yield to Maturity, in the case of Original Issue Discount
Securities) borne by the Securities then outstanding under the Indenture,
compounded annually.

          "Authenticating Agent" means any Person appointed by the Trustee to
act on behalf of the Trustee pursuant to Section 612 to authenticate
Securities.

          "Authorized Newspaper" means a newspaper, in the English language or
in an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in each place in connection with which the term is
used or in the financial community of each such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day.


                                       2

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

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

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

          "Book-Entry Security" has the meaning specified in Section 304.

          "Business Day", when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in that Place of Payment or other location are
authorized or obligated by law, regulation or executive order to close.

          "Capital Stock" means, with respect to any corporation, any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests (however designated) in stock issued by that
corporation.

          "Cedel" means Cedel Bank, societe anonyme, or its successor.

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

          "Common Stock" means the Common Stock, par value $0.01 per share, of
the Company.

          "Company" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person. To the extent necessary to comply
with the requirements of the provisions of TIA Sections 310 through 317 as they
are applicable to the Company, the term "Company" shall include any other
obligor with respect to the Securities for the purposes of complying with such
provisions.

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company (i) by its Chairman, Chief Executive Officer,
its President or a Vice President and (ii) by its Treasurer, an Assistant
Treasurer, its Corporate Secretary or an Assistant Corporate Secretary and
delivered to the Trustee; provided, however, that such written request or order
may be signed by any two of the officers or directors listed in clause (i) above
in lieu of being signed by one of such officers or directors listed in such
clause (i) and one of the officers listed in clause (ii) above.

                                        3

<PAGE>


          "Consolidated Net Tangible Assets" means (i) the total amount of
assets (less applicable reserves and other properly deductible items) which
under GAAP would be included on a consolidated balance sheet of the Company and
its Subsidiaries after deducting therefrom (a) all current liabilities,
provided, however, that there shall not be deducted billings recorded as
revenues deferred pending the outcome of rate proceedings (less applicable
income taxes thereon), if and to the extent the obligation to refund the same
shall not have been finally determined, (b) appropriate allowance for minority
interests in common stocks of Subsidiaries and (c) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, which in each case under GAAP would be included on such
consolidated balance sheet, less (ii) the amount which would be so included on
such consolidated balance sheet for investments (less applicable reserves) made
in Subsidiaries.

          "Conversion Agent" means the office or agency where Securities may be
presented for conversion.

          "Conversion Rate" means such number or amount of shares of Common
Stock or other equity or debt securities of the Company for which $1,000
aggregate principal amount of Securities of any series is convertible, initially
as stated in the Board Resolution authorizing the series and as adjusted
pursuant to the terms of this Indenture and the relevant Board Resolution.

          "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office on the date of execution of this Indenture is located
at 25 Park Place, 24th Floor, Atlanta, Georgia, 30303, Attention: Corporate
Trust Department.

          "corporation" includes corporations, associations, partnerships,
limited liability companies, companies and business trusts.

          "covenant defeasance" has the meaning specified in Section 1503
hereof.

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

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

          "Defaulted Interest" has the meaning specified in Section 308
hereof.

          "defeasance" has the meaning specified in Section 1502 hereof.

          "Definitive Security" has the meaning specified in Section 304
hereof.

          "Depositary" has the meaning specified in Section 304.

          "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
Office, or its successor as operator of the Euroclear System.

          "Event of Default" has the meaning specified in Section 501.

                                       4

<PAGE>


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

          "Extension Notice" and "Extension Period" shall have the meanings
specified in Section 309.

          "Final Maturity" has the meaning specified in Section 309.

          "Funded Indebtedness" as applied to any Person, means all Indebtedness
of such Person maturing after, or renewable or extendable at the option of such
Person beyond, 12 months from the date of determination.

          "generally accepted accounting principles" or "GAAP" has the meaning
specified in Section 101(3).

          "Global Securities" means one or more Securities evidencing all or
part of the Securities to be issued as Book-Entry Securities, issued to the
Depositary in accordance with Section 301 and bearing the legend prescribed in
Section 204.

          "Government Obligations" means, unless otherwise specified with
respect to any series of Securities pursuant to Section 301, securities which
are (i) direct obligations of the United States government or (ii) obligations
of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States government, the payment of which is
unconditionally guaranteed by the United States government, which, in either
case, are full faith and credit obligations of the United States government
payable and are not callable or redeemable at the option of the issuer thereof
and shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt; provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest or principal of the Government Obligation
evidenced by such depository receipt.

          "guarantee" means, as applied to any obligation, (i) a guarantee
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner, of any part or
all of such obligation or (ii) an agreement, direct or indirect, contingent or
otherwise, providing assurance of the payment or performance (or payment of
damages in the event of non-performance) of any part or all of such obligation,
including, without limiting the foregoing, the payment of amounts drawn down by
letters of credit. Notwithstanding anything herein to the contrary, a guarantee
shall not include any agreement solely because such agreement creates a Lien on
the assets of any Person. The amount of a guarantee shall be deemed to be the
maximum amount of the obligation guaranteed for which the guarantor could be
held liable under such guarantee.

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

          "incorporated provision" has the meaning specified in Section 107.

                                       5

<PAGE>


          "Indebtedness" means obligations for money borrowed, evidenced by
notes, bonds, debentures or other similar evidences of indebtedness.

          "Indenture" means this instrument as originally executed (including
all exhibits and schedules hereto) and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and shall include the terms
of particular series of Securities established as contemplated by Section 301;
provided, however, that, if at any time more than one Person is acting as
Trustee under this instrument, "Indenture" shall mean, with respect to any one
or more series of Securities for which such Person is Trustee, this instrument
as originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of particular series of
Securities for which such Person is Trustee established as contemplated by
Section 301, exclusive, however, of any provisions or terms which relate solely
to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party.

          "Indexed Security" means a Security the terms of which provide that
the principal amount thereof payable at Stated Maturity may be more or less than
the principal face amount thereof at original issuance.

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

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

          "Lien" means any lien, mortgage, pledge, encumbrance, charge or
security interest securing Indebtedness; provided, however, that the following
types of transactions will not be considered for purposes of this definition to
result in a Lien: (i) any acquisition by the Company or any Restricted
Subsidiary of any property or assets subject to any reservation or exception
under the terms of which any vendor, lessor or assignor creates, reserves or
excepts or has created, reserved or excepted an interest in oil, gas or any
other mineral in place or the proceeds thereof, (ii) any conveyance or
assignment whereby the Company or any Restricted Subsidiary conveys or assigns
to any Person or Persons an interest in oil, gas or any other mineral in place
or the proceeds thereof, (iii) any Lien upon any property or assets either owned
or leased by the Company or any Restricted Subsidiary or in which the Company or
any Restricted Subsidiary owns an interest that secures for the benefit of the
Person or Persons paying the expenses of developing or conducting operations for
the recovery, storage, transportation or sale of the mineral resources of such
property or assets (or property or assets with which it is unitized) the payment
to such Person or Persons of the Company's or the Restricted Subsidiary's
proportionate part of such development or operating expenses or (iv) any hedging
arrangements entered into in the ordinary course of business, including any
obligation to deliver any mineral, commodity or asset in connection therewith.

                                       6

<PAGE>


          "mandatory sinking fund payment" shall have the meaning specified
in Section 1301.

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

          "Non-Recourse Indebtedness" means, at any time, Indebtedness
incurred after the date of the Indenture by the Company or a Restricted
Subsidiary in connection with the acquisition of property or assets by the
Company or a Restricted Subsidiary or the financing of the construction of or
improvements on property, whenever acquired, provided that, under the terms of
such Indebtedness and pursuant to applicable law, the recourse at such time and
thereafter of the lenders with respect to such Indebtedness is limited to the
property or assets so acquired, or such construction or improvements, including
Indebtedness as to which a performance or completion guarantee or similar
undertaking was initially applicable to such Indebtedness or the related
property or assets if such guarantee or similar undertaking has been satisfied
and is no longer in effect.

          "Officers' Certificate" means a certificate signed by (i) the
Chairman, Chief Executive Officer, the President, a Vice President or the
Treasurer of the Company and (ii) the Corporate Secretary or an Assistant
Corporate Secretary of the Company and delivered to the Trustee; provided,
however, that such certificate may be signed by two of the officers or directors
listed in clause (i) above in lieu of being signed by one of such officers or
directors listed in such clause (i) and one of the officers listed in clause
(ii) above.

          "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee. Each such
opinion shall include the statements provided for in TIA Section 314(e) to the
extent applicable.

          "Option to Elect Repayment" shall have the meaning specified in
Section 1403.

          "Optional Reset Date" shall have the meaning specified in Section 308.

          "optional sinking fund payment" shall have the meaning specified in
Section 1301.

          "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

          "Original Stated Maturity" shall have the meaning specified in
Section 309.

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

                                       7

<PAGE>

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

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

          (iii) Securities, except to the extent provided in Sections 1502 and
     1503, with respect to which the Company has effected defeasance and/or
     covenant defeasance as provided in Article Fifteen; and

          (iv) Securities paid pursuant to Section 307 or Securities in exchange
     for or in lieu of which other Securities have been authenticated and
     delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;
     provided, however, that, in determining whether the Holders of the
     requisite principal amount of Outstanding Securities have given any
     request, demand, direction, consent or waiver hereunder or are present at a
     meeting of Holders for quorum purposes, and for the purpose of making the
     calculations required by TIA Section 313, (i) the principal amount of an
     Original Issue Discount Security that may be counted in making such
     determination or calculation and that shall be deemed to be Outstanding for
     such purpose shall be equal to the amount of principal thereof that would
     be (or shall have been declared to be) due and payable, at the time of such
     determination, upon a declaration of acceleration of the maturity thereof
     pursuant to Section 502, (ii) the principal amount of any Indexed Security
     that may be counted in making such determination or calculation and that
     shall be deemed outstanding for such purpose shall be equal to the
     principal face amount of such Indexed Security at original issuance, unless
     otherwise provided with respect to such Security pursuant to Section 301,
     and (iii) Securities owned by the Company or any other obligor upon the
     Securities or any Affiliate of the Company or of such other obligor shall
     be disregarded and deemed not to be Outstanding, except that, in
     determining whether the Trustee shall be protected in making such
     calculation or in relying upon any such request, demand, authorization,
     direction, notice, consent or waiver, only Securities which the Trustee
     actually knows to be so owned shall be so disregarded. Securities so owned
     which have been pledged in good faith may be regarded as Outstanding if the
     pledgee establishes to the satisfaction of the Trustee the pledgee's right
     so to act with respect to such Securities and that the pledgee is not the
     Company or any other obligor upon the Securities or any Affiliate of the
     Company or such other obligor.

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

                                       8



<PAGE>

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

          "Place of Payment" means, when used with respect to the Securities of
or within any series, the place or places where the principal of (and premium,
if any) and interest, if any, on such Securities are payable as specified as
contemplated by Sections 301 and 1002.

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 307 in exchange for a mutilated
Security or in lieu of a destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

          "Principal Property" means any property located in the United States,
except any such property that in the opinion of the Board of Directors of the
Company is not of material importance to the total business conducted by the
Company and its consolidated Subsidiaries.

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

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

          "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of or within any series means the date specified
for that purpose as contemplated by Section 301.

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

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

          "Reset Notice" shall have the meaning specified in Section 308.

          "Responsible Officer", when used with respect to the Trustee, means
any vice-president, assistant vice president, any assistant secretary, any
assistant treasurer, any trust officer or assistant trust officer, the
controller and any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above-designated officers, in each case who are assigned by the Trustee to
administer corporate trust matters at its Corporate Trust Office 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.

          "Restricted Securities" has the meaning specified in Section 1006.

          "Restricted Subsidiary" means any Subsidiary that owns or leases a
Principal Property.

          "Sale and Leaseback Transaction" means any arrangement with any Person
pursuant to which the Company or any Restricted Subsidiary leases any Principal
Property that has been or is to be sold or transferred by the Company or the
Restricted Subsidiary to such Person, other than (i) a lease for a term,
including renewals at the option of the lessee, of not more than three years or
classified as an operating lease under generally accepted accounting principles,
(ii) leases between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries, (iii) leases of a Principal Property executed by the
time of, or within 12 months

                                       9

<PAGE>

after the latest of, the acquisition, the completion of construction or
improvement, or the commencement of commercial operation, of the Principal
Property and (iv) the ground lease for ONEOK Plaza, 100 West Fifth Street,
Tulsa, OK 74103.

          "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture; provided, however, that if at any time there is more than
one Person acting as Trustee under this Indenture, "Securities" with respect to
the Indenture as to which such Person is Trustee shall have the meaning stated
in the first recital of this Indenture and shall more particularly mean
Securities authenticated and delivered under this Indenture, exclusive, however,
of Securities of any series as to which such Person is not Trustee.

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 306.

          "Special Record Date" means a date fixed by the Trustee for the
payment of any Defaulted Interest pursuant to Section 308.

          "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 representing such installment of principal or interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 309.

          "Subsequent Interest Period" shall have the meaning specified in
Section 308.

          "Subsidiary" of the Company means (i) a corporation, of which a
majority of the Capital Stock with voting power, under ordinary circumstances,
to elect directors is owned, directly or indirectly, at the date of
determination, by the Company, by one or more Subsidiaries or by the Company and
one or more Subsidiaries or (ii) any other Person (other than a corporation) in
which at the date of determination the Company, one or more Subsidiaries or the
Company and one or more Subsidiaries, directly or indirectly, has at least a
majority ownership and power to direct the policies, management and affairs
thereof.

          "Trading Day" means each day on which the securities exchange or
automated quotation system that is used to determine the Market Price (as
defined in Section 1207) is open for trading or quotation.

          "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as amended, and as in force at the date as of which this Indenture was executed,
except as provided in Section 905.

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

                                       10


<PAGE>

          "United States" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

          "United States person" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source.

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

          "Yield to Maturity" means the yield to maturity, computed at the time
of issuance of a Security (or, if applicable, at the most recent redetermination
of interest on such Security) and as set forth in such Security in accordance
with generally accepted United States bond yield computation principles.

          SECTION 102. Compliance Certificates and Opinions.

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

          Every certificate or opinion (other than the certificates required by
Section 1004) with respect to compliance with a covenant or condition provided
for in this Indenture shall include:

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

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

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

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

                                       11

<PAGE>

          SECTION 103. Form of Documents Delivered to Trustee.

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

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

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

          SECTION 104. Acts of Holders.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments or so voting at any
such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to TIA Section 315)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient.

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

          (d) If the Company shall solicit from the Holders of Securities any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a Board Resolution, fix in
advance a record date for the determination

                                       12

<PAGE>

of such Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no obligation
to do so.

          Notwithstanding TIA Section 316(c), any such record date shall be the
record date specified in or pursuant to such Board Resolution, which shall be a
date not more than 30 days prior to the first solicitation of Holders generally
in connection therewith and no later than the date such solicitation is
completed.

          If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of Securities then Outstanding have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
Securities then Outstanding shall be computed as of such record date; provided
that no such request, demand, authorization, direction, notice, consent, waiver
or other Act by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date.

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

          SECTION 105. Notices, etc. to Trustee and Company.

          Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

          (1) the Trustee by any Holder, an agent of any bank or the Company
     shall be sufficient for every purpose hereunder if made, given, furnished
     or delivered, in writing, to or with the Trustee at its Corporate Trust
     Office, Attention: Corporate Trust Department; or

          (2) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     made, given, furnished or delivered, in writing, to the Company addressed
     to it at: 100 West Fifth Street, Tulsa, Oklahoma 74103, Attention: Chief
     Financial Officer, or at any other address previously furnished in writing
     to the Trustee by the Company.

          SECTION 106. Notice to Holders; Waiver.

          Where this Indenture provides for notice of any event to Holders of
Securities by the Company or the Trustee, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected

                                       13


<PAGE>


by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders of Securities is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders of Securities. Any notice mailed to a
Holder in the aforesaid manner shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such
notice.

          In case, by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause, it shall be impractical to mail
notice of any event to Holders of Securities when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Trustee shall be deemed to be
sufficient giving of such notice for every purpose hereunder.

          Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

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

          SECTION 107. Conflict of any Provision of Indenture with Trust
Indenture Act.

          If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by TIA Sections 310 to 318,
inclusive, or conflicts with any provision (an "incorporated provision")
required by or deemed to be included in this Indenture by operation of such TIA
Sections, such imposed duties or incorporated provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or excluded, as the case may
be.

          SECTION 108. Effect of Headings and Table of Contents.

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

          SECTION 109. Successors and Assigns.

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

                                       14

<PAGE>

          SECTION 110. Separability Clause.

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

          SECTION 111. Benefits of Indenture.

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

          SECTION 112. Governing Law.

          This Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York, without regard to
conflicts of laws principles. This Indenture is subject to the provisions of the
Trust Indenture Act that are required to be part of this Indenture and shall, to
the extent applicable, be governed by such provisions.

          SECTION 113. Legal Holidays.

          In any case where any Interest Payment Date, Redemption Date, sinking
fund payment date or Stated Maturity or Maturity of any Security or any date on
which a Security may be converted shall not be a Business Day at any Place of
Payment, or the place where the Conversion Agent is located in the case of a
conversion of a Security (the "Place of Conversion"), then (notwithstanding any
other provision of this Indenture or of any Security other than a provision in
the Securities of any series which specifically states that such provision shall
apply in lieu of this Section), payment of principal (or premium, if any) or
interest, if any, need not be made at such Place of Payment on such date, or any
such conversion need not take place at such Place of Conversion, but may be made
on the next succeeding Business Day at such Place of Payment or such Place of
Conversion, as the case may be, with the same force and effect as if made on the
Interest Payment Date or Redemption Date or sinking fund payment date, or at the
Stated Maturity or Maturity or the conversion date; provided that no interest
shall accrue for the period from and after such Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be.

          SECTION 114. No Recourse Against Others.

          A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Holder by accepting any of
the Securities waives and releases all such liability.

                                       15

<PAGE>

                                  ARTICLE TWO

                                 SECURITY FORMS

          SECTION 201. Forms Generally.

          The Securities shall be in substantially the forms as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities. If the forms of Securities of any series are
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Corporate Secretary
or an Assistant Corporate Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303 for
the authentication and delivery of such Securities. Any portion of the text of
any Security may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Security.

          The Trustee's certificate of authentication on all Securities shall be
in substantially the form set forth in this Article.

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

          SECTION 202. Form of Trustee's Certificate of Authentication.

          Subject to Section 612, the Trustee's certificate of authentication
shall be in substantially the following form:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          Dated:
                ----------------------------------

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

                                       SunTrust Bank, as Trustee

                                       By
                                         ---------------------------------------
                                         Authorized Signatory

                                       16

<PAGE>

          SECTION 203. Securities Issuable in Global Form.

          When Securities of or within a series are issued in global form, as
specified as contemplated by Section 301, then any such Security shall represent
such of the Outstanding Securities of such series as shall be specified therein
and may provide that it shall represent the aggregate amount of Outstanding
Securities of such series from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities of such series represented thereby
may from time to time be increased or decreased to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee in such manner and upon instructions given by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 303 or Section 305. Subject to the provisions
of Section 303 and, if applicable, Section 305, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or Section
305 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a Security in global
form shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

          The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

          Notwithstanding the provisions of Section 308, unless otherwise
specified as contemplated by Section 301, payment of principal of (and premium,
if any) and interest, if any, on any Security in permanent global form shall be
made to the Person or Persons specified therein.

          Notwithstanding the provisions of Section 310 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent Global Security the Holder of
such permanent Global Security.

          SECTION 204. Form of Legend for Book-Entry Securities.

          Any Global Security authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a Restricted Security) 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 A DEPOSITORY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE

                                       17


<PAGE>


EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.

                                 ARTICLE THREE

                                 THE SECURITIES

          SECTION 301. Amount Unlimited; Issuable in Series.

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

          The Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority
granted by one or more Board Resolutions and, subject to Section 303, set forth
in, or determined in the manner provided in, an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (9) below), if
so provided, may be determined from time to time by the Company with respect to
unissued Securities of the series and set forth in such Securities of the series
when issued from time to time):

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

          (2) The aggregate principal amount of the Securities of the series,
     the percentage of their principal amount at which the Securities of the
     series shall be issued and the date or dates on which the principal of the
     Securities of the series will be payable or the method by which such date
     or dates will be determined or extended;

          (3) The rate or rates (which may be fixed or variable) at which the
     Securities of the series shall bear interest, if any, and, if variable, the
     method by which such rate or rates shall be determined;

          (4) The date or dates from which any interest will accrue or the
     method by which such date or dates will be determined, the date or dates on
     which any interest will be payable (including the Regular Record Dates for
     such Interest Payment Dates) and the basis on which any interest will be
     calculated if other than on the basis of a 360-day year of twelve 30-day
     months;

          (5) The place or places, if any, other than or in addition to New York
     City, where the principal of (and premium, if any, on) and interest, if
     any, on the Securities of the series will be payable, where any Securities
     may be surrendered for registration of transfer, where the Securities of
     the series may be surrendered for exchange and where notices or demands to
     or upon the Company in respect of the Securities of the series may be
     served;

                                       18

<PAGE>

          (6) The period or periods within which, the price or prices at which,
     and the other terms and conditions upon which, the Securities of the series
     may be redeemed, in whole or in part, at the option of the Company, if the
     Company is to have that option;

          (7) The obligation, if any, of the Company to redeem, purchase or
     repay the Securities of the series, in whole or in part, pursuant to any
     sinking fund or analogous provision or at the option of a holder thereof,
     and the period or periods within which, the price or prices at which, and
     the other terms and conditions upon which, the Securities of the series
     will be so redeemed, purchased or repaid;

          (8) Whether the amount of payments of principal of (and premium, if
     any, on) and interest, if any, on the Securities of the series may be
     determined with reference to an index, formula or other method (which
     index, formula or method may, without limitation, be based on one or more
     commodities, equity indices or other indices) and the manner in which such
     amounts will be determined;

          (9) Any deletions from, modifications of or additions to the Events of
     Default or covenants of the Company with respect to the Securities of the
     series (which Events of Default or covenants may or may not be consistent
     with the Events of Default or covenants set forth in the general provisions
     of this Indenture);

          (10) If other than the entire principal amount thereof, the portion of
     the principal amount of the Securities of the series that will be payable
     upon declaration of acceleration of the Maturity thereof pursuant to
     Section 502 or the method by which such portion shall be determined;

          (11) Any provisions in modification of, in addition to or in lieu of
     any provisions Article Fifteen of this Indenture that shall be applicable
     to the Securities of the series;

          (12) Any provisions granting special rights to the Holders of the
     Securities of the series upon the occurrence of such events as
     may be specified;

          (13) If other than the Trustee, the designation of any Paying Agent,
     Security Registrar or Conversion Agent for the Securities of the series,
     and the designation of any transfer or other agents or depositories for the
     Securities of the series;

          (14) Whether the Securities of the series shall be issuable initially
     in temporary global form, whether any the Securities of the series Security
     is to be issuable in permanent global form (a "Global Security") and, if
     so, whether beneficial owners of interests in any Global Security may
     exchange such interests for Securities of like tenor of any authorized form
     and denomination and the circumstances under which any such exchanges may
     occur, if other than in the manner provided in the Indenture, and, if the
     Securities are to be issuable as a Global Security, the identity of the
     depository for the Securities of the series;

          (15) The person to whom any interest on any Security will be payable,
     if other than the person in whose name the Securities of the series
     Security (or one or more

                                       19

<PAGE>


     Predecessor Securities) is registered at the close of business on the
     Regular Record Date for such interest or the manner in which, any interest
     payable on a temporary Security issued in global form will be paid (if
     other than as described in Section 304);

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

          (17) Whether and under what circumstances the Company will pay
     Additional Amounts, as contemplated by Section 1008 of this Indenture, on
     the Securities of the series to any Holder who is not a United States
     person (including any modification of the definition of such term as
     contained in this Indenture) in respect of any tax, assessment or
     governmental charge and, if so, whether the Company shall have the option
     to redeem the Securities of the series rather than pay such Additional
     Amounts (and the terms of any such option);

          (18) Whether and upon what terms the Securities will be convertible
     into or exchangeable for Common Stock or other equity or debt securities,
     which may include the terms provided in Article Twelve;

          (19) Provisions not inconsistent with the provisions of this
     Indenture providing for the terms of any Original Issue Discount Security;
     and

          (20) Any other terms, conditions, rights and preferences (or
     limitations on such rights and preferences) of the Securities of the series
     not inconsistent with the provisions of this Indenture.

          All Securities of any one series shall be substantially identical
except as may otherwise be provided in or pursuant to such Board Resolution
(subject to Section 303) and set forth in such Officers' Certificate or in any
such indenture supplemental hereto. Not all Securities of any one series need be
issued at the same time, and, unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series.

          If any of the terms of the series are established by action taken
pursuant to one or more Board Resolutions, such Board Resolutions shall be
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

          SECTION 302. Denominations.

          The Securities of each series shall be issuable in such denominations
as shall be specified as contemplated by Section 301. In the absence of any such
provisions, the Securities of such series, other than Securities issued in
global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof.

          SECTION 303. Execution, Authentication, Delivery and Dating.

          The Securities shall be executed on behalf of the Company by any one
of the following: its Chairman, Chief Executive Officer, its President or one of
its Vice Presidents, and attested by one of its Vice Presidents or its Corporate
Secretary or one of its Assistant Corporate Secretaries. The signature of any of
these officers on the Securities may be manual or facsimile.

                                       20

<PAGE>

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

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, executed by
the Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with such Company Order shall authenticate and make available for
delivery such Securities. If not all the Securities of any series are to be
issued at one time and if the Board Resolution or supplemental indenture
establishing such series shall so permit, such Company Order may set forth
procedures acceptable to the Trustee for the issuance of such Securities and
determining terms of particular Securities of such series such as interest rate,
stated maturity, date of issuance and date from which interest shall accrue.

          In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to TIA Sections 315(a)
through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel
stating:

          (1) that the form or forms of such Securities have been established in
     conformity with the provisions of this Indenture;

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

          (3) that such Securities, when completed by appropriate insertions and
     executed and delivered by the Company to the Trustee for authentication in
     accordance with this Indenture, authenticated and made available for
     delivery by the Trustee in accordance with this Indenture and issued by the
     Company in the manner and subject to any conditions specified in such
     Opinion of Counsel, will constitute the legal, valid and binding
     obligations of the Company, enforceable in accordance with their terms,
     subject to applicable bankruptcy, insolvency, reorganization and other
     similar laws of general applicability relating to or affecting the
     enforcement of creditors' rights and to general equitable principles;

          (4) that all laws and requirements in respect of the execution and
     delivery by the Company of such Securities, and of the supplemental
     indentures, if any, have been complied with and that authentication and
     delivery of such Securities and the execution and delivery of the
     supplemental indenture, if any, by the Trustee will not violate the terms
     of the Indenture;

          (5) that the Company has the corporate power to issue such Securities,
     and has duly taken all necessary corporate action with respect to such
     issuance; and

          (6) that the issuance of such Securities will not contravene the
     articles of incorporation or bylaws of the Company or result in any
     violation of any of the terms or provisions of any law or regulation or of
     any indenture, mortgage or other agreement known to such Counsel by which
     the Company is bound.

                                       21

<PAGE>

          Notwithstanding the provisions of Section 301 and of the preceding two
paragraphs, if not all the Securities of any series are to be issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to the preceding two paragraphs prior to or at the
time of issuance of each Security, but such documents shall be delivered prior
to or at the time of issuance of the first Security of such series.

          The Trustee shall not be required to authenticate and make available
for delivery any such Securities if the issue of such Securities pursuant to
this Indenture will affect the Trustee's own rights, duties, protections,
privileges, indemnities or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.

          Each Security shall be dated the date of its authentication. No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized signatory, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 311 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

          SECTION 304. Book-Entry Securities.

          (a) The Securities of a series may be issuable in whole or in part in
the form of one or more Global Securities ("Book-Entry Securities") deposited
with, or on behalf of, a Depositary (the "Depositary"). In the case of
Book-Entry Securities, one or more Global Securities will be issued in a
denomination or aggregate denomination equal to the portion of the aggregate
principal amount of Outstanding Securities of the series to be represented by
such Global Security or Global Securities. Unless otherwise provided as
contemplated by Section 301, the additional provisions set forth in this Section
304 shall apply to Book-Entry Securities.

          (b) Book-Entry Securities will be deposited with, or on behalf of, the
Depositary, and registered in the name of the Depositary's nominee, for credit
to the respective accounts of institutions that have accounts with the
Depositary or its nominee ("Participants"); provided that Book-Entry Securities
purchased by persons outside the United States may be credited to or through
accounts maintained at the Depositary by or on behalf of Euroclear or Cedel. The
accounts to be credited will be designated by the underwriters or agents of such
Securities or, if such Securities are offered and sold directly by the Company,
by the Company. Ownership of beneficial interests in Book-Entry Securities will
be limited to Persons that may hold interests through Participants and will be
shown on records maintained by the Depositary or its nominee for such Book-Entry
Security.

                                       22

<PAGE>

          Participants shall have no rights under this Indenture or any
indenture supplemental hereto with respect to any Book-Entry Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under the
Book-Entry Security, and the Depositary may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of the
Book-Entry Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing in this Indenture or any such indenture supplemental shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Participants, the
operation of customary practices governing the exercise of the rights of a
Holder of any Security.

          (c) Transfers of Book-Entry Securities shall be limited to transfers
in whole, but not in part, to the Depositary, its successors or their respective
nominees. Interests of beneficial owners in Book-Entry Securities may be
transferred or exchanged for Securities in fully registered, certificated form
("Definitive Securities") only if (i) the Depositary notifies the Trustee in
writing that the Depositary is no longer willing or able to continue as
depositary and a qualified successor depository is not appointed by the Company
within 90 days following such notice, (ii) the Company, at any time and in its
sole discretion, determines not to have any Securities of one or more series
represented by Global Securities or (iii) after the occurrence of an Event of
Default with respect to such Securities, (A) the Trustee determines to have
Definitive Securities issued to all holders of such Securities or (B) a holder
of such Securities notifies the Trustee in writing that it wishes to receive a
Definitive Security. In any such instance, an owner of a beneficial interest in
a Global Security will be entitled to physical delivery of Definitive Securities
equal in principal amount to such beneficial interest and registered in its
name.

          (d) In connection with any transfer or exchange of a portion of the
beneficial interest in any Book-Entry Security to beneficial owners pursuant to
paragraph (c) above, the Security Registrar shall reflect on its books and
records the date and a decrease in the principal amount of the Book-Entry
Security in an amount equal to the principal amount of the beneficial interest
in the Book-Entry Security to be transferred, and the Company shall execute, and
the Trustee shall authenticate and deliver, one or more Definitive Securities of
like tenor and principal amount of authorized denominations.

          (e) In connection with the transfer of Book-Entry Securities as an
entirety to beneficial owners pursuant to paragraph (c) above, the Book-Entry
Securities shall be deemed to be surrendered to the Trustee for cancellation and
the Company shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depositary in exchange for its
beneficial interest in the Book-Entry Securities, an equal aggregate principal
amount of Definitive Securities of like tenor of authorized denominations.

          (f) The Holder of any Book-Entry Security may grant proxies and
otherwise authorize any Person, including Participants and Persons that may hold
interests through Participants, to take any action which a Holder is entitled to
take under the applicable Indenture or the Securities.

                                       23


<PAGE>

          SECTION 305. Temporary Securities.

          Pending the preparation of Definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are typewritten, printed, lithographed,
engraved or otherwise produced by any combination of these methods, in any
authorized denomination, substantially of the tenor of the Definitive Securities
in lieu of which they are issued, in registered form and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities. Such temporary Securities may be in global form.

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

          Until so exchanged the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as Definitive
Securities of such series.

          Until exchanged in full as hereinabove provided, the temporary
Securities of any series, including temporary Global Securities (whether or not
issued as Book-Entry Securities as provided in Section 304), shall in all
respects be entitled to the same benefits under this Indenture as Definitive
Securities of the same series and of like tenor authenticated and delivered
hereunder.

          SECTION 306. Registration, Registration of Transfer and Exchange.

          The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register for each series of Securities (the registers maintained
in such office of the Trustee and in any other office or agency designated
pursuant to Section 1002 being herein sometimes referred to as the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Securities and of transfers of
Securities.

          The Trustee is hereby initially appointed "Security Registrar" for the
purpose of registering Securities and transfers of Securities as herein
provided.

          Except as otherwise described in this Article Three, upon surrender
for registration of transfer of any Security of any series at the office or
agency in a Place of Payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of the same series, in each case, of
any authorized denominations and of a like aggregate principal amount.

                                       24

<PAGE>

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

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

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to pay all documentary, stamp, similar issue or transfer taxes or other
governmental charges that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section
305, 906, 1107 or 1405 not involving any transfer.

          The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the selection for redemption of Securities
of that series under Section 1103 or 1303 and ending at the close of business on
the day of the mailing of the relevant notice of redemption, or (ii) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part,
or (iii) to issue, register the transfer of or exchange any Security which has
been surrendered for repayment at the option of the Holder, except the portion,
if any, of such Security not to be so repaid.

          SECTION 307. Mutilated, Destroyed, Lost and Stolen Securities.

          If any mutilated Security is surrendered to the Trustee together with,
in proper cases, such security or indemnity as may be required by the Company or
the Trustee to save each of them and any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding, or, in case any
such mutilated Security has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, pay such
Security.

          If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in

                                       25

<PAGE>

the absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon Company
Order the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

          Notwithstanding the provisions of the previous two paragraphs, in case
any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.

          Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to pay all documentary, stamp or
similar issue or transfer taxes or other governmental charges that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.

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

          The provisions of this Section 307 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

          SECTION 308. Payment of Interest; Interest Rights Preserved; Optional
Interest Reset.

          (a) Unless otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest, if any, 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 such Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose pursuant to Section 1002; provided, however, that each
installment of interest, if any, on any Security may at the Company's option be
paid by (i) mailing a check for such interest, payable to or upon the written
order of the Person entitled thereto pursuant to Section 310, to the address of
such Person as it appears on the Security Register or (ii) wire transfer to an
account located in the United States maintained by the payee.

          Any interest on any Security of any series which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such defaulted interest and, if
applicable, interest on such defaulted interest (to the extent lawful) at the
rate specified in the Securities of such series (such defaulted interest and, if
applicable, interest thereon herein collectively called "Defaulted Interest")
may be paid by the Company, at its election in each case, as provided in
Subsection (1) or (2) below:

                                       26

<PAGE>

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security of such series and the date of the proposed payment, and
     at the same time the Company shall deposit with the Trustee an amount of
     money (except as otherwise specified pursuant to Section 301 for the
     Securities of such series) equal to the aggregate amount proposed to be
     paid in respect of such Defaulted Interest or shall make arrangements
     satisfactory to the Trustee for such deposit on or prior to the date of the
     proposed payment, such money when deposited to be held in trust for the
     benefit of the Persons entitled to such Defaulted Interest as in this
     Subsection provided. Thereupon the Trustee shall fix a Special Record Date
     for the payment of such Defaulted Interest which shall be not more than 15
     days and not less than 10 days prior to the date of the proposed payment
     and not less than 10 days after the receipt by the Trustee of the notice of
     the proposed payment. The Trustee shall promptly notify the Company of such
     Special Record Date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be given in the manner provided in
     Section 106, not less than 10 days prior to such Special Record Date.
     Notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor having been so given, such Defaulted Interest shall be
     paid to the Persons in whose name the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on such Special Record Date and shall no longer be payable pursuant to the
     following Subsection (2).

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

          (b) The provisions of this Section 308(b) may be made applicable to
any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).

          The interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) on any Security of such series may
be reset by the Company on the date or dates specified on the face of such
Security (each an "Optional Reset Date"). The Company may exercise such option
with respect to such Security by notifying the Trustee of such exercise at least
50 but not more than 60 days prior to an Optional Reset Date for such Note,
which such notice shall contain such information as may be required by the
Trustee to transmit the Reset Notice as hereinafter defined). Not later than 40
days prior to each Optional Reset Date, the Trustee shall transmit, in the
manner provided for in Section 106, to the Holder of any such Security a notice
(the "Reset Notice") indicating whether the Company has elected to reset the
interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable), and if so (i) such new interest rate (or such new
spread or spread multiplier, if applicable) and (ii)

                                       27

<PAGE>

the provisions, if any, for redemption during the period from such Optional
Reset Date to the next Optional Reset Date or if there is no such next Optional
Reset Date, to the Stated Maturity Date of such Security (each such period a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during the Subsequent Interest Period.

          Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish an interest rate (or
a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the interest rate (or
the spread or spread multiplier used to calculate such interest rate, if
applicable) is reset on an Optional Reset Date, and with respect to which the
Holders of such Securities have not tendered such Securities for repayment (or
have validly revoked any such tender) pursuant to the next succeeding paragraph,
will bear such higher interest rate (or such higher spread or spread multiplier,
if applicable).

          The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Fourteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.

          Subject to the foregoing provisions of this Section and Section 306,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

          SECTION 309. Optional Extension of Stated Maturity.

          The provisions of this Section 309 may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The Stated
Maturity of any Security of such series may be extended at the option of the
Company for the period or periods specified on the face of such Security (each
an "Extension Period") up to but not beyond the date (the "Final Maturity") set
forth on the face of such Security. The Company may exercise such option with
respect to any Security by notifying the Trustee of such exercise at least 50
but not more than 60 days prior to the Stated Maturity of such Security in
effect prior to the exercise of such option (the "Original Stated Maturity"). If
the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106, to the Holder of such Security not later than 40
days prior to

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<PAGE>

the Original Stated Maturity a notice (the "Extension Notice") indicating (i)
the election of the Company to extend the Stated Maturity, (ii) the new Stated
Maturity, (iii) the interest rate, if any, applicable to the Extension Period
and (iv) the provisions, if any, for redemption during such Extension Period.
Upon the Trustee's transmittal of the Extension Notice, the Stated Maturity of
such Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, such Security will have
the same terms as prior to the transmittal of such Extension Notice.

          Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of such Security. Such notice shall be irrevocable.

          All Securities with respect to which the Stated Maturity is extended
will bear such higher interest rate.

          If the Company extends the Maturity of any Security, the Holder will
have the option to elect repayment of such Security by the Company on the
Original Stated Maturity at a price equal to the principal amount thereof, plus
interest accrued to such date. In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Maturity thereof, the Holder
must follow the procedures set forth in Article Fourteen for repayment at the
option of Holders, except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to the Original
Stated Maturity and except that, if the Holder has tendered any Security for
repayment pursuant to an Extension Notice, the Holder may by written notice to
the Trustee revoke such tender for repayment until the close of business on the
tenth day before the Original Stated Maturity.

          SECTION 310. Persons Deemed Owners.

          Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Sections 306 and 308) interest, if any, on such Security
and for all other purposes whatsoever, whether or not such Security be overdue,
and none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

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

          Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any

                                       29

<PAGE>

Depositary, as a Holder, with respect to such Global Security or impair, as
between such Depositary and owners of beneficial interests in such Global
Security, the operation of customary practices governing the exercise of the
rights of such Depositary (or its nominee) as Holder of such Global Security.

          SECTION 311. Cancellation.

          All Securities surrendered for payment, redemption, repayment at the
option of the Holder, registration of transfer, conversion or exchange or for
credit against any current or future sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee. All
Securities so delivered to the Trustee shall be promptly cancelled by it. The
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and 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,
and all Securities so delivered shall be promptly cancelled by the Trustee. If
the Company shall so acquire any of the Securities, however, 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. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of by the Trustee in accordance with its customary
procedures, unless by Company Order the Company shall direct that cancelled
Securities be returned to it.

          SECTION 312. Computation of Interest.

          Except as otherwise specified as contemplated by Section 301 with
respect to any Securities, interest, if any, on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.

          SECTION 313. CUSIP Numbers.

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

                                       30

<PAGE>

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

          SECTION 401. Satisfaction and Discharge of Indenture.

          This Indenture shall, upon Company Request, cease to be of further
effect with respect to any series of Securities specified in such Company
Request (except as to any surviving rights of registration of transfer or
exchange of Securities of such series expressly provided for herein or pursuant
hereto) and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series when

          (1)  either

               (A) all Securities of such series theretofore authenticated and
     delivered have been delivered to the Trustee for cancellation; or (B) all
     Securities of such series not theretofore delivered to the Trustee for
     cancellation

                    (i)   have become due and payable, or

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

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

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

          (2) the Company has paid or caused to be paid all other sums payable
     hereunder by the Company, or has made arrangements for any such payment
     satisfactory to the payee; and

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

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 606, the obligations of
the Trustee to any

                                       31

<PAGE>

Authenticating Agent under Section 612 and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of Subsection (1) of this Section,
the obligations of the Trustee under Section 402 and the last paragraph of
Section 1003 shall survive.

          SECTION 402. Application of Trust Money.

          Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest, if any, for whose payment such money has been deposited with
the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

          SECTION 501. Events of Default.

          "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events:

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

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

          (3)  failure on the part of the Company to observe or perform any
     other covenant or agreement contained in this Indenture (other than a
     covenant or agreement included in this Indenture solely for the benefit of
     less than all series of Securities or a covenant the default in the
     performance of which would be covered by clause (7) below) for 60 days
     after written notice of such failure, requiring the Company to remedy the
     same, has been given to the Company by the Trustee or to the Company and
     the Trustee by the Holders of at least 25% in aggregate principal amount of
     outstanding Securities of such series; or

          (4)  default under any indenture or instrument under which the Company
     or any Restricted Subsidiary has at the time outstanding indebtedness for
     borrowed money or guarantees thereof in any individual instance in excess
     of $15,000,000 and, if not already matured in accordance with its terms,
     such indebtedness has been accelerated and such acceleration is not
     rescinded or annulled within 30 days after notice thereof has been given to
     the Company by the Trustee or to the Company and the Trustee by the Holders
     of at least 25% in aggregate principal amount of outstanding Securities of
     such series; provided that, if, prior to the entry of judgment in favor of
     the Trustee for payment of the Indenture Securities of such series, the
     default under such indenture or instrument has been remedied or cured by
     the Company or such Restricted Subsidiary, or waived by the

                                       32

<PAGE>

     holders of such indebtedness, then the Event of Default under the Indenture
     will be deemed likewise to have been remedied, cured or waived; or

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

          (6)  the institution by the Company of proceedings to be adjudicated a
     bankrupt or insolvent, or the consent by the Company to the institution of
     bankruptcy or insolvency proceedings against it, or the filing by the
     Company of a petition or answer or consent seeking reorganization or relief
     under the Bankruptcy Code or any other applicable federal or state law, or
     the consent by the Company to the filing of any such petition or to the
     appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
     other similar official) of the Company or of any substantial part of the
     property of the Company of an assignment for the benefit of creditors, or
     the admission by the Company in writing of its inability to pay its debts
     generally as they become due; or

          (7)  any other Event of Default provided for the benefit of Securities
     of such series.

          SECTION 502. Acceleration of Maturity; Rescission and Annulment.

          If any Event of Default described in Section 501 with respect to
Securities of any series at the time Outstanding occurs and is continuing, then
in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal
amount (or, if the Securities of that series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal amount as may be
specified in the terms of that series) of all of the Securities of that series
and all accrued interest thereon to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified portion thereof) shall
become immediately due and payable.

          At any time after such a declaration of acceleration with respect to
Securities of any series (or of all series, as the case may be) has been made
and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a
majority in principal amount of the Outstanding Securities of that series (or of
all series, as the case may be), by written notice to the Company, and the
Trustee, may rescind and annul such declaration and its consequences if (a) the
Company has paid or deposited with the Trustee a sum sufficient to pay (except
as otherwise specified pursuant to Section 301 for the Securities of such
series);

                                       33

<PAGE>

          (1)  all overdue interest, if any, on all Outstanding Securities of
     that series (or of all series, as the case may be),

          (2)  all unpaid principal of (and premium, if any, on) any Outstanding
     Securities of that series (or of all series, as the case may be) which has
     become due otherwise than by such declaration of acceleration, and interest
     on such unpaid principal (and premium, if any) at the rate or rates
     prescribed therefor in such Securities,

          (3)  interest upon such overdue interest at the rate or rates
     prescribed therefor in such Securities, and

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

          (b) all Events of Default with respect to Securities of that series
(or of all series, as the case may be), other than the non-payment of principal
of (or premium, if any, on) or interest, if any, on Securities of that series
(or of all series, as the case may be) which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
513.

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

          SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

          The Company covenants that if

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

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

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

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

                                       34


<PAGE>


          If an Event of Default with respect to Securities of any series (or of
all series, as the case may be) occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series (or of all series, as the case may be)
under this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce such rights.

          SECTION 504. Trustee May File Proofs of Claim.

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal, premium, if any, or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

          (i) to file and prove a claim for the whole amount of principal (and
     premium, if any), or such portion of the principal amount of any series of
     Original Issue Discount Securities or Indexed Securities as may be
     specified in the terms of such series, and interest, if any, owing and
     unpaid in respect of the Securities and to file such other papers or
     documents as may be necessary or advisable in order to have the claims of
     the Trustee (including any claim for the reasonable compensation, expenses,
     disbursements and advances of the Trustee, its agents and counsel) and of
     the Holders allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 606.

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

          SECTION 505. Trustee May Enforce Claims Without Possession of
Securities.

          All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
and as trustee of an express trust, and any recovery of

                                       35

<PAGE>

judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

          SECTION 506. Application of Money Collected.

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

          First: To the payment of all amounts due the Trustee under Section
     606;

          Second: To the payment of the amounts then due and unpaid for
     principal of (and premium, if any) and interest, if any, 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
     premium, if any) and interest, if any, respectively; and

          Third: The balance, if any, to the Company.

          SECTION 507. Limitation on Suits.

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

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

          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities of that series shall have made written request to
     the Trustee to institute proceedings in respect of an Event of Default
     described in Section 501 in its own name as Trustee hereunder,

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb

                                       36

<PAGE>

or prejudice the rights of any other Holders of Securities of the same series,
in respect of any Event of Default described in Section 501, or to obtain or to
seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all Holders of Securities of the same
series, in respect of such Event of Default.

          SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest.

          Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 308) interest, if any, on, such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

          SECTION 509. Restoration of Rights and Remedies.

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

          SECTION 510. Rights and Remedies Cumulative.

          Except as otherwise provided in Section 307, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

          SECTION 511. Delay or Omission Not Waiver.

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

                                       37

<PAGE>

          SECTION 512. Control by Holders.

          With respect to the Securities of any series, the Holders of not less
than a majority in principal amount of the Outstanding Securities of such series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, related to or arising under Section 501,
provided that in each case (1) such direction shall not be in conflict with any
rule of law or with this Indenture or expose the Trustee to personal liability,
and (2) subject to the provisions of the TIA Section 315, the Trustee may take
any other action deemed proper by the Trustee which is not inconsistent with
such direction.

          SECTION 513. Waiver of Past Defaults.

          Subject to Section 502, the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all the Securities of such series waive any past Default or Event
of Default in Section 501 and its consequences, except a Default or Event of
Default, (1) in respect of the payment of the principal of (or premium, if any)
or interest, if any, on any Security, or (2) in respect of a covenant or
provision hereof which under Article Nine cannot be modified or amended without
the consent of the Holder of each Outstanding Security of such series affected.

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

          SECTION 514. Undertaking for Costs.

          All parties to this Indenture agree, and each Holder of Securities of
any series by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any) or
interest on Securities of any series on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date); provided that neither this Section 514 nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company.

                                       38

<PAGE>

          SECTION 515. Waiver of Stay or Extension Laws.

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

                                  ARTICLE SIX

                                  THE TRUSTEE

          SECTION 601. Notice of Defaults.

          Within 90 days after the occurrence of any Default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders, as their names and addresses appear in the Security Register,
notice of such default hereunder known to the Trustee, unless such Default shall
have been cured or waived; provided, however, that, except in the case of a
default in the payment of the principal of (or premium, if any) or interest, if
any, on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders of Securities of such series; and
provided further that in the case of any default or breach of the character
specified in Section 501(3) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof.

          SECTION 602. Certain Rights of Trustee.

          Subject to the provisions of TIA Sections 315(a) through 315(d):

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

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

          (3) whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any

                                       39


<PAGE>

     action hereunder, the Trustee (unless other evidence be herein specifically
     prescribed) may, in the absence of bad faith on its part, rely upon an
     Officers' Certificate;

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

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

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

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

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

          (9) The Trustee is not required to give any bond or surety with
     respect to the performance of its duties or the exercise of its powers
     under this Indenture.

          (10) The Trustee's rights, powers, indemnities, immunities and
     protections from liability and its rights to compensation and
     indemnification in connection with the performance of its duties under this
     Indenture shall extend to (1) the Trustee, whether serving in any other
     capacity hereunder, including without limitation, in the capacity of Paying
     Agent, Securities Registrar, Conversion Agent or Authenticating Agent, and
     (2) the Trustee's officers, directors, agents, employees and counsel who
     shall be deemed third party beneficiaries hereunder. Such immunities and
     protections and rights to indemnification, together with the Trustee's
     right to compensation, shall survive the Trustee's resignation or removal,
     the discharge of this Indenture and final payment of the Securities.

          (11) The Trustee shall have no responsibility for any information in
     any offering document or other disclosure material distributed with respect
     to any series of Securities, and the Trustee shall have no responsibility
     for compliance with any state or federal securities laws in connection with
     the Securities, other than the filing of any documents required to be filed
     by an indenture trustee pursuant to the Trust Indenture Act.

          (12) Notwithstanding anything else herein contained, whenever any
     provision of this Indenture indicates that any confirmation of a condition
     or event is qualified by the words "to the knowledge of the Trustee" or
     "known to the Trustee" or "of which the Trustee actually knows" or other
     words of similar meaning, said words shall mean and refer to the current
     awareness of one or more Responsible Officers of the Trustee who are
     located at its Corporate Trust Office or who are otherwise responsible for
     administering the trusts created under this Indenture.

          SECTION 603. Trustee Not Responsible for Recitals or Issuance of
Securities.

          The recitals contained herein and in the Securities, except for the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Company of Securities
or the proceeds thereof, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements to be made by it
in a Statement of Eligibility on Form T-l supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.

                                       40

<PAGE>

          SECTION 604. May Hold Securities.

          The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar, any Conversion Agent or any other agent of the Company or of the
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to TIA Sections 310(b) and 311, may otherwise
deal with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar, Conversion Agent or such
other agent.

          SECTION 605. Money Held in Trust.

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

          SECTION 606. Compensation and Reimbursement.

          The Company agrees:

          (1) to pay to the Trustee from time to time such compensation as shall
     be agreed to in writing between the Company and the Trustee for all
     services rendered by it hereunder (which compensation shall not be limited
     by any provision of law in regard to the compensation of a trustee of an
     express trust);

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

          (3) to indemnify each of Trustee or any predecessor Trustee for, and
     to hold it harmless against, any and all loss, damage, claim, liability or
     expense including taxes (other than taxes based on the income of the
     Trustee) incurred without negligence, willful misconduct or bad faith as
     judicially determined, arising out of or in connection with the acceptance
     or administration of this trust, including the costs and expenses of
     defending itself against any claim or liability in connection with the
     exercise or performance of any of its powers or duties hereunder.

          As security for the performance of the obligations of the Company
under this Section 606, the Trustee shall have a lien prior to the Securities
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of principal of (or premium, if any) or
interest, if any, on particular Securities.

          The provisions of this Section shall survive the termination of this
Indenture.

                                       41

<PAGE>

          SECTION 607. Conflicting Interests. The Trustee shall comply with the
provisions of Section 310(b) of the Trust Indenture Act.

          SECTION 608. Corporate Trustee Required; Eligibility; Conflicting
Interests.

          There shall at all times be a Trustee hereunder qualified or to be
qualified under TIA Section 3l0(a)(l) and (5) and which, to the extent there is
such an institution eligible and willing to serve, shall have a combined capital
and surplus of at least $50,000,000. If such Trustee files reports of condition
at least annually, pursuant to law or to the requirements of federal, state,
territorial or District of Columbia supervising or examining authority, then for
the purposes of this Section 608, the combined capital and surplus of the
Trustee shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so filed. If at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section 608, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

          SECTION 609. Resignation and Removal; Appointment of Successor.

          (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 610.

          (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 610 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may, at the expense of the Company,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

          (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of not less than a majority in
principal amount of the Outstanding Securities of such series, delivered to the
Trustee and the Company. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of removal, the removed Trustee may, at the expense of the Company,
petition a court of competent jurisdiction for the appointment of a successor
Trustee.

          (d) If at any time:

          (1) the Trustee shall fail to comply with the provisions of TIA
     Section 310(b) after written request therefor by the Company or by any
     Holder who has been a bona fide Holder of a Security for at least six
     months, or

          (2) the Trustee shall cease to be eligible under Section 608 and shall
     fail to resign after written request therefor by the Company or by any
     Holder who has been a bona fide Holder of a Security for at least six
     months, or

                                       42

<PAGE>

          (3) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation, then, in any such case, (i)
     the Company, by a Board Resolution, may remove the Trustee with respect to
     all Securities, or (ii) subject to TIA Section 315(e), the Holder of any
     Security who has been a bona fide Holder of a Security for at least six
     months may, on behalf of himself and all others similarly situated,
     petition any court of competent jurisdiction for the removal of the Trustee
     with respect to all Securities and the appointment of a successor Trustee
     or Trustees.

          (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series). If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with Section 610, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner hereinafter provided, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

          (f) The Company shall give notice of each resignation and each removal
of Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to the Holders
of Securities of such series in the manner provided for in Section 106. Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

          SECTION 610. Acceptance of Appointment by Successor.

          (a) Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; provided, however, that the
retiring Trustee shall continue to be entitled to the benefit of Section 606;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of all amounts payable to it pursuant to Section
606, execute and deliver an instrument transferring to such successor Trustee
all the rights,

                                       43

<PAGE>

powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.

          (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates. Whenever there is a successor Trustee with
respect to one or more (but less than all) series of securities issued pursuant
to this Indenture, the terms "Indenture" and "Securities" shall have the
meanings specified in the provisos to the respective definitions of those terms
in Section 101 which contemplate such situation.

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

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

          SECTION 611. Merger, Conversion, Consolidation or Succession to
Business.

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this

                                       44

<PAGE>

Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

          In case any of the Securities shall not have been authenticated by
such predecessor Trustee, any successor Trustee may authenticate such Securities
either in the name of any predecessor hereunder or in the name of the successor
Trustee. In all such cases such certificates shall have the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

          SECTION 612. Appointment of Authenticating Agent.

          At any time when any of the Securities remain Outstanding, the Trustee
may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series and the Trustee shall give written notice
of such appointment to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, in the manner provided for in
Section 106. Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Any such appointment shall be evidenced
by an instrument in writing signed by a Responsible Officer of the Trustee, and
a copy of such instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an authorized signatory of an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any state thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by federal or state authority. If such corporation
files reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so filed. If at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect specified in this Section.

          Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible

                                       45

<PAGE>

under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

          An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give written notice of
such appointment to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, in the manner provided for in
Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

          The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section. If an
appointment with respect to one or more series is made pursuant to this Section,
the Securities of such series may have endorsed thereon, in addition to the
Trustee's certificate of authentication, an alternate certificate of
authentication in the following form:

          Dated:
                ------------------------------------

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

                                       SunTrust Bank, as Trustee

                                       By
                                         ---------------------------------------
                                         as Authenticating Agent

                                       By
                                         ---------------------------------------
                                         Authorized Signatory

          SECTION 613. Collection of Claims Against Company.

          If and when the Trustee shall be or become a creditor of the Company
(or any other obligor under the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

          SECTION 614. Provisions for Separate Trustees and Co-Trustees.

     At any time or times, for the purpose of conforming to any legal
requirements, restrictions or conditions in any State or jurisdiction in which
any part of any mortgaged and pledged property then subject to this Indenture
may be located, or in which any obligor or guarantor under the Securities or any
series thereof is located, the Company and the Trustee shall have power to
appoint, and, upon the request of the Trustee, the Company shall for such
purpose join with the Trustee in the execution, delivery and performance of, all
instruments and agreements necessary or proper to appoint another corporation or
one or more persons approved by the Trustee, either to act as separate trustee
or trustees, or co-trustee or co-trustees jointly with the Trustee, with respect
to this Indenture and any of the property subject to the lien hereof. In the
event that the Company shall not have joined in such appointment within 15 days
after the receipt by it of a request so to do, the Trustee alone shall have
power to make such appointment.

          Every separate trustee, every co-trustee and every successor trustee,
other than any trustee which may be appointed as successor shall, to the
extent permitted by law, but to such extent only, be appointed subject to the
following provisions and conditions, namely:

          (1) The rights, powers, duties and obligations conferred or imposed
upon trustees hereunder or any of them shall be conferred or imposed upon and
exercised or performed by the Trustee or the Trustees and such separate trustee
or separate trustees or co-trustee or co-trustees jointly, as shall be provided
in the supplemental indenture appointing such separate trustee or separate
trustees or co-trustee or co-trustees, except to the extent that under any law
or any jurisdiction in which any particular act or acts are to be performed the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations shall be exercised and
performed by such separate trustee or separate trustees or co-trustee or
co-trustees.

          (2) The Securities issued hereunder shall be authenticated and
delivered, and all powers, duties, obligations and rights, conferred upon the
Trustee in respect of the custody of the Securities and of all cash and
investments pledged or deposited hereunder, shall be exercised solely by the
Trustee or its successor in the trust hereunder.

          (3) The Company and the Trustee, at any time by an instrument in
writing executed by them jointly, may accept the resignation of or remove any
separate trustee or co-trustee appointed under this Section or otherwise, and,
upon the request of the Trustee, the Company shall, for such purpose, join with
the Trustee in the execution, delivery and performance of all instruments and
agreements necessary or proper to make effective such resignation or removal. In
the event that the Company shall not have joined in such action within 15 days
after the receipt by it of a request so to do, the Trustee alone shall have
power to accept such resignation or to remove any such separate trustee or
co-trustee. A successor to a separate trustee or co-trustee so resigned or
removed may be appointed in the manner provided in this Section.

          (4) No trustee hereunder shall be personally liable by reason of any
act or omission of any other trustee hereunder.

          Any notice, request or other writing, by or on behalf of the holders
of the Securities delivered to the Trustee, or its successor in the trust
hereunder, shall be deemed to have been delivered to all of the then trustees or
co-trustees as effectually as if delivered to each of them. Every instrument
appointing any trustee or trustees other than a successor to the Trustee shall
refer to this Indenture and the conditions in this Article expressed, and upon
the acceptance in writing by such trustee or trustees or co-trustee or
co-trustees, he, they or it shall be vested with the estates or property
specified in such instrument, either jointly with the Trustee or its successor,
or separately, as may be provided therein, subject to all the trusts, conditions
and provisions of this Indenture; and every such instrument shall be filed with
the Trustee or its successor in the trust hereunder. Any separate trustee or
trustees, or any co-trustee or co-trustees, may at any time by an instrument in
writing constitute the Trustee or its successor in the trust hereunder his,
their or its agent or attorney-in-fact, with full power and authority, to the
extent which may be permitted by law, to do all acts and things and exercise all
discretion authorized or permitted by him, them or it, for and on behalf of him,
them or it, and in his, their or its name. In case any separate trustee or
trustees or co-trustee or co-trustees, or a successor to any of them, shall die,
become incapable of acting, resign or be removed, all the estates, property,
rights, powers, trusts, duties and obligations of said separate trustee or
co-trustee, so far as permitted by law, shall vest in and be exercised by the
Trustee or its successor in the trust hereunder, without the appointment of a
new trustee as successor to such separate trustee or co-trustee.


                                       46

<PAGE>

                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          SECTION 701. Disclosure of Names and Addresses of Holders.

          Every Holder of Securities by receiving and holding the same, agrees
with the Company and the Trustee that none of the Company or the Trustee or any
agent of either of them shall be held accountable by reason of the disclosure of
any information as to the names and addresses of the Holders in accordance with
TIA Section 312, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under TIA Section 312.

          SECTION 702. Reports by Trustee.

          If required to do so under the TIA, within 60 days after May 15 of
each year commencing with the first May 15 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit to the Holders
of Securities, in the manner and to the extent provided in TIA Section 313(c), a
brief report dated as of such May 15 if required by TIA Section 313(a).

          SECTION 703. Reports by Company.

          The Company shall:

          (1) file with the Trustee, within 30 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the Exchange
     Act; or, if the Company is not required to file information, documents or
     reports pursuant to either of such Sections, then it shall file with the
     Trustee and the Commission, in accordance with rules and regulations
     prescribed from time to time by the Commission, such of the supplementary
     and periodic information, documents and reports which may be required
     pursuant to Section 13 of the Exchange Act in respect of a security listed
     and registered on a national securities exchange as may be prescribed from
     time to time in such rules and regulations;

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

          (3) transmit by mail to all Holders, as their names and addresses
     appear in the Security Register, within 30 days after the filing thereof
     with the Trustee, in the manner and to the extent provided in TIA Section
     313(c), such summaries of any information, documents and reports required
     to be filed by the Company pursuant to Subsections (1)

                                       47

<PAGE>

     and (2) of this Section as may be required by rules and regulations
     prescribed from time to time by the Commission.

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

          SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

          The Company shall not consolidate with or merge into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
assets to, any Person, unless: (1) Immediately after giving effect to such
transaction, no Event of Default (or event that with notice or lapse of time, or
both, would become an Event of Default) shall have happened and be continuing;
(2) The corporation or other entity formed by such consolidation or into which
the Company is merged, or the Person to which such properties and assets will
have been conveyed, transferred or leased, assumes the Company's obligation as
to the due and punctual payment of the principal of (and premium, if any, on)
and interest, if any, on all the Securities and the performance and observance
of every covenant to be performed by the Company under the Indenture, and will
be organized under the laws of the United States, one of the states thereof or
the District of Columbia; and (3) The Company has delivered to the Trustee an
Officers' Certificate and Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and such supplemental
indenture comply with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.

          This Section shall only apply to a merger or consolidation in which
the Company is not the surviving corporation and to conveyances, leases and
transfers by the Company as transferor or lessor.

          SECTION 802. Rights and Duties of Successor Corporation.

          In case of any such consolidation, merger, conveyance or transfer to
which Section 801 applies and upon any such assumption by the successor
corporation or Person, such successor corporation or Person shall succeed to and
be substituted for the Company with the same effect as if it had been named
herein as the Company and the predecessor corporation shall be relieved of any
further obligation under this Indenture. Such successor corporation or Person
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation or Person, instead of
the Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication, and any Securities which such
successor corporation or Person thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof. As used in this Section, "successor corporation or Person"
means the corporation formed by such consolidation

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<PAGE>

or into which the Company is merged, or the Person which acquires by conveyance,
transfer or lease the properties and assets of the Company substantially as an
entirety, as the case may be, in each case as provided in Section 801.

          SECTION 803. Securities to be Secured in Certain Events.

          If, upon any such consolidation of the Company with, or merger of the
Company into, any other corporation, or upon any conveyance, transfer or lease
of the property of the Company substantially as the entirety to any other
Person, any Principal Property of the Company or any Restricted Securities owned
immediately prior thereto, would become or be subject to any Lien, then unless
such Lien could be created pursuant to Section 1006 without equally and ratably
securing the Securities, the Company prior to or simultaneously with such
transaction will, as to such Principal Property or Restricted Securities, secure
the Securities Outstanding hereunder (together with, if the Company shall so
determine, any other Indebtedness of the Company now existing or hereafter
created which is not subordinate to the Securities) equally and ratably with (or
prior to) the Indebtedness which upon such consolidation, merger, conveyance,
transfer or lease is to become secured as to such Principal Property or
Restricted Securities by such Lien, or will cause such Securities to be so
secured; provided that for the purpose of providing such equal and ratable
security the principal amount of Original Issue Discount Securities and Indexed
Securities shall mean that amount which, at the time of making such provision of
such equal and ratable security, would be due and payable pursuant to Section
502 and the terms of such Original Issue Discount Securities and Indexed
Securities upon a declaration of acceleration of the Maturity thereof, and the
extent of such equal and ratable security shall be adjusted, to the extent
permitted by law, as and when said amount changes over time pursuant to the
terms of such Original Issue Discount Securities and Indexed Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

          SECTION 901. Supplemental Indentures Without Consent of Holders.

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

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

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

                                       49

<PAGE>

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

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

          (5) to secure the Securities pursuant to the requirements of Section
     803 or 1006 or otherwise; or

          (6) to establish the form or terms of Securities of any series as
     permitted by Sections 201 and 301; or

          (7) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee or co-trustee with respect to the
     Securities of one or more series and to add to or change any of the
     provisions of this Indenture as shall be necessary to provide for or
     facilitate the administration of the trusts hereunder by more than one
     Trustee, pursuant to the requirements of Section 610(b) or Section 614; or

          (8) to close this Indenture with respect to the authentication and
     delivery of additional series of Securities; or

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

          (10) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Sections 401, 1502 and
     1503; provided that any such action shall not adversely affect the
     interests of the Holders of Securities of such series or any other series
     of Securities; or

          (11) to make any other change that does not adversely affect the
     rights of any Holder.

          SECTION 902. Supplemental Indentures with Consent of Holders.

          With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities affected by such supplemental
indenture, by Act of such Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
one or more indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities

                                       50

<PAGE>

under this Indenture; provided, however, that no such supplemental indenture
amendment or waiver shall, without the consent of the Holder of each Outstanding
Security affected thereby:

          (1) change the Stated Maturity of the principal of (or premium, if
     any) or any installment of interest on any Security, or reduce the
     principal amount thereof (or premium, if any) or the rate of interest, if
     any, thereon, or change any obligation of the Company to pay Additional
     Amounts as contemplated by Section 1008 (except as contemplated by Section
     801(2) and permitted by Section 901(1)), or reduce the amount of the
     principal of an Indexed Security or an Original Issue Discount Security
     that would be due and payable upon a declaration of acceleration of the
     Maturity thereof pursuant to Section 502 or the amount thereof provable in
     bankruptcy pursuant to Section 504, or adversely affect any right of
     repayment at the option of any Holder of any Security, or change any Place
     of Payment where, any Security or any premium or interest thereon is
     payable, or impair the right to institute suit for the enforcement of any
     such payment on or after the Stated Maturity thereof (or, in the case of
     redemption or repayment at the option of the Holder, on or after the
     Redemption Date or Repayment Date, as the case may be), or adversely affect
     any right to convert or exchange any Security as may be provided pursuant
     to Section 301 herein, or

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

          (3) modify any of the provisions of this Section 902, Section 513 or
     Section 1009, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby.

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

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

          SECTION 903. Execution of Supplemental Indentures.

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to TIA Section 315(a) through 315(d) and Section 602 hereof) shall
be fully protected in relying upon an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this

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<PAGE>

Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties,
protections, privileges, indemnities, or immunities under this Indenture or
otherwise.

          SECTION 904. Effect of Supplemental Indentures.

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

          SECTION 905. Conformity with Trust Indenture Act.

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

          SECTION 906. Reference in Securities to Supplemental Indentures.

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

          SECTION 907. Notice of Supplemental Indentures.

          Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Sections 901 and 902, the
Company shall give notice thereof to the Holders of each Outstanding Security
affected, in the manner provided for in Section 106, setting forth in general
terms the substance of such supplemental indenture.

                                  ARTICLE TEN

                                   COVENANTS

          SECTION 1001. Payment of Principal, Premium and Interest.

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

          SECTION 1002. Maintenance of Office or Agency.

          The Company will maintain in each Place of Payment for Securities of
such series an office or agency where Securities of such series may be presented
or surrendered for payment,

                                       52

<PAGE>

where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities of such series may be presented for conversion and
where notices and demands to or upon the Company in respect of the Securities of
such series and this Indenture may be served.

          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 agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

          The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency. Unless otherwise specified with
respect to any Securities pursuant to Section 301 with respect to a series of
Securities, the Company hereby designates as Places of Payment for each series
of Securities the office or agency of the Trustee in the Borough of Manhattan,
the City of New York, and initially appoints the Trustee at its Corporate Trust
Office in Atlanta, Georgia and at the office of its agent in the Borough of
Manhattan, the City of New York as Paying Agent in each such city as its agent
to receive all such presentations, surrenders, notices and demands, and as
Conversion Agent in each such city as its agent to receive Securities for
conversion.

          SECTION 1003. Money for Security Payments to Be Held in Trust.

          If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it shall, before each due date of the
principal of (and premium, if any, on) and interest, if any, on any of the
Securities of such series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum (except as otherwise specified pursuant to
Section 301 for the Securities of such) sufficient to pay the principal of (and
premium, if any, on) and interest, if any, on Securities of such Series so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

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

          The Company shall cause each Paying Agent (other than the Trustee) for
any series of Securities to execute and deliver to the Trustee an instrument in
which such Paying

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<PAGE>

Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will:

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

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

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

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

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

          SECTION 1004. Statement as to Compliance.

          The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company, commencing with its fiscal year ending
after the date hereof, a brief certificate from its principal executive officer,
principal financial officer or principal accounting officer as to his or her
knowledge of the compliance by the Company with all conditions and covenants
under this Indenture. For purposes of this Section 1004, such compliance shall
be determined without regard to any period of grace or requirement of notice
under this Indenture.

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<PAGE>

          SECTION 1005. Corporate Existence.

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

          SECTION 1006. Limitations on Liens.

          The Company covenants and agrees that it will not, and will not permit
any Restricted Subsidiary to, create, incur, issue or assume any Indebtedness
secured by any Lien on any Principal Property, or on shares of stock or
Indebtedness of any Restricted Subsidiary ("Restricted Securities"), without
making effective provision for the Outstanding Securities (except as otherwise
specified pursuant to Section 301 for the Securities of any series) to be
secured by the Lien equally and ratably with (or prior to) any and all
Indebtedness and obligations secured or to be secured thereby for so long as
such Indebtedness is so secured, except that the foregoing restriction will not
apply to:

          (1) Any Lien existing on the date of the first issuance of Securities
     under the Indenture.

          (2) Any Lien on any Principal Property or Restricted Securities of any
     Person existing at the time such Person is merged or consolidated with or
     into the Company or a Restricted Subsidiary, or such Person becomes a
     Restricted Subsidiary.

          (3) Any Lien on any Principal Property existing at the time of
     acquisition of such Principal Property by the Company or a Restricted
     Subsidiary, whether or not assumed by the Company or such Restricted
     Subsidiary, provided that no such Lien may extend to any other Principal
     Property of the Company or any Restricted Subsidiary.

          (4) Any Lien on any Principal Property (including any improvements on
     an existing Principal Property) of the Company or any Restricted
     Subsidiary, and any Lien on the shares of stock of a Restricted Subsidiary
     that was formed or is held for the purpose of acquiring and holding such
     Principal Property, in each case to secure all or any part of the cost of
     acquisition, development, operation, construction, alteration, repair or
     improvement of all or any part of such Principal Property (or to secure
     Indebtedness incurred by the Company or a Restricted Subsidiary for the
     purpose of financing all or any part of such cost); provided that such Lien
     is created prior to, at the time of, or within 12 months after the latest
     of, the acquisition, completion of construction or improvement or
     commencement of commercial operation of such Principal Property and
     provided, further, that no such Lien may extend to any other Principal
     Property of the Company or any Restricted Subsidiary, other than any
     theretofore unimproved real property on which the Principal Property is so
     constructed or developed or the improvement is located.

                                       55

<PAGE>

          (5) Any Lien on any Principal Property or Restricted Securities to
     secure Indebtedness owing to the Company or to another Restricted
     Subsidiary.

          (6) Any Lien in favor of governmental bodies to secure advances or
     other payments pursuant to any contract or statute or to secure
     Indebtedness incurred to finance the purchase price or cost of constructing
     or improving the property subject to such Lien.

          (7) Any Lien created in connection with a project financed with, and
     created to secure, Non-Recourse Indebtedness.

          (8) Carriers', warehousemen's, mechanics', landlords', materialmen's,
     repairmen's or other similar Liens arising in the ordinary course of
     business which are not delinquent or remain payable without penalty or
     which are being contested in good faith and by appropriate proceedings.

          (9) Liens (other than Liens imposed by ERISA) on the property of the
     Company or any of its Restricted Subsidiaries incurred, or pledges or
     deposits required, in connection with workmen's compensation, unemployment
     insurance and other social security legislation.

          (10) Liens securing taxes that remain payable without penalty or which
     are being contested in good faith by appropriate proceedings where
     collection thereof is stayed; provided that the Company or any Restricted
     Subsidiary has set aside on its books reserves with respect to such taxes
     (segregated to the extent required by GAAP) deemed by it to be adequate.

          (11) Any right which any municipal or governmental body or agency may
     have by virtue of any franchise, license or contract to purchase or
     designate a purchaser of, or order the sale of, any property of the Company
     upon payment of reasonable compensation therefor or to terminate any
     franchise, license or other rights or to regulate the property and business
     of the Company.

          (12) Any Liens, neither assumed by the Company or any Restricted
     Subsidiary or on which it customarily pays interest, existing upon real
     estate or rights in or relating to real estate acquired by the Company or
     any Restricted Subsidiary for sub-station, measuring station, regulating
     station, gas purification station, compressor station, transmission line,
     distribution line or right-of-way purposes.

          (13) Easements or reservations in any property of the Company or any
     Restricted Subsidiary for the purpose of roads, pipe lines, gas
     transmission and distribution lines, electric light and power transmission
     and distribution lines, water mains and other like purposes, and zoning
     ordinances, regulations and restrictions which do not impair the use of
     such property in the operation of the business of the Company or any
     Restricted Subsidiary.

          (14) Any extension, renewal, substitution or replacement (or
     successive extensions, renewals, substitutions or replacements), in whole
     or in part, of any Lien referred to in the foregoing clauses (l) through
     (13), provided that the Indebtedness

                                       56

<PAGE>

     secured thereby may not exceed the principal amount of Indebtedness so
     secured at the time of such renewal or refunding, and that such renewal or
     refunding Lien must be limited to all or any part of the same property and
     improvements thereon, shares of stock or Indebtedness that secured the Lien
     renewed or refunded.

          (15) Any Lien not permitted above securing Indebtedness that, together
     with the aggregate outstanding principal amount of other secured
     Indebtedness that would otherwise be subject to the foregoing restrictions
     (excluding Indebtedness secured by Liens permitted under the foregoing
     exceptions) and the Attributable Debt in respect of all Sale and Leaseback
     Transactions (not including Attributable Debt in respect of any such Sale
     and Leaseback Transactions described in clause (3) or (4) of Section 1007)
     would not then exceed 15% of Consolidated Net Tangible Assets.

          SECTION 1007. Limitations on Sale and Leaseback Transactions.

          The Company covenants and agrees that it will not, and will not permit
any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction
unless (i) the Company or a Restricted Subsidiary would be entitled, without
securing the Outstanding Securities, to incur Indebtedness secured by a Lien on
the Principal Property that is the subject of such Sale and Leaseback
Transaction; (ii) the Attributable Debt associated therewith would be in an
amount permitted under clause (15) of Section 1006 hereof; (iii) the proceeds
received in respect of the Principal Property so sold and leased back at the
time of entering into such Sale and Leaseback Transaction are used for the
business and operations of the Company or any Subsidiary; or (iv) within 12
months after the sale or transfer, an amount equal to the proceeds received in
respect of the Principal Property so sold and leased back at the time of
entering into such Sale and Leaseback Transaction is applied to the prepayment
(other than mandatory prepayment) of any Outstanding Securities or Funded
Indebtedness of the Company or a Restricted Subsidiary (other than Funded
Indebtedness that is held by the Company or any Restricted Subsidiary or Funded
Indebtedness of the Company that is subordinate in right of payment to any
Outstanding Securities).

          SECTION 1008. Additional Amounts.

          If any Securities of a series provide for the payment of additional
amounts to any Holder who is not a United States person in respect of any tax,
assessment or governmental charge ("Additional Amounts"), the Company shall pay
to the Holder of any Security of such series such Additional Amounts as may be
specified pursuant to Section 301. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of (and premium, if any
on) or interest, if any, on, or in respect of, any Security of a series or the
net proceeds received on the sale or exchange of any Security of a series, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided for by the terms of such series established pursuant to Section 301 to
the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to such terms, and express mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made Except as otherwise specified pursuant to
Section 301, if the Securities of a series provide

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<PAGE>

for the payment of Additional Amounts, at least 10 days prior to the first
Interest Payment Date, if any, with respect to Securities of such series (or if
the Securities of such series do not bear interest or will not bear interest
prior to Maturity, the first day on which a payment of principal and any premium
is made), and at least 10 days prior to each date of payment of interest or
principal and any premium if there has been any change with respect to the
matters set forth in the below-mentioned Officers' Certificate, the Company
shall furnish the Trustee and the Paying Agent or Paying Agents, if other than
the Trustee, with an Officers' Certificate instructing the Trustee and the
Paying Agent or Paying Agents whether such payment of principal of (and premium,
if any, on) or interest, if any, on the Securities of such series shall be made
to Holders of Securities of such series who are not United States persons
without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of the series.

          If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities of such series and the Company
shall pay to the Trustee or the Paying Agent or Paying Agents the Additional
Amounts required by the terms of such Securities. In the event that the Trustee
or any Paying Agent, as the case may be, shall not so receive the
above-mentioned certificate, then the Trustee or such Paying Agent shall be
entitled (i) to assume that no such withholding or deduction is required with
respect to any payment of principal, premium or interest with respect to any
Securities of a series until it shall have received a certificate advising
otherwise and (ii) to make all payments of principal, premium and interest with
respect to the Securities of a series without withholding or deductions until
otherwise advised. The Company hereby covenants and agrees to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability, cost or expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officers' Certificate furnished pursuant to this
Section.

          SECTION 1009. Waiver of Certain Covenants.

          Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 803 or Sections 1005 to 1007,
inclusive, if before or after the time for such compliance the Holders of at
least a majority in principal amount of all Outstanding Securities, by Act of
such Holders, waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

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                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

          SECTION 1101. Applicability of Article.

          Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with the terms of such Securities and
(except as otherwise specified as contemplated by Section 301 for Securities of
any series) in accordance with this Article.

          SECTION 1102. Election to Redeem; Notice to Trustee.

          The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Securities to be redeemed pursuant to Section 1103. In the
case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
and Opinion of Counsel evidencing compliance with such restriction.

          SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

          If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions of the principal of Securities of such series; provided,
however, that no such partial redemption shall reduce the portion of the
principal amount of a Security not redeemed to less than the minimum authorized
denomination for Securities of such series established pursuant to Section 301.

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

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

          SECTION 1104. Notice of Redemption.

          Except as otherwise specified as contemplated by Section 301, notice
of redemption shall be given in the manner provided for in Section 106 not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed.

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<PAGE>

          All notices of redemption shall identify the Securities (including
CUSIP number, if any) to be redeemed and shall state:

          (1) the Redemption Date,

          (2) the Redemption Price and the amount of accrued interest to the
     Redemption Date payable as provided in Section 1106, if any,

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

          (4) in case any Security is to be redeemed in part only, the notice
     which relates to such Security shall state that on and after the Redemption
     Date, upon surrender of such Security, the Holder will receive, without
     charge, a new Security or Securities of authorized denominations for the
     principal amount thereof remaining unredeemed,

          (5) that on the Redemption Date, the Redemption Price and accrued
     interest, if any, to the Redemption Date payable as provided in Section
     1106 will become due and payable upon each such Security, or the portion
     thereof, to be redeemed and, if applicable, that interest thereon will
     cease to accrue on and after said date,

          (6) the Place or Places of Payment where such Securities maturing
     after the Redemption Date, are to be surrendered for payment of the
     Redemption Price and accrued interest, if any, and

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

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

          SECTION 1105. Deposit of Redemption Price.

          Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money (except as otherwise specified pursuant to Section 301 for the Securities
of such series) sufficient to pay the Redemption Price of, and accrued interest,
if any, on, all the Securities which are to be redeemed on that date.

          SECTION 1106. Securities Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein (except as otherwise specified pursuant to Section 301
for the Securities of such series) (together with accrued interest, if any, to
the Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest, if any)
such Securities shall, if the same were interest-bearing, cease to bear
interest, and

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except to the extent provided below, shall be void. Upon surrender of any such
Security for redemption in accordance with said notice such Security shall be
paid by the Company at the Redemption Price, together with accrued interest, if
any, to the Redemption Date; provided, however, that installments of interest on
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 308.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth
in such Security.

          SECTION 1107. Securities Redeemed in Part.

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

                                 ARTICLE TWELVE

                                   CONVERSION

          SECTION 1201. Conversion.

          If the Board Resolution establishing the terms of a series of
Securities so provides, Securities of any series may be convertible at the
option of the Holders or otherwise into or for Common Stock or other equity or
debt securities (a "Conversion Right"). The Board Resolution may establish,
among other things, the Conversion Rate, provisions for adjustments to the
Conversion Rate and limitations upon exercise of the Conversion Right.

          Unless the Board Resolution otherwise provides, a Holder may convert
a portion of a Security if the portion is $1,000 or an integral multiple
thereof. Provisions of this Indenture that apply to the conversion of the
aggregate principal amount of a Security also apply to conversion of a portion
of it.

          The Board Resolution providing for Securities with a Conversion Right
may establish any terms in addition to, or other than (including terms
inconsistent with), those set forth in this Article Twelve with respect to the
conversion of the Securities established thereby.

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          SECTION 1202. Conversion Procedure.

          To convert a Security a Holder must satisfy all applicable
requirements in the Securities or the Board Resolution and, if required,
(i) complete and manually sign the conversion notice (the "Conversion Notice")
provided for in the Board Resolution or the Security (or complete and manually
sign a facsimile thereof) and deliver such notice to the Conversion Agent or
any other office or agency maintained for such purpose, (ii) surrender the
Security to the Conversion Agent or at such other office or agency by physical
delivery, (iii) furnish appropriate endorsements and transfer documents, and
(iv) pay all transfer or similar taxes. The date on which such notice shall have
been received by and the Security shall have been so surrendered to the
Conversion Agent is the "Conversion Date." Such Conversion Notice shall be
irrevocable and may not be withdrawn by a Holder for any reason.

          The Company will complete settlement of any conversion of Securities
not later than the fifth Business Day following the Conversion Date in respect
of the cash portion elected to be delivered in lieu of the securities into which
the Security is convertible and not later than the seventh Business Day
following the Conversion Date in respect of the portion to be settled in such
securities.

          If any Security is converted between the Regular Record Date for the
payment of interest and the next succeeding Interest Payment Date, such Security
must be accompanied by funds equal to the interest payable on such succeeding
Interest Payment Date on the principal amount so converted (unless such Security
shall have been called for redemption during such period, in which case no such
payment shall be required). A Security converted on an Interest Payment Date
need not be accompanied by any payment, and the interest on the principal amount
of the Security being converted will be paid on such Interest Payment Date to
the registered holder of such Security on the immediately preceding Regular
Record Date. Subject to the aforesaid right of the registered holder to receive
interest, no payment or adjustment will be made on conversion for interest
accrued on the converted Security or for interest, dividends or other
distributions payable on any security issued on conversion.

          If a Holder converts more than one Security at the same time, the
securities into which the Security is convertible which are issuable upon such
conversion or the cash payable upon the conversion shall be based on the total
principal amount of the Securities converted.

          Upon surrender of a Security that is converted in part the Trustee or
any Authenticating Agent shall authenticate for the Holder a new Security of the
same series equal in principal amount to the unconverted portion of the Security
surrendered; except that if a Global Security is so surrendered the Trustee
shall authenticate and, if applicable, deliver to the depository a new Global
Security of the same series in a denomination equal to and in exchange for the
unconverted portion of the principal of the Global Security so surrendered.

          If the last day on which a Security may be converted is a legal
holiday in a place where a Conversion Agent is located, the Security may be
surrendered to that Conversion Agent on the next succeeding day that is not a
legal holiday.

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<PAGE>

          SECTION 1203. Taxes on Conversion.

          If a Holder of a Security exercises a Conversion Right, the Company
shall pay any documentary, stamp or similar issue or transfer tax due on the
issue of the securities into which the Security is convertible upon the
conversion. However, the Holder shall pay any such tax which is due because
securities or other property are issued in a name other than the Holder's name.
Nothing herein shall preclude any income tax or other withholding required by
law or regulations.

          SECTION 1204. Company Determination Final.

          Any determination that the Board of Directors makes pursuant to this
Article Twelve or consistent with terms provided for in any Board Resolution is
conclusive, absent manifest error.

          SECTION 1205. Trustee's and Conversion Agent's Disclaimer.

          The Trustee (and each Conversion Agent other than the Company) has no
duty to determine when or if an adjustment under this Article Twelve or any
Board Resolution should be made, how it should be made or calculated or what it
should be. The Trustee (and each Conversion Agent other than the Company) makes
no representation as to the validity or value of any securities issued upon
conversion of Securities. The Trustee (and each Conversion Agent other than the
Company) shall not be responsible for the Company's failure to comply with this
Article Twelve or any provision of a Board Resolution relating to a Conversion
Right.

          SECTION 1206. Company to Provide Conversion Securities.

          The Company shall reserve out of its authorized but unissued Common
Stock or its Common Stock held in treasury sufficient shares to permit the
conversion of all of the Securities convertible into Common Stock. The Company
shall arrange and make available for issuance upon conversion the full amount of
any other securities into which the Securities are convertible to permit such
conversion of the Securities.

          All shares of Common Stock or other equity securities of any person
which may be issued upon conversion of the Securities shall be validly issued,
fully paid and non-assessable.

          The Company will comply with all securities laws regulating the offer
and delivery of securities upon conversion of Securities.

          SECTION 1207. Cash Settlement Option.

          If the Board Resolution so provides, the Company may elect to satisfy,
in whole or in part, a Conversion Right of Securities convertible into Common
Stock or other securities of any person by the delivery of cash. Except as the
Board Resolution so provides: (a) the amount of cash to be delivered shall be
equal to the Market Price on the last Trading Day preceding the

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applicable Conversion Date of a share of Common Stock or other securities of any
person into which the Securities are convertible multiplied by the number of
shares of Common Stock or the number of shares or principal amount of other
securities into which the Securities are convertible, respectively, in respect
of which the Company elects to deliver cash; (b) if the Company elects to
satisfy, in whole or in part, a Conversion Right by the delivery of shares of
Common Stock or other securities, no fractional shares or portion of other
securities will be delivered. Instead, the Company will pay cash based on the
Market Price for such fractional share of Common Stock or portion of other
securities; and (c) the "Market Price" of the Common Stock into which Securities
or other equity securities into which the Securities are convertible may be
converted pursuant to a Board Resolution or this Article Twelve on any Trading
Day means the weighted average per share sale price for all sales of the Common
Stock or other equity securities on such Trading Day (or, if the information
necessary to calculate such weighted average per share sale price is not
reported, the average of the high and low sale prices, or if no sales are
reported, the average of the bid and ask prices or, if more than one in either
case, the average of the average bid and average ask prices), as reported in the
composite transactions for the New York Stock Exchange, or if the Common Stock
or other equity securities into which the Securities are convertible are not
listed or admitted to trading on such exchange, as reported in the composite
transactions for the principal national or regional United States securities
exchange on which the Common Stock or other equity securities into which the
Securities are convertible are listed or admitted to trading or, if the Common
Stock or other equity securities into which the Securities are convertible are
not listed or admitted to trading on a United States national or regional
securities exchange, as reported by NASDAQ or by the National Quotation Bureau
Incorporated, or if not so reported, as determined in the manner set forth in
the appropriate Board Resolution. In the absence of such quotations, the Company
shall be entitled to determine the Market Price on the basis of such quotations
as it considers appropriate.

          The "Market Price" of any debt security into which Securities are
convertible shall be determined as set forth in the applicable Board Resolution.

                                ARTICLE THIRTEEN

                                  SINKING FUNDS

          SECTION 1301. Applicability of Article.

          Retirements of Securities of any series pursuant to any sinking fund
shall be made in accordance with the terms of such Securities and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any mandatory sinking fund payment may be subject to
reduction as provided in Section 1302. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

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          SECTION 1302. Satisfaction of Sinking Fund Payments with Securities.

          Subject to Section 1303, in lieu of making all or any part of any
mandatory sinking fund payment with respect to any Securities of a series in
cash, the Company may at its option (1) deliver to the Trustee Outstanding
Securities of a series (other than any previously called for redemption)
theretofore purchased or otherwise acquired by the Company and/or (2) receive
credit for the principal amount of Securities of such series which have been
previously delivered to the Trustee by the Company or for Securities of such
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Securities of the same series required to be made pursuant to the
terms of such Securities as provided for by the terms of such series; provided,
however, that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such mandatory sinking fund payment shall
be reduced accordingly.

          SECTION 1303. Redemption of Securities for Sinking Fund.

          Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash (except as otherwise specified
pursuant to Section 301 for the Securities of such series) and the portion
thereof, if any, which is to be satisfied by delivering or crediting Securities
of that series pursuant to Section 1302 (which Securities will, if not
previously delivered, accompany such certificate) and whether the Company
intends to exercise its right to make a permitted optional sinking fund payment
with respect to such series. Such certificate shall be irrevocable and upon its
delivery the Company shall be obligated to make the cash payment or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. In the case of the failure of the Company to deliver such
certificate, the sinking fund payment due on the next succeeding sinking fund
payment date for that series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of such Securities subject to a
mandatory sinking fund payment without the option to deliver or credit
Securities as provided in Section 1302 and without the right to make any
optional sinking fund payment, if any, with respect to such series.

          Not more than 60 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

          Prior to any sinking fund payment date, the Company shall pay to the
Trustee or a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) in cash a sum equal to
any interest that will accrue to the date fixed

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<PAGE>

for redemption of Securities or portions thereof to be redeemed on such sinking
fund payment date pursuant to this Section 1303.

          Notwithstanding the foregoing, with respect to a sinking fund for any
series of Securities, if at any time the amount of cash to be paid into such
sinking fund on the next succeeding sinking fund payment date, together with any
unused balance of any preceding sinking fund payment or payments for such
series, does not exceed in the aggregate $100,000, the Trustee, unless requested
by the Company, shall not give the next succeeding notice of the redemption of
Securities of such series through the operation of the sinking fund. Any such
unused balance of moneys deposited in such sinking fund shall be added to the
sinking fund payment for such series to be made in cash on the next succeeding
sinking fund payment date or, at the written request of the Company, shall be
applied at any time or from time to time to the purchase of Securities of such
series, by public or private purchase, in the open market or otherwise, at a
purchase price for such Securities (excluding accrued interest and brokerage
commissions, for which the Trustee or any Paying Agent will be promptly
reimbursed by the Company) not in excess of the principal amount thereof.

                                ARTICLE FOURTEEN

                         REPAYMENT AT OPTION OF HOLDERS

          SECTION 1401. Applicability of Article.

          Repayment of Securities of any series before their Stated Maturity at
the option of Holders thereof shall be made in accordance with the terms of such
Securities and (except as otherwise specified as contemplated by Section 301 for
Securities of any series) in accordance with this Article.

          SECTION 1402. Repayment of Securities.

          Securities of any series subject to repayment in whole or in part at
the option of the Holders thereof will, unless otherwise provided in the terms
of such Securities, be repaid at a price equal to the principal amount thereof,
together with interest, if any, thereon accrued to the Repayment Date specified
in or pursuant to the terms of such Securities. The Company covenants that on or
before the Repayment Date it will deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money (except as otherwise
specified pursuant to Section 301 for the Securities of such series) sufficient
to pay the principal (or, if so provided by the terms of the Securities of any
series, a percentage of the principal) of and (except if the Repayment Date
shall be an Interest Payment Date) accrued interest, if any, on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.

          SECTION 1403. Exercise of Option.

          Securities of any series subject to repayment at the option of the
Holders thereof will contain an "Option to Elect Repayment" form on the reverse
of such Securities. To be repaid at the option of the Holder, any Security so
providing for such repayment, with the "Option to Elect Repayment" form on the
reverse of such Security duly completed by the Holder

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<PAGE>

(or by the Holder's attorney duly authorized in writing), must be received by
the Company at the Place of Payment therefor specified in the terms of such
Security (or at such other place or places of which the Company shall from time
to time notify the Holders of such Securities) not earlier than 45 days nor
later than 30 days prior to the Repayment Date. If less than the entire
principal amount of such Security is to be repaid in accordance with the terms
of such Security, the principal amount of such Security to be repaid, in
increments of the minimum denomination for Securities of such series, and the
denomination or denominations of the Security or Securities to be issued to the
Holder for the portion of the principal amount of such Security surrendered that
is not to be repaid, must be specified. The principal amount of any Security
providing for repayment at the option of the Holder thereof may not be repaid in
part if, following such repayment, the unpaid principal amount of such Security
would be less than the minimum authorized denomination of Securities of the
series of which such Security to be repaid is a part. Except as otherwise may be
provided by the terms of any Security providing for repayment at the option of
the Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Company.

          SECTION 1404. When Securities Presented for Repayment Become Due and
Payable.

          If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
except to the extent provided below, shall be void.

          Upon surrender of any such Security for repayment in accordance with
such provisions, the principal amount of such Security so to be repaid shall be
paid by the Company, together with accrued interest, if any, to the Repayment
Date; provided, however, that, in the case of Securities, installments of
interest, if any, whose Stated Maturity is on or prior to the Repayment Date
shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 308.

          If the principal amount of any Security surrendered for repayment
shall not be so repaid upon surrender thereof, such principal amount (together
with interest, if any, thereon accrued to such Repayment Date) shall, until
paid, bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

          SECTION 1405. Securities Repaid in Part.

          Upon surrender of any Security which is to be repaid in part only, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge and at the expense of the
Company, a new Security or Securities of the same series, of any authorized
denomination specified by the Holder, in an aggregate principal

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<PAGE>

amount equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid.

                                ARTICLE FIFTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

          SECTION 1501. Company's Option to Effect Defeasance or Covenant
Defeasance.

          Except as otherwise specified as contemplated by Section 301 for
Securities of any series, the provisions of this Article Fifteen shall apply to
each series of Securities, and the Company may, at its option, effect defeasance
of the Securities of or within a series under Section 1502, or covenant
defeasance of the Securities of or within a series under Section 1503 in
accordance with the terms of such Securities and in accordance with this
Article.

          SECTION 1502. Defeasance and Discharge.

          Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company shall
be deemed to have been discharged from its obligations with respect to such
Outstanding Securities on the date the conditions set forth in Section 1504 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities, which shall thereafter
be deemed to be "Outstanding" only for the purposes of Section 1505 and the
other Sections of this Indenture referred to in (A) and (B) below, 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 execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities to receive,
solely from the trust fund described in Section 1504 and as more fully set forth
in such Section, payments in respect of the principal of (and premium, if any)
and interest, if any, on such Securities when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 305, 306,
307, 1002 and 1003 and with respect to the payment of Additional Amounts, if
any, on such Securities as contemplated by Section 1008, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this Article
Fifteen. Subject to compliance with this Article Fifteen, the Company may
exercise its option under this Section 1502 notwithstanding the prior exercise
of its option under Section 1503 with respect to such Securities.

          SECTION 1503. Covenant Defeasance.

          Upon the Company's exercise under Section 1501 of the option
applicable to this Section 1503 with respect to any Securities of or within a
series, the Company shall be released from its obligations under Sections 1006
and 1007, and if specified pursuant to Section 301, its obligations under any
other covenant, with respect to such Outstanding Securities on and after the
date the conditions set forth in Section 1504 are satisfied (hereinafter,
"covenant defeasance"), and such Securities shall thereafter be deemed to be not
"Outstanding" for the

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<PAGE>

purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "Outstanding" for all other purposes hereunder (it being
understood that such Securities shall not be deemed Outstanding for financial
accounting purposes). For this purpose, such covenant defeasance means that,
with respect to such Outstanding Securities, 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 covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of reference in any
such covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 501(3) or Section 501(7) or otherwise, as the case may be, but, except
as specified above, the remainder of this Indenture and such Securities shall be
unaffected thereby.

          SECTION 1504. Conditions to Defeasance or Covenant Defeasance.

          The following shall be the conditions to application of either Section
1502 or Section 1503 to any Outstanding Securities of or within 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 608 who shall agree to comply with the provisions of this
     Article Fifteen applicable to it) as trust funds in trust for the purpose
     of making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Securities, (A) an
     amount or (B) Government Obligations applicable to such Securities which
     through the scheduled payment of principal and interest in respect thereof
     in accordance with their terms will provide, not later than one day before
     the due date of any payment of principal of and premium, if any, and
     interest, if any, under such Securities 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,
     (i) the principal of (and premium, if any) and interest, if any, on such
     Outstanding Securities on the Stated Maturity (or Redemption Date, if
     applicable) of such principal (and premium, if any) or installment of
     interest, if any, and (ii) any mandatory sinking fund payments or analogous
     payments applicable to such Outstanding Securities on the day on which such
     payments are due and payable in accordance with the terms of this Indenture
     and of such Securities; provided that the Trustee shall have been
     irrevocably instructed to apply such money or the proceeds of such
     Government Obligations to said payments with respect to such Securities.
     Before such a deposit, the Company may give to the Trustee, in accordance
     with Section 1102 hereof, a notice of its election to redeem all or any
     portion of such Outstanding Securities at a future date in accordance with
     the terms of the Securities of such series and Article Eleven hereof, which
     notice shall be irrevocable. Such irrevocable redemption notice, if given,
     shall be given effect in applying the foregoing.

          (2) No Default or Event of Default with respect to such Securities
     shall have occurred and be continuing on the date of such deposit or,
     insofar as paragraphs (5) and (6) of Section 501 are concerned, at any time
     during the period ending on the 91st day

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     after the date of such deposit (it being understood that this condition
     shall not be deemed satisfied until the expiration of such period).

          (3) No event or condition shall exist that would prevent the Company
     from making payments of the principal of (and premium, if any) or interest
     on the Securities on the date of such deposit or at any time during the
     period ending on the 91st day after the date of such deposit (it being
     understood that this condition shall not be deemed satisfied until the
     expiration of such period).

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

          (5) In the case of an election under Section 1502, the Company shall
     have delivered to the Trustee an Opinion of Counsel stating that (x) the
     Company has received from, or there has been published by, the Internal
     Revenue Service a ruling, or (y) since the date of execution of this
     Indenture, there has been a change in the applicable federal income tax
     law, in either case to the effect that, and based thereon such opinion
     shall confirm that, the Holders of such Outstanding Securities will not
     recognize income, gain or loss for federal income tax purposes as a result
     of such 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 defeasance had not occurred.

          (6) In the case of an election under Section 1503, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Holders of such Outstanding Securities 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.

          (7) In the case of an election under either Section 1502 or 1503, the
     Company shall represent to the Trustee that the deposit made by the Company
     pursuant to its election under Section 1502 or 1503 was not made by the
     Company with the intent of preferring the Holders of Securities of any
     series over other creditors of the Company or with the intent of defeating,
     hindering, delaying or defrauding creditors of the Company or others.

          (8) Notwithstanding any other provisions of this Section, such
     defeasance or covenant defeasance shall be effected in compliance with any
     additional or substitute terms, conditions or limitations in connection
     therewith pursuant to Section 301.

          (9) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under Section 1502
     or the covenant defeasance under Section 1503 (as the case may be) have
     been complied with.

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          SECTION 1505. Deposited Money and Government Obligations to Be Held in
Trust; Other Miscellaneous Provisions.

          Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 1505, the
"Trustee") pursuant to Section 1504 in respect of such 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 (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities of
all sums due and to become due thereon in respect of principal (and premium, if
any) and interest, if any, but such money need not be segregated from other
funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1504 or the principal 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 such Outstanding Securities.

          Anything in this Article Fifteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company.
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 1504 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance, as applicable, in accordance with
this Article.

          SECTION 1506. Reinstatement.

          If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 1505 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and such
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 1502 or 1503, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 1505; provided, however, that if the Company makes any payment of
principal of (or premium, if any) or interest, if any, on any such Security
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money held by the Trustee or Paying Agent.

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

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

                                       ONEOK, INC.



                                       By:   /s/ Jim Kneale
                                          --------------------------------------
                                          Name:  Jim Kneale
                                          Title: Sr. V.P. CFO

                                       SUNTRUST BANK, as Trustee



                                       By:   /s/ George T. Hogan
                                          --------------------------------------
                                          Name:  George T. Hogan
                                          Title: Vice President

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