<PAGE>

                                   Exhibit 4.4

                        FBR Asset Investment Corporation

                                       TO

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

                                     Trustee




                                    Indenture

                           Dated as of ________, _____



                          Subordinated Debt Securities
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                                TABLE OF CONTENTS

                                                                            Page

                                   ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  Definitions.................................................   1
               Acquired Debt..............................................   2
               Act........................................................   2
               Additional Amounts.........................................   2
               Affiliate..................................................   2
               Authenticating Agent.......................................   2
               Authorized Newspaper.......................................   2
               Bankruptcy Law.............................................   2
               Bearer Security............................................   2
               Board of Directors.........................................   3
               Board Resolution...........................................   3
               Business Day...............................................   3
               Capital Stock..............................................   3
               CEDEL......................................................   3
               Commission.................................................   3
               Consolidated Income Available for Debt
                  Service.................................................   3
               Conversion Event...........................................   3
               Corporate Trust Office.....................................   3
               corporation................................................   4
               coupon.....................................................   4
               Custodian..................................................   4
               Defaulted Interest.........................................   4
               Dollar or $................................................   4
               DTC........................................................   4
               ECU........................................................   4
               Euroclear..................................................   4
               European Communities.......................................   4
               European Monetary System...................................   4
               Event of Default...........................................   4
               Exchange Act...............................................   4
               Foreign Currency...........................................   4
               GAAP.......................................................   5
               Government Obligations.....................................   5
               Holder.....................................................   5
               Indenture..................................................   5
               Indexed Security...........................................   6
               interest...................................................   6
               Interest Payment Date......................................   6
               Make-Whole Amount..........................................   6
               Maturity...................................................   6
               Officers' Certificate......................................   6

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               Opinion of Counsel.........................................   6
               Original Issue Discount Security...........................   6
               Outstanding................................................   6
               Paying Agent...............................................   8
               Person.....................................................   8
               Place of Payment...........................................   8
               Predecessor Security.......................................   8
               Redemption Date............................................   8
               Redemption Price...........................................   8
               Registered Security........................................   8
               Regular Record Date........................................   8
               Repayment Date.............................................   8
               Repayment Price............................................   8
               Responsible Officer........................................   9
               Securities Act.............................................   9
               Security...................................................   9
               Security Register and Security
                  Registrar...............................................   9
               Senior Debt................................................   9
               Significant Subsidiary.....................................  10
               Special Record Date........................................  10
               Stated Maturity............................................  10
               Subsidiary.................................................  10
               Company....................................................  10
               Company Indenture Act or TIA...............................  10
               Company Request and Company Order..........................  10
               Trustee....................................................  10
               United States..............................................  11
               United States person.......................................  11
               Yield to Maturity..........................................  11
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.......................  14
SECTION 106.  Notice to Holders; Waiver...................................  14
SECTION 107.  Effect of Headings and Table of Contents....................  15
SECTION 108.  Successors and Assigns......................................  16
SECTION 109.  Separability Clause.........................................  16
SECTION 110.  Benefits of Indenture.......................................  16
SECTION 111.  No Personal Liability.......................................  16
SECTION 112.  Governing Law...............................................  16
SECTION 113.  Legal Holidays..............................................  16

                                   ARTICLE TWO

                    SECURITIES FORMS

SECTION 201.  Forms of Securities.........................................  17
SECTION 202.  Form of Trustee's Certificate of
               Authentication.............................................  17
SECTION 203.  Securities Issuable in Global Form..........................  18


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                                  ARTICLE THREE

                     THE SECURITIES

SECTION 301.  Amount Unlimited; Issuable in Series........................  18
SECTION 302.  Denominations...............................................  22
SECTION 303.  Execution, Authentication Delivery and
               Dating.....................................................  23
SECTION 304.  Temporary Securities........................................  25
SECTION 305.  Registration, Registration of Transfer
               and Exchange...............................................  27
SECTION 306.  Mutilated, Destroyed, Lost and Stolen
               Securities.................................................  31
SECTION 307.  Payment of Interest; Interest Rights
               Preserved..................................................  32
SECTION 308.  Persons Deemed Owners.......................................  34
SECTION 309.  Cancellation................................................  35
SECTION 310.  Computation of Interest.....................................  35

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.....................  36
SECTION 402.  Application of Company Funds................................  37

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.  Events of Default...........................................  37
SECTION 502.  Acceleration of Maturity; Rescission and
               Annulment..................................................  39
SECTION 503.  Collection of Indebtedness and Suits for
               Enforcement by Trustee.....................................  40
SECTION 504.  Trustee May File Proofs of Claim............................  41
SECTION 505.  Trustee May Enforce Claims Without
               Possession of Securities or Coupons........................  42
SECTION 506.  Application of Money Collected..............................  42
SECTION 507.  Limitation on Suits.........................................  43
SECTION 508.  Unconditional Right of Holders to Receive
               Principal, Premium or Make-Whole
               Amount, if any, Interest and Additional
               Amounts....................................................  44
SECTION 509.  Restoration of Rights and Remedies..........................  44
SECTION 510.  Rights and Remedies Cumulative..............................  44
SECTION 511.  Delay or Omission Not Waiver................................  44
SECTION 512.  Control by Holders of Securities............................  45
SECTION 513.  Waiver of Past Defaults.....................................  45
SECTION 514.  Waiver of Usury, Stay or Extension Laws.....................  45
SECTION 515.  Undertaking for Costs.......................................  46


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                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.  Notice of Defaults..........................................  46
SECTION 602.  Certain Rights of Trustee...................................  46
SECTION 603.  Not Responsible for Recitals or Issuance
               of Securities..............................................  48
SECTION 604.  May Hold Securities.........................................  48
SECTION 605.  Money Held in Company.......................................  48
SECTION 606.  Compensation and Reimbursement..............................  48
SECTION 607.  Corporate Trustee Required; Eligibility;
               Conflicting Interests......................................  49
SECTION 608.  Resignation and Removal; Appointment of
               Successor..................................................  49
SECTION 609.  Acceptance of Appointment By Successor......................  51
SECTION 610.  Merger, Conversion, Consolidation or
               Succession to Business.....................................  52
SECTION 611.  Appointment of Authenticating Agent.........................  53

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Disclosure of Names and Addresses of
               Holders....................................................  54
SECTION 702.  Reports by Trustee..........................................  55
SECTION 703.  Reports by Company..........................................  55
SECTION 704.  Company to Furnish Trustee Names and
               Addresses of Holders.......................................  55

                                  ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

SECTION 801.  Consolidations and Mergers of Company and
               Sales, Leases and Conveyances Permitted
               Subject to Certain Conditions..............................  56
SECTION 802.  Rights and Duties of Successor
               Corporation................................................  56
SECTION 803.  Officers' Certificate and Opinion of
               Counsel....................................................  57

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent
               of Holders.................................................  57
SECTION 902.  Supplemental Indentures with Consent of
               Holders....................................................  59
SECTION 903.  Execution of Supplemental Indentures........................  60

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SECTION 904.  Effect of Supplemental Indentures...........................  60
SECTION 905.  Conformity with Company Indenture Act.......................  60
SECTION 906.  Reference in Securities to Supplemental
               Indentures.................................................  61
SECTION 907.  Notice of Supplemental Indentures...........................  61

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001. Payment of Principal, Premium or Make-
               Whole Amount, if any, Interest and
               Additional Amounts.........................................  61
SECTION 1002. Maintenance of Office or Agency.............................  61
SECTION 1003. Money for Securities Payments to Be Held
               in Company.................................................  63
SECTION 1004. [Omitted]...................................................  65
SECTION 1005. Existence...................................................  65
SECTION 1006. Maintenance of Properties...................................  65
SECTION 1007. Insurance...................................................  65
SECTION 1008. Payment of Taxes and Other Claims...........................  65
SECTION 1009. Provision of Financial Information..........................  66
SECTION 1010. Statement as to Compliance..................................  66
SECTION 1011. Additional Amounts..........................................  66
SECTION 1012. Waiver of Certain Covenants.................................  67

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article....................................  68
SECTION 1102. Election to Redeem; Notice to Trustee.......................  68
SECTION 1103. Selection by Trustee of Securities to Be
               Redeemed...................................................  68
SECTION 1104. Notice of Redemption........................................  69
SECTION 1105. Deposit of Redemption Price.................................  70
SECTION 1106. Securities Payable on Redemption Date.......................  71
SECTION 1107. Securities Redeemed in Part.................................  71


                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201. Applicability of Article....................................  72
SECTION 1202. Satisfaction of Sinking Fund Payments
               with Securities............................................  72
SECTION 1203. Redemption of Securities for Sinking
               Fund.......................................................  73

                                ARTICLE THIRTEEN


                                        v
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                       REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. Applicability of Article....................................  73
SECTION 1302. Repayment of Securities.....................................  73
SECTION 1303. Exercise of Option..........................................  74
SECTION 1304. When Securities Presented for Repayment
               Become Due and Payable.....................................  74
SECTION 1305. Securities Repaid in Part...................................  75

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Applicability of Article; Company's Option
               to Effect Defeasance or Covenant
               Defeasance.................................................  76
SECTION 1402  Defeasance and Discharge....................................  76
SECTION 1403. Covenant Defeasance.........................................  77
SECTION 1404. Conditions to Defeasance or Covenant
               Defeasance.................................................  77
SECTION 1405. Deposited Money and Government
               Obligations to Be Held in Trust; Other
               Miscellaneous Provisions...................................  79

                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501. Purposes for Which Meetings May Be
               Called.....................................................  80
SECTION 1502. Call, Notice and Place of Meetings..........................  80
SECTION 1503. Persons Entitled to Vote at Meetings........................  81
SECTION 1504. Quorum; Action..............................................  81
SECTION 1505. Determination of Voting Rights; Conduct
               and Adjournment of Meetings................................  82
SECTION 1506. Counting Votes and Recording Action of
               Meetings...................................................  83
SECTION 1507. Evidence of Action Taken by Holders.........................  83
SECTION 1508. Proof of Execution of Instruments...........................  84

                                 ARTICLE SIXTEEN

                                  SUBORDINATION

SECTION 1601. Agreement to Subordinate....................................  84
SECTION 1602. Liquidation; Dissolution; Bankruptcy........................  84
SECTION 1603. Default on Senior Debt......................................  84
SECTION 1604. Acceleration of Securities..................................  85
SECTION 1605. When Distribution Must Be Paid Over.........................  85
SECTION 1606. Notice by Company...........................................  85
SECTION 1607. Subrogation.................................................  85
SECTION 1608. Relative Rights.............................................  86


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SECTION 1609. Subordination May Not Be Impaired by
               Company....................................................  86
SECTION 1610. Distribution or Notice to Representative....................  86


TESTIMONIUM

SIGNATURES AND SEALS

AKNOWLEDGMENTS

EXHIBIT A   FORMS OF CERTIFICATION


                                       vii
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                        FBR Asset Investment Corporation

Reconciliation and tie between Company Indenture Act of 1939, as amended (the
"1939 Act"), and Indenture, dated as of _________, ____



Company Indenture Act Section                                 Indenture Section

(Section) 310 (a)(1)........................................       607(a)
      (a)(2)................................................       607(a)
      (b)...................................................       607(b), 608
(Section) 312 (c)...........................................       701
(Section) 314 (a)...........................................       703
      (a)(4)................................................       1011
      (c)(1)................................................       102
      (c)(2)................................................       102
      (e)...................................................       102
(Section) 315 (b)...........................................       601
(Section) 316 (a) (last sentence)........................... 101 ("Outstanding")
      (a)(1)(A).............................................       502, 512
      (a)(1)(B).............................................       513
      (b)...................................................       508
(Section) 317 (a)(1)........................................       503
      (a)(2)................................................       504
(Section) 318 (a)...........................................       112
      (c)...................................................       112

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

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

         Attention should also be directed to Section 318(c) of the 1939 Act,
         which provides that the provisions of Sections 310 to and including 317
         of the 1939 Act are a part of and govern every qualified indenture,
         whether or not physically contained therein.

                                      viii
<PAGE>

         INDENTURE, dated as of __________, ______, between FBR Asset Investment
Corporation, a Virginia corporation (hereinafter called the "Company"), having
its principal office at 1001 Nineteenth Street North, Arlington, Virginia 22209,
and _____________________________, a Virginia banking corporation, as Trustee
hereunder hereinafter called the "Trustee"), having its Corporate Company Office
at _______________________________________________.

                             RECITALS OF THE COMPANY

         The Company deems it necessary to issue from time to time for its
lawful purposes subordinated debt securities (hereinafter called the
"Securities") evidencing its unsecured subordinated indebtedness, and has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of the Securities, unlimited as to aggregate
principal amount, to bear interest at the rates or formulas, to mature at such
times and to have such other provisions as shall be fixed therefor as
hereinafter provided.

         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, 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 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
         TIA, 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 TIA;
<PAGE>

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

                  (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, Article Five, Article
Six and Article Ten, are defined in those Articles. In addition, the following
terms shall have the indicated respective meanings:

         "Acquired Debt" means Debt of a Person (i) existing at the time such
Person becomes a Subsidiary or (ii) assumed in connection with the acquisition
of assets from such Person, in each case, other than Debt incurred in connection
with, or in contemplation of, such Person becoming a Subsidiary or such
acquisition. Acquired Debt shall be deemed to be incurred on the date of the
related acquisition of assets from any Person or the date the acquired Person
becomes a Subsidiary.

         "Act" has the meaning specified in Section 104.

         "Additional Amounts" means any additional amounts which are required by
a Security, under circumstances specified therein, to be paid by the Company in
respect of certain taxes imposed on certain Holders and which are owing to such
Holders.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For 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.

         "Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 611.

         "Authorized Newspaper" means a newspaper, printed 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. Whenever
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different Authorized
Newspapers in the same city

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<PAGE>

meeting the foregoing requirements and in each case on any Business Day.

         "Bankruptcy Law" has the meaning specified in Section 501.

         "Bearer Security" means a Security which is payable to bearer.

         "Board of Directors" means the Board of Directors of the Company, the
executive committee or any other committee of that board duly authorized to act
for it in respect hereof.

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

         "Business Day," when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions in that Place of Payment or
particular location are authorized or required by law, regulation or executive
order to close.

         "Capital Stock" means, with respect to any Person, any capital stock
(including preferred stock), shares, interests, participations or other
ownership interests (however designated) of such Person and any rights (other
than debt securities convertible or exchangeable for corporate stock), warrants
or options to purchase any thereof.

         "CEDEL" means Centrale de Livraison de Valeurs Mobilieres, S.A., 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
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Company Indenture Act, then the body
performing such duties on such date.

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

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

         "Conversion Event" means the cessation of use of (i) a Foreign Currency
(other than the ECU or other currency unit) both by the government of the
country which issued such currency and for the settlement of transactions by a
central bank or other public institutions of or within the international banking
community, (ii) the ECU both within the European Monetary System and for the
settlement of transactions by public institutions of or within the European
Communities or (iii) any currency unit (or

                                        3
<PAGE>

composite currency) other than the ECU for the purposes for which it was
established.

         "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 at the date hereof is located at
______________________________________________.

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

         "coupon" means any interest coupon appertaining to a Bearer Security.

         "Custodian" has the meaning set forth in Section 501.

         "Defaulted Interest"has the meaning specifiedin Section 307.

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

         "DTC" means The Depository Company Company.

         "ECU" means the European Currency Unit as defined and revised from time
to time by the Council of the European Communities.

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

         "European Communities" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community.

         "European Monetary System" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

         "Event of Default" has the meaning specified in Article Five.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder by the Commission.

         "Foreign Currency" means any currency, currency unit or composite
currency, including, without limitation, the ECU, issued by the government of
one or more countries other than the

                                        4
<PAGE>

United States of America or by any recognized confederation or association of
such governments.

         "GAAP" means generally accepted accounting principles as used in the
United States applied on a consistent basis as in effect from time to time;
provided, that solely for purposes of any calculation required by the financial
covenants contained herein, "GAAP" shall mean generally accepted accounting
principles as used in the United States on the date hereof, applied on a
consistent basis.

         "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the government which issued the
Foreign Currency in which the Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the Foreign
Currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, 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 on or principal of the Government Obligation evidenced by such
depository receipt.

         "Holder" means, in the case of a Registered Security, the Person in
whose name a Security is registered in the Security Register and, in the case of
a Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

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

                                        5
<PAGE>

hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of the or those 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, shall mean
interest payable after Maturity, and, when used with respect to a Security which
provides for the payment of Additional Amounts pursuant to Section 1011,
includes such Additional Amounts.

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

         "Make-Whole Amount" means the amount, if any, in addition to principal
which is required by a Security, under the terms and conditions specified
therein or as otherwise specified as contemplated by Section 301, to be paid by
the Company to the Holder thereof in connection with any optional redemption or
accelerated payment of such Security.

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

         "Officers' Certificate" means a certificate signed by the President or
a Vice President and by the Treasurer, an Assistant Treasurer, the Secretary of
an Assistant Secretary, of the Company, and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Companyor other counsel satisfactory to the
Trustee.

                                        6
<PAGE>

         "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.

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

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

                  (ii)   Securities, or portions thereof, for whose payment or
         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 and any coupons
         appertaining thereto; provided that, if such Securities are to be
         redeemed, notice of such redemption has been duly given pursuant to
         this Indenture or other provision therefor satisfactory to the Trustee
         has been made;

                  (iii)  Securities, except solely to the extent provided in
         Sections 1402 or 1403, as applicable, with respect to which the Company
         has effected defeasance and/or covenant defeasance as provided in
         Article Fourteen;

                  (iv)   Securities which have been paid pursuant to Section 306
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company; and

                  (v)    Securities converted into Capital Stock of the Company
         pursuant to or in accordance with this Indenture if the terms of such
         Securities provide for convertibility pursuant to Section 301;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder 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

                                        7
<PAGE>

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 Security denominated in a Foreign Currency that may be counted in
making such determination or calculation and that shall be deemed Outstanding
for such purpose shall be equal to the Dollar equivalent, determined pursuant to
Section 301 as of the date such Security is originally issued by the Company, of
the principal amount (or, in the case of an Original Issue Discount Security,
the Dollar equivalent as of such date of original issuance of the amount
determined as provided in clause (i) above) of such Security, (iii) 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 Indexed
Security pursuant to Section 301, and (iv) 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 knows to
be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium or Make-Whole Amount, if any) or interest on any
Securities or coupons on behalf of the Company, or if no such Person is
authorized, the Company.

         "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 or
Make-Whole Amount, if any) and interest 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

                                        8
<PAGE>

delivered under Section 306 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security or a Security to which a mutilated,
destroyed, lost or stolen coupon appertains shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security or the Security to
which the mutilated, destroyed, lost or stolen coupon appertains.

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

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

         "Registered Security" means any Security which is registered in the
Security Register.

         "Regular Record Date" for the installment of interest payable on any
Interest Payment Date on the Registered Securities of or within any series means
the date specified for that purpose as contemplated by Section 301, whether or
not a Business Day.

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

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

         "Representative" means the indenture trustee or other trustee, agent or
representative for an issue of Senior Debt.

         "Responsible Officer" means, when used with respect to the Trustee, any
officer of the Trustee assigned by the Trustee to administer its corporate trust
matters.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder by the Commission.

         "Security" has the meaning stated in the first recital of this
Indenture and, more particularly, means any Security or 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

                                        9
<PAGE>

and shall more particularly mean Securities authenticated and delivered under
this Indenture, exclusive, however, of Securities of or within any series as to
which such Person is not Trustee.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

         "Senior Debt" means the principal of and interest on, or substantially
similar payments to be made by the Company in respect of, the following, whether
outstanding at the date of execution of this Indenture or thereafter incurred,
created or assumed: (a) indebtedness of the Company for money borrowed or
represented by purchase-money obligations, (b) indebtedness of the Company
evidenced by notes, debentures, or bonds, or other securities issued under the
provisions of an indenture, fiscal agency agreement or other instrument, (c)
obligations of the Company as lessee under leases of property either made as
part of any sale and lease-back transaction to which the Company is a party or
otherwise, (d) indebtedness of partnerships and joint ventures which is included
in the Company's consolidated financial statements, (e) indebtedness,
obligations and liabilities of others in respect of which the Company is liable
contingently or otherwise to pay or advance money or property or as guarantor,
endorser or otherwise or which the Company has agreed to purchase or otherwise
acquire, and (f) any binding commitment of the Company to fund any real estate
investment or to fund any investment in any entity making such real estate
investment; but excluding, however, (1) any such indebtedness, obligation or
liability referred to in clauses (a) through (f) above as to which, in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such indebtedness, obligation or liability is
not superior in right of payment to the Securities, or ranks pari passu with the
Securities, (2) any such indebtedness, obligation or liability which is
subordinated to indebtedness of the Company to substantially the same extent as
or to a greater extent than the Securities are subordinated and (3) the
Securities. As used in the preceding sentence the term "purchase-money
obligations" shall mean indebtedness or obligations evidenced by a note,
debenture, bond or other instrument (whether or not secured by any lien or other
security interest but excluding indebtedness or obligations for which recourse
is limited to the property purchased) issued or assumed as all or a part of the
consideration for the acquisition of property, whether by purchase, merger,
consolidation or otherwise, but shall not include any trade accounts payable. A
distribution may consist of cash, securities or other property.

         "Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" (within the meaning of Regulation S-X, promulgated under the
Securities Act) of the Company.

                                       10
<PAGE>

         "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Trustee
pursuant to Section 307.

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

         "Subsidiary" means, with respect to any Person, any corporation or
other entity of which a majority of (a) the voting power of the voting equity
securities or (b) the outstanding equity interests of which are owned, directly
or indirectly, by such Person. For the purposes of this definition, "voting
equity securities" means equity securities having voting power for the election
of directors, whether at all times or only so long as no senior class of
security has such voting power by reason of any contingency.

         "Company Indenture Act" or "TIA" means the Company 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 or within any series shall
mean only the Trustee with respect to the Securities of that series.

         "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.

                                       11
<PAGE>

         "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.

         "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 covenants, compliance with which
constitute conditions 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 with respect to compliance with a
condition or covenant provided for in this Indenture (excluding certificates
delivered pursuant to Section 1010) shall include:

                  (1)    a statement that each individual signing such
         certificate or opinion has read such condition or covenant 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 condition or covenant has been complied with; and

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

                                       12
<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 as 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 an Opinion of Counsel, or a
certificate or representations by counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the opinion, certificate or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such Opinion of Counsel or certificate or
representations 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 as to such factual matters is in the
possession of the Company, unless such counsel knows that the certificate or
opinion or representations as 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. If Securities
         of a series are issuable as Bearer Securities, any request, demand,
         authorization, direction, notice, consent, waiver or other action
         provided by this Indenture to be given or taken by Holders of
         Securities of such series may, alternatively, be embodied in and
         evidenced by the record of Holders of Securities of such series voting
         in favor thereof, whether in person or by proxies duly appointed in
         writing, at any meeting of Holders of Securities of such series duly
         called and held in accordance with the provisions of Article Fifteen,
         or a combination of such instruments and any such record. Except as
         herein otherwise expressly provided, such action shall become

                                       13
<PAGE>

         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 conclusive in favor of the Trustee and
         the Company and any agent of the Trustee or the Company, if made in the
         manner provided in this Section. The record of any meeting of Holders
         of Securities shall be proved in the manner provided in Section 1506.

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

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

                  (d)    The ownership of Bearer Securities may be proved by the
         production of such Bearer Securities or by a certificate executed, as
         depositary, by any trust company, bank, banker or other depositary,
         wherever situated, if such certificate shall be deemed by the Trustee
         to be satisfactory, showing that at the date therein mentioned such
         Person had on deposit with such depositary, or exhibited to it, the
         Bearer Securities therein described; or such facts may be proved by the
         certificate or affidavit of the Person holding such Bearer Securities,
         if such certificate or affidavit is deemed by the Trustee to be
         satisfactory. The Trustee and the Company may assume that such
         ownership of any Bearer Security continues until (1) another
         certificate or affidavit bearing a later date issued in respect of the
         same Bearer Security is produced, or (2) such Bearer Security is
         produced to the Trustee by some other Person, or (3) such Bearer
         Security is surrendered in exchange for a Registered Security, or (4)
         such Bearer

                                       14
<PAGE>

         Security is no longer Outstanding. The ownership of Bearer Securities
         may also be proved in any other manner which the Trustee deems
         sufficient.

                  (e)    If the Company shall solicit from the Holders of
         Registered Securities any request, demand, authorization, direction,
         notice, consent, waiver or other Act, the Company may, at its option,
         in or pursuant to a Board Resolution, fix in advance a record date for
         the determination of 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), such record date shall be the record date specified in or
         pursuant to such Board Resolution, which shall be a date not earlier
         than the date 30 days prior to the first solicitation of Holders
         generally in connection therewith and not 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 Outstanding Securities have authorized or
         agreed or consented to such request, demand, authorization, direction,
         notice, consent, waiver or other Act, and for that purpose the
         Outstanding Securities shall be computed as of such record date;
         provided that no such authorization, agreement or consent 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 eleven months after the record date.

                  (f)    Any request, demand, authorization, direction, notice,
         consent, waiver or other Act of the Holder of any Security shall bind
         every future Holder of the same Security and the Holder of every
         Security issued upon the registration of transfer thereof or in
         exchange therefor or in lieu thereof in respect of anything done,
         omitted or suffered to be done by the Trustee, any Security Registrar,
         any Paying Agent, any Authenticating 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,

                                       15
<PAGE>

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

                  (2)    The Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first class postage
         prepaid, to the Company addressed to it at the address of its principal
         office specified in the first paragraph of this Indenture 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
Registered 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 such Holder affected by such
event, at his address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Holders of Registered 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 Registered Securities or the sufficiency
of any notice to Holders of Bearer Securities given as provided herein. Any
notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually
receives such notice.

         If by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification to Holders of Registered Securities as
shall be made with the approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.

         Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given if published in an Authorized Newspaper in The City
of New York and in such other city or cities as may be specified in such
Securities, and if the Securities of such series are listed on any stock
exchange outside the United States, in any place at which such Securities are
listed on a securities exchange to the extent that such securities exchange so
requires, on a Business Day, such publication to be not later than the latest
date, and

                                       16
<PAGE>

not earlier than the earliest date, prescribed for the giving of such notice.
Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first such
publication.

         If by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.

         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.    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 108.    Successors and Assigns.

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

         SECTION 109.    Separability Clause.

         In case any provision in this Indenture or in any Security or coupon
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.

                                       17
<PAGE>

         SECTION 110.    Benefits of Indenture.

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

         SECTION 111.    No Personal Liability.

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, in any Security or coupon appertaining thereto, or
because of any indebtedness evidenced thereby, shall be had against any
promoter, as such or, against any past, present or future shareholder, officer
or director, as such, of the Company or of any successor, either directly or
through the Company or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities by the Holders thereof and as
part of the consideration for the issue of the Securities.

         SECTION 112.    Governing Law.

         This Indenture and the Securities and coupons shall be governed by and
construed in accordance with the law of the Commonwealth of Virginia. This
Indenture is subject to the provisions of the TIA 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, Repayment
Date, sinking fund payment date, Stated Maturity or Maturity of any Security
shall not be a Business Day at any Place of Payment, then (notwithstanding any
other provision of this Indenture or any Security or coupon other than a
provision in the Securities of any series which specifically states that such
provision shall apply in lieu hereof), payment of interest or any Additional
Amounts or principal (and premium or Make-Whole Amount, if any) need not be made
at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund
payment date, or at the Stated Maturity or Maturity, provided that no interest
shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment
date, Stated Maturity or Maturity, as the case may be.

                                       18
<PAGE>

                                   ARTICLE TWO

                                SECURITIES FORMS

         SECTION 201.    Forms of Securities.

         The Registered Securities, if any, of each series and the Bearer
Securities, if any, and related coupons of each series, shall be in
substantially the forms as shall be established in or pursuant to one or more
indentures supplemental hereto or Board Resolutions, shall have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements placed thereon as the Company may deem appropriate and
as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Securities may be listed, or to conform to usage.

         Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

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

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

         Subject to Section 611, the Trustee's certificate of authentication
shall be in substantially the following form:

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

                                       CRESTAR BANK, as Trustee


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


         SECTION 203.    Securities Issuable in Global Form.

         If Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding clause (8) of
Section 301 and the provisions of Section 302, any such Security shall represent
such of the

                                       19
<PAGE>

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 304. Subject to the provisions of Section 303
and, if applicable, Section 304, 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 304 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 307, unless otherwise
specified as contemplated by Section 301, payment of principal of and any
premium or Make-Whole Amount and interest on any Security in permanent global
form shall be made to the Person or Persons specified therein.

         Notwithstanding the provisions of Section 308 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 (i) in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or CEDEL.

                                  ARTICLE THREE

                                 THE SECURITIES


                                       20
<PAGE>

         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 or pursuant to one or more Board Resolutions, or 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 (15) below), if so provided, may be determined
from time to time by the Company with respect to unissued Securities of or
within the series when issued from time to time):

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

                  (2)    any limit upon the aggregate principal amount of the
         Securities of or within the series that may be authenticated and
         delivered under this Indenture (except for Securities authenticated and
         delivered upon registration of transfer of, or in exchange for, or in
         lieu of, other Securities of or within the series pursuant to Section
         304, 305, 306, 906, 1107 or 1305);

                  (3)    the date or dates, or the method by which such date or
         dates will be determined, on which the principal of the Securities of
         or within the series shall be payable and the amount of principal
         payable thereon;

                  (4)    the rate or rates at which the Securities of or within
         the series shall bear interest, if any, or the method by which such
         rate or rates shall be determined, the date or dates from which such
         interest shall accrue or the method by which such date or dates shall
         be determined, the Interest Payment Dates on which such interest will
         be payable and the Regular Record Date, if any, for the interest
         payable on any Registered Security on any Interest Payment Date, or the
         method by which such date shall be determined, and the basis upon which
         interest shall be calculated if other than that of a 360-day year
         consisting of twelve 30-day months;

                  (5)    the place or places, if any, other than or in addition
         to the Borough of Manhattan, The City of New York, where the principal
         of (and premium or Make-Whole Amount, if any), interest, if any, on,
         and Additional Amounts, if any, payable in respect of, Securities of or
         within the series shall be payable, any Registered Securities of or
         within the series may be surrendered for registration of transfer,
         exchange or conversion and notices or demands to or upon the

                                       21
<PAGE>

         Company in respect of the Securities of or within the series and this
         Indenture may be served;

                  (6)    the period or periods within which, the price or prices
         (including the premium or Make-Whole Amount, if any) at which, the
         currency or currencies, currency unit or units or composite currency or
         currencies in which and other terms and conditions upon which
         Securities of or within the series may be redeemed in whole or in part,
         at the option of the Company, if the Company is to have the option;

                  (7)    the obligation, if any, of the Company to redeem, repay
         or purchase Securities of or within the series pursuant to any sinking
         fund or analogous provision or at the option of a Holder thereof, and
         the period or periods within which or the date or dates on which, the
         price or prices at which, the currency or currencies, currency unit or
         units or composite currency or currencies in which, and other terms and
         conditions upon which Securities of or within the series shall be
         redeemed, repaid or purchased, in whole or in part, pursuant to such
         obligation;

                  (8)    if other than denominations of $1,000 and any integral
         multiple thereof, the denominations in which any Registered Securities
         of or within the series shall be issuable and, if other than the
         denomination of $5,000, the denomination or denominations in which any
         Bearer Securities of or within the series shall be issuable;

                  (9)    if other than the Trustee, the identity of each
         Security Registrar and/or Paying Agent;

                  (10)   if other than the principal amount thereof, the portion
         of the principal amount of Securities of or within the series that
         shall be payable upon declaration of acceleration of the maturity
         thereof pursuant to Section 502 or, if applicable, the portion of the
         principal amount of Securities of or within the series that is
         convertible in accordance with the provisions of this Indenture, or the
         method by which such portion shall be determined;

                  (11)   if other than Dollars, the Foreign Currency or
         Currencies in which payment of the principal of (and premium or
         Make-Whole Amount, if any) or interest or Additional Amounts, if any,
         on the Securities of or within the series shall be payable or in which
         the Securities of or within the series shall be denominated;

                  (12)   whether the amount of payments of principal of (and
         premium or Make-Whole Amount, if any) or interest, if any, on the
         Securities of or within the series may be determined with reference to
         an index, formula or other

                                       22
<PAGE>

         method (which index, formula or method may be based, without
         limitation, on one or more currencies, currency units, composite
         currencies, commodities, equity indices or other indices), and the
         manner in which such amounts shall be determined;

                  (13)   whether the principal of (and premium or Make- Whole
         Amount, if any) or interest or Additional Amounts, if any, on the
         Securities of or within the series are to be payable, at the election
         of the Company or a Holder thereof, in a currency or currencies,
         currency unit or units or composite currency or currencies other than
         that in which such Securities are denominated or stated to be payable,
         the period or periods within which, and the terms and conditions upon
         which, such election may be made, and the time and manner of, and
         identity of the exchange rate agent with responsibility for,
         determining the exchange rate between the currency or currencies,
         currency unit or units or composite currency or currencies in which
         such Securities are denominated or stated to be payable and the
         currency or currencies, currency unit or units or composite currency or
         currencies in which such Securities are to be so payable;

                  (14)   provisions, if any, granting special rights to the
         Holders of Securities of or within the series upon the occurrence of
         such events as may be specified;

                  (15)   any deletions from, modifications of or additions to
         the Events of Default or covenants of the Company with respect to
         Securities of or within the series, whether or not such Events of
         Default or covenants are consistent with the Events of Default or
         covenants set forth herein;

                  (16)   whether Securities of or within the series are to be
         issuable as Registered Securities, Bearer Securities (with or without
         coupons) or both, any restrictions applicable to the offer, sale or
         delivery of Bearer Securities and the terms upon which Bearer
         Securities of or within the series may be exchanged for Registered
         Securities of or within the series and vice versa (if permitted by
         applicable laws and regulations), whether any Securities of or within
         the series are to be issuable initially in temporary global form and
         whether any Securities of or within the series are to be issuable in
         permanent global form (with or without coupons) and, if so, whether
         beneficial owners of interests in any such permanent global Security
         may exchange such interests for Securities of such series and of like
         tenor of any authorized form and denomination and the circumstances
         under which any such exchanges may occur, if other than in the manner
         provided in Section 305, and, if Registered Securities of or within the

                                       23
<PAGE>

         series are to be issuable as a global Security, the identity of the
         depositary for such series;

                  (17)   the date as of which any Bearer Securities of or within
         the series and any temporary global Security representing Outstanding
         Securities of or within the series shall be dated if other than the
         date of original issuance of the first Security of the series to be
         issued;

                  (18)   the Person to whom any interest on any Registered
         Security of the series shall be payable, if other than the Person in
         whose name that Security (or one or more Predecessor Securities) is
         registered at the close of business on the Regular Record Date for such
         interest, the manner in which, or the Person to whom, any interest on
         any Bearer Security of the series shall be payable, if otherwise than
         upon presentation and surrender of the coupons appertaining thereto as
         they severally mature, and the extent to which, or the manner in which,
         any interest payable on a temporary global Security on an Interest
         Payment Date will be paid if other than in the manner provided in
         Section 304;

                  (19)   the applicability, if any, of Sections 1402 and/or 1403
         to the Securities of or within the series and any provisions in
         modification of, in addition to or in lieu of any of the provisions of
         Article Fourteen;

                  (20)   if the Securities of such series are to be issuable in
         definitive form (whether upon original issue or upon exchange of a
         temporary Security of such series) only upon receipt of certain
         certificates or other documents or satisfaction of other conditions,
         then the form and/or terms of such certificates, documents or
         conditions;

                  (21)   if the Securities of or within the series are to be
         issued upon the exercise of debt warrants, the time, manner and place
         for such Securities to be authenticated and delivered;

                  (22)   whether and under what circumstances the Company will
         pay Additional Amounts as contemplated by Section 1011 on the
         Securities of or within the series to any Holder who is not a United
         States person (including any modification to the definition of such
         term) in respect of any tax, assessment or governmental charge and, if
         so, whether the Company will have the option to redeem such Securities
         rather than pay such Additional Amounts (and the terms of any such
         option);

                  (23)   the obligation, if any, of the Company to permit the
         conversion of the Securities of such series into shares of

                                       24
<PAGE>

         Capital Stock of the Company and the terms and conditions upon which
         such conversion shall be effected (including, without limitation, the
         initial conversion price or rate, the conversion period, any adjustment
         of the applicable conversion price or rate and any requirements
         relative to the reservation of such shares for purposes of conversion);
         and

                  (24)   any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture).

         All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series, if any, shall be substantially identical
except, in the case of Registered or Bearer Securities issued in global form, as
to denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or in any such indenture supplemental hereto. All Securities of
any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

         If any of the terms of the Securities of any series are established by
action taken pursuant to one or more Board Resolutions, a copy of an appropriate
record of such action(s) shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order for authentication and delivery of such
Securities.

         SECTION 302.    Denominations.

         The Securities of each series shall be issuable in such denominations
as shall be specified as contemplated by Section 301. With respect to Securities
of any series denominated in Dollars, in the absence of any such provisions with
respect to the Securities of any series, the Registered Securities of such
series, other than Registered Securities issued in global form (which may be of
any denomination), shall be issuable in denominations of $1,000 and any integral
multiple thereof and the Bearer Securities of such series other than Bearer
Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $5,000.

         SECTION 303.    Execution, Authentication Delivery and Dating.

         The Securities and any coupons appertaining thereto shall be executed
on behalf of the Company by its President or a Vice President, under its
corporate seal reproduced thereon, and attested by its Secretary or an Assistant
Secretary. The signature of any of these officers on the Securities and coupons
may be manual or facsimile signatures of the present or any

                                       25
<PAGE>

future such authorized officer and may be imprinted or otherwise reproduced on
the Securities.

         Securities or coupons appertaining thereto 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 or coupons.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any coupon appertaining thereto, 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 the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301 a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate to Euroclear or CEDEL, as the case
may be, in the form set forth in Exhibit A-1 to this Indenture or such other
certificate as may be specified with respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days prior to the earlier of
the date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture. Except
as permitted by Section 306, the Trustee shall not authenticate and deliver any
Bearer Security unless all appurtenant coupons for interest then matured have
been detached and cancelled.

         If all of the Securities of any series are not 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 the terms of
particular Securities of such series, such as interest rate or formula, maturity
date, 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 Section 315(a) through 315(d)) shall be
fully protected in relying upon:

                  (i)    an Opinion of Counsel complying with Section 102 and
         stating that:

                                       26
<PAGE>

                         (a)    the form or forms of such Securities and any
                  coupons have been, or will have been upon compliance with such
                  procedures as may be specified therein,
                  establishedinconformitywiththeprovisionsofthisIndenture;

                         (b)    the terms of such Securities and any coupons
                  have been, or will have been upon compliance with such
                  procedures as may be specified therein, established in
                  conformity with the provisions of this Indenture; and

                         (c)    such Securities, together with any coupons
                  appertaining thereto, when completed pursuant to such
                  procedures as may be specified therein, and executed and
                  delivered by the Company to the Trustee for authentication in
                  accordance with this Indenture, authenticated and delivered 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 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 generally and to general equitable
                  principles and to such other matters as may be specified
                  therein; and

                  (ii)   an Officers' Certificate complying with Section 102 and
         stating that all conditions precedent provided for in this Indenture
         relating to the issuance of such Securities have been, or will have
         been upon compliance with such procedures as may be specified therein,
         complied with and that, to the best of the knowledge of the signers of
         such certificate, no Event of Default with respect to such Securities
         shall have occurred and be continuing.

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

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver a Company Order, an Opinion of Counsel or
an Officers' Certificate otherwise required pursuant to the preceding paragraph
at the time of issuance of each Security of such series, but such order, opinion
and certificate, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

                                       27
<PAGE>

         Each Registered Security shall be dated the date of its authentication
and each Bearer Security shall be dated as of the date specified as contemplated
by Section 301.

         No Security or coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security or the Security to which such coupon appertains a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. 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 309 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 or 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.    Temporary Securities.

                  (a)    Pending the preparation of definitive Securities of any
         series, the Company may execute, and upon Company Order the Trustee
         shall authenticate and deliver, temporary Securities which are printed,
         lithographed, typewritten, mimeographed or otherwise produced, in any
         authorized denomination; substantially of the tenor of the definitive
         Securities in lieu of which they are issued, in registered form, or, if
         authorized, in bearer form with one or more coupons or without coupons;
         and with such appropriate insertions, omissions, substitutions and
         other variations as the officers executing such Securities may
         determine, as conclusively evidenced by their execution of such
         Securities. In the case of Securities of any series, such temporary
         Securities may be in global form.

                  Except in the case of temporary Securities in global form
         (which shall be exchanged in accordance with Section 304(b) or as
         otherwise provided in or pursuant to a Board Resolution), 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

                                       28
<PAGE>

         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 (accompanied by any non-matured
         coupons appertaining thereto), 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; provided, however, that no definitive Bearer
         Security shall be delivered in exchange for a temporary Registered
         Security; and provided further that a definitive Bearer Security shall
         be delivered in exchange for a temporary Bearer Security only in
         compliance with the conditions set forth in Section 303. 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.

                  (b)    Unless otherwise provided as contemplated in Section
         301, this Section 304(b) shall govern the exchange of temporary
         Securities issued in global form other than through the facilities of
         DTC. If any such temporary Security is issued in global form, then such
         temporary global Security shall, unless otherwise provided therein, be
         delivered to the London office of a depositary or common depositary
         (the "Common Depositary"), for the benefit of Euroclear and CEDEL.

         Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in an aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of or within the same series of authorized
denominations and of like tenor as the portion of such temporary global Security
to be exchanged. The definitive Securities to be delivered in exchange for any
such temporary global Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 301, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that, unless otherwise specified in such temporary
global Security, upon such presentation by the Common Depositary, such temporary
global Security is accompanied by a certificate dated the Exchange Date or a
subsequent date and

                                       29
<PAGE>

signed by Euroclear as to the portion of such temporary global Security held for
its account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by CEDEL as to the portion of such temporary global
Security held for its account then to be exchanged, each in the form set forth
in Exhibit A-2 to this Indenture or in such other form as may be established
pursuant to Section 301; and provided further that definitive Bearer Securities
shall be delivered in exchange for a portion of a temporary global Security only
in compliance with the requirements of Section 303.

         Unless otherwise specified in such temporary global Security, the
interest of a beneficial owner of Securities of a series in a temporary global
Security shall be exchanged for definitive Securities of the same series and of
like tenor following the Exchange Date when the account holder instructs
Euroclear or CEDEL, as the case may be, to request such exchange on his behalf
and delivers to Euroclear or CEDEL, as the case may be, a certificate in the
form set forth in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be available from the offices
of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such
series of Securities and each Paying Agent. Unless otherwise specified in such
temporary global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes delivery of such definitive
Securities in person at the offices of Euroclear or CEDEL. Definitive Securities
in bearer form to be delivered in exchange for any portion of a temporary global
Security shall be delivered only outside the United States.

         Until exchanged in full as hereinabove provided, the temporary
Securities of any series 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, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on
such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee
of a certificate or certificates in the form set forth in Exhibit A-2 to this
Indenture (or in such other forms as may be established pursuant to Section
301), for credit without further interest on or after such Interest Payment Date
to the respective accounts of Persons who are the beneficial owners of such
temporary global Security on such Interest Payment Date and who have each
delivered to Euroclear or CEDEL, as the case may be, a

                                       30
<PAGE>

certificate dated no earlier than 15 days prior to the Interest Payment Date
occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to
this Indenture (or in such other forms as may be established pursuant to Section
301). Notwithstanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the certification
requirements of the preceding two paragraphs of this Section 304(b) and of the
third paragraph of Section 303 of this Indenture and the interests of the
Persons who are the beneficial owners of the temporary global Security with
respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the date
of certification if such date occurs after the Exchange Date, without further
act or deed by such beneficial owners. Except as otherwise provided in this
paragraph, no payments of principal or interest owing with respect to a
beneficial interest in a temporary global Security will be made unless and until
such interest in such temporary global Security shall have been exchanged for an
interest in a definitive Security. Any interest so received by Euroclear and
CEDEL and not paid as herein provided shall be returned to the Trustee prior to
the expiration of two years after such Interest Payment Date in order to be
repaid to the Company.

         SECTION 305.    Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the registers maintained in such office
or in any such office or agency of the Company in a Place of Payment being
herein sometimes referred to collectively as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers of
Registered Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Company Office, is hereby initially
appointed "Security Registrar" for the purpose of registering Registered
Securities and transfers of Registered Securities on such Security Register as
herein provided. In the event that the Trustee shall cease to be Security
Registrar, it shall have the right to examine the Security Register at all
reasonable times.

         Subject to the provisions of this Section 305, upon surrender for
registration of transfer of any Registered Security of any series at any office
or agency of the Company 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 Registered Securities
of the same series, of any authorized denominations and of a like

                                       31
<PAGE>

aggregate principal amount, bearing a number not contemporaneously outstanding,
and containing identical terms and provisions.

         Subject to the provisions of this Section 305, at the option of the
Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series, of any authorized denomination or
denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Registered Securities to be
exchanged at any such office or agency. Whenever any such Registered Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Registered Securities which the Holder
making the exchange is entitled to receive. Unless otherwise specified with
respect to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Registered Securities.

         If (but only if) permitted as contemplated by Section 301, at the
option of the Holder, Bearer Securities of any series may be exchanged for
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon

                                       32
<PAGE>

relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the holder making the exchange is
entitled to receive.

         Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the depositary for any permanent global
Security is DTC, then, unless the terms of such global Security expressly permit
such global Security to be exchanged in whole or in part for definitive
Securities, a global Security may be transferred, in whole but not in part, only
to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for
such global Security selected or approved by the Company or to a nominee of such
successor to DTC. If at any time DTC notifies the Company that it is unwilling
or unable to continue as depositary for the applicable global Security or
Securities or if at any time DTC ceases to be a clearing agency registered under
the Exchange Act if so required by applicable law or regulation, the Company
shall appoint a successor depositary with respect to such global Security or
Securities. If (x) a successor depositary for such global Security or Securities
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such unwillingness, inability or ineligibility, (y)
an Event of Default has occurred and is continuing and the beneficial owners
representing a majority in principal amount of the applicable series of
Securities represented by such global Security or Securities advise DTC to cease
acting as depositary for such global Security or Securities or (z) the Company,
in its sole discretion, determines at any time that all Outstanding Securities
(but not less than all) of any series issued or issuable in the form of one or
more global Securities shall no longer be represented by such global Security or
Securities (provided, however, the Company may not make such determination
during the 40-day restricted period provided by Regulation S under the
Securities Act or during any other similar period during which the Securities
must be held in global form as may be required by the Securities Act), then the
Company shall execute, and the Trustee shall authenticate and deliver definitive
Securities of like series, rank, tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such global Security
or Securities. If any beneficial owner of an interest in a permanent global
Security is otherwise entitled to exchange such interest for Securities of such
series

                                       33
<PAGE>

and of like tenor and principal amount of another authorized form and
denomination, as specified as contemplated by Section 301 and provided that any
applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
execute, and the Trustee shall authenticate and deliver definitive Securities in
aggregate principal amount equal to the principal amount of such beneficial
owner's interest in such permanent global Security. On or after the earliest
date on which such interests may be so exchanged, such permanent global Security
shall be surrendered for exchange by DTC or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose; provided, however, that no such exchanges may
occur during a period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending on the relevant Redemption
Date if the Security for which exchange is requested may be among those selected
for redemption; and provided further that no Bearer Security delivered in
exchange for a portion of a permanent global Security shall be mailed or
otherwise delivered to any location in the United States. If a Registered
Security is issued in exchange for any portion of a permanent global Security
after the close of business at the office or agency where such exchange occurs
on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of such Registered Security, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such permanent global Security is payable in accordance with the provisions
of this Indenture.

         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 Registered Security presented or surrendered for registration of
transfer or for exchange or redemption 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 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

                                       34
<PAGE>

payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not
involving any transfer.

         The Company or the Trustee, as applicable, shall not be required (i) to
issue, register the transfer of or exchange any Security if such Security may be
among those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under Section
1103 and ending at the close of business on (A) if such Securities are issuable
only as Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities, the day
of the first publication of the relevant notice of redemption or, if such
Securities are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor; provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) 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 306.    Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee or the Company, together with,
in proper cases, such security or indemnity as may be required by the Company or
the Trustee to save each of them or 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 principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
the surrendered 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
or coupon, and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the absence
of actual notice to the Company or the Trustee that such Security or coupon

                                       35
<PAGE>

has been acquired by a bona fide purchaser, the Company shall execute and upon
its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

         Notwithstanding the provisions of the previous two paragraphs, in case
any such mutilated, destroyed, lost or stolen Security or coupon has become or
is about to become due and payable, the Company in its discretion may, instead
of issuing a new Security, with coupons corresponding to the coupons, if any,
appertaining to such destroyed, lost or stolen Security or to the Security to
which such destroyed, lost or stolen coupon appertains, pay such Security or
coupon; provided, however, that payment of principal of (and premium or
Make-Whole Amount, if any), any interest on and any Additional Amounts with
respect to, Bearer Securities shall, except as otherwise provided in Section
1002, be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

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

         Every new Security of any series with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security, or
in exchange for a Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Security and its
coupons, if any, or the destroyed, lost or stolen coupon 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 and their coupons, if any, duly issued hereunder.

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

                                       36
<PAGE>

         SECTION 307.    Payment of Interest; Interest Rights Preserved.

         Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, interest on any Registered
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided, however,
that each installment of interest on any Registered 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 308,
to the address of such Person as it appears on the Security Register or (ii)
transfer to an account maintained by the payee located inside the United States.

         Unless otherwise provided as contemplated by Section 301 with respect
to the Securities of any series, payment of interest may be made, in the case of
a Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States.

         Unless otherwise provided as contemplated by Section 301, every
permanent global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to DTC, Euroclear and/or CEDEL, as the case
may be, with respect to that portion of such permanent global Security held for
its account by Cede & Co. or the Common Depositary, as the case may be, for the
purpose of permitting such party to credit the interest received by it in
respect of such permanent global Security to the accounts of the beneficial
owners thereof.

         In case a Bearer Security of any series is surrendered in exchange for
a Registered Security of such series after the close of business (at an office
or agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next succeeding
Interest Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be payable
on such Interest Payment Date in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such couponwhen due in accordancewith the provisionsof this Indenture.

         Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "Defaulted Interest")
shall

                                       37
<PAGE>

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

                  (1)    The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Registered 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 Registered Security of
         such series and the date of the proposed payment (which shall not be
         less than 20 days after such notice is received by the Trustee), and at
         the same time the Company shall deposit with the Trustee an amount of
         money in the currency or currencies, currency unit or units or
         composite currency or currencies in which the Securities of such series
         are payable (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 clause provided. Thereupon the Trustee shall fix a
         Special Record Date for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such Special Record Date
         and, in the name and at the expense of the Company, shall cause notice
         of the proposed payment of such Defaulted Interest and the Special
         Record Date therefor to be mailed, first-class postage prepaid, to each
         Holder of Registered Securities of such series at his address as it
         appears in the Security Register not less than 10 days prior to such
         Special Record Date. The Trustee may, in its discretion, in the name
         and at the expense of the Company, cause a similar notice to be
         published at least once in an Authorized Newspaper in each place of
         payment, but such publications shall not be a condition precedent to
         the establishment of such Special Record Date. Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         having been mailed as aforesaid, such Defaulted Interest shall be paid
         to the Persons in whose names the Registered Securities of such series
         (or their respective Predecessor Securities) are registered at the
         close of business on such Special Record Date and shall no

                                       38
<PAGE>

         longer be payable pursuant to the following clause (2). In case a
         Bearer Security of any series is surrendered at the office or agency in
         a Place of Payment for such series in exchange for a Registered
         Security of such series after the close of business at such office or
         agency on any Special Record Date and before the opening of business at
         such office or agency on the related proposed date for payment of
         Defaulted Interest, such Bearer Security shall be surrendered without
         the coupon relating to such proposed date of payment and Defaulted
         Interest will not be payable on such proposed date of payment in
         respect of the Registered Security issued in exchange for such Bearer
         Security, but will be payable only to the Holder of such coupon when
         due in accordance with the provisions of this Indenture.

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

         Subject to the foregoing provisions of this Section and Section 305,
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 308.    Persons Deemed Owners.

         Prior to due presentment of a Registered 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 Registered Security is registered as the
owner of such Security for the purpose of receiving payment of principal of (and
premium or Make-Whole Amount, if any), and (subject to Sections 305 and 307)
interest on, such Registered Security and for all other purposes whatsoever,
whether or not such Registered Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

         Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the Holder of any Bearer Security and the Holder of any coupon
as the absolute owner of such Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupon be overdue,

                                       39
<PAGE>

and neither the Company, the Trustee nor 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 or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests 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 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 309.    Cancellation.

         All Securities and coupons surrendered for payment, redemption,
repayment at the option of the Holder, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee, and any such Securities and
coupons and Securities and coupons surrendered directly to the Trustee for any
such purpose 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. Cancelled Securities and coupons held by the Trustee shall be
destroyed by the Trustee and the Trustee shall deliver a certificate of such
destruction to the Company, unless by a Company Order the Company directs their
return to it.

                                       40
<PAGE>

         SECTION 310.    Computation of Interest.

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

                                  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 herein expressly provided for and any right to receive
Additional Amounts, as provided in Section 1011), and the Trustee, upon receipt
of a Company Order, 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 and all coupons, if any,
                  appertaining thereto (other than (i) coupons appertaining to
                  Bearer Securities surrendered for exchange for Registered
                  Securities and maturing after such exchange, whose surrender
                  is not required or has been waived as provided in Section 305,
                  (ii) Securities and coupons of such series which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 306, (iii) coupons appertaining to
                  Securities called for redemption and maturing after the
                  relevant Redemption Date, whose surrender has been waived as
                  provided in Section 1106, and (iv) Securities and coupons of
                  such series for whose payment money has theretofore been
                  deposited in trust or segregated and held in trust by the
                  Company and thereafter repaid to the Company or discharged
                  from such trust, as provided in Section 1003) have been
                  delivered to the Trustee for cancellation; or

                         (B)    all Securities of such series and, in the case
                  of (i) or (ii) below, any coupons appertaining thereto not
                  theretofore delivered to the Trustee for cancellation

                                (i)    have become due and payable, or

                                       41
<PAGE>

                                (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 the purpose an amount in
                  the currency or currencies, currency unit or units or
                  composite currency or currencies in which the Securities of
                  such series are payable, sufficient to pay and discharge the
                  entire indebtedness on such Securities and such coupons not
                  theretofore delivered to the Trustee for cancellation, for
                  principal (and premium or Make-Whole Amount, if any) and
                  interest, and any Additional Amounts with respect thereto, to
                  the date of such deposit (in the case of Securities which have
                  become due and payable) or 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; 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 and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 and, if money shall have been deposited with and held by the Trustee
pursuant to subclause (B) of clause (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 Company Funds.

         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, the
coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the

                                       42
<PAGE>

Trustee may determine, to the Persons entitled thereto, of the principal (and
premium or Make-Whole Amount, if any), and any interest and Additional Amounts
for whose payment such money has been deposited with or received by the Trustee,
but such money need not be segregated from other funds except to the extent
required by law.

                                  ARTICLE FIVE

                                    REMEDIES

         SECTION 501.    Events of Default.

         Subject to any modifications, additions or deletions relating to any
series of Securities as contemplated pursuant to Section 301, "Event of
Default," wherever used herein with respect to any particular series of
Securities, means any one of the following events (whatever the reason for such
Event of Default and whether or not it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

                  (1)    default in the payment of any interest upon or any
         Additional Amounts payable in respect of any Security of or within that
         series or of any coupon appertaining thereto, when such interest,
         Additional Amounts or coupon becomes due and payable, and continuance
         of such default for a period of 30 days; or

                  (2)    default in the payment of the principal of (or premium
         or Make-Whole Amount, if any, on) any Security of that series when it
         becomes due and payable at its Maturity; or

                  (3)    default in the deposit of any sinking fund payment,
         when and as due by the terms of any Security of that series; or

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

                                       43
<PAGE>

                  (5)    default under any bond, debenture, note, mortgage,
         indenture or instrument under which there may be issued or by which
         there may be secured or evidenced any indebtedness of the Company for
         money borrowed by the Company (or by any Subsidiary, the repayment of
         which the Company has guaranteed or for which the Company is directly
         responsible or liable as obligor or guarantor), having an aggregate
         principal amount outstanding of at least $10,000,000, whether such
         indebtedness now exists or shall hereafter be created, which default
         shall have resulted in such indebtedness being declared due and payable
         prior to the date on which it would otherwise have become due and
         payable, without such indebtedness having been discharged, or such
         acceleration having been rescinded or annulled, within a period of 10
         days after there shall have been given, by registered or certified
         mail, to the Company by the Trustee or to the Company and the Trustee
         by the Holders of at least 10% in principal amount of the Outstanding
         Securities of that series a written notice specifying such default and
         requiring the Company to cause such indebtedness to be discharged or
         cause such acceleration to be rescinded or annulled and stating that
         such notice is a "Notice of Default" hereunder; or

                  (6)    the entry by a court of competent jurisdiction of one
         or more judgments, orders or decrees against the Company or any of its
         Subsidiaries in an aggregate amount (excluding amounts covered by
         insurance) in excess of $10,000,000 and such judgments, orders or
         decrees remain undischarged, unstayed and unsatisfied in an aggregate
         amount (excluding amounts covered by insurance) in excess of
         $10,000,000 for a period of 30 consecutive days; or

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

                         (A)    commences a voluntary case,

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

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

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

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

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


                                       44
<PAGE>

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

                         (C)    orders the liquidation of the Company or any
                  Significant Subsidiary

         and the order or decree remains unstayed and in effect for 90 days; or

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

As used in this Section 501, the term "Bankruptcy Law" means Title 11, U.S. Code
or any similar Federal or state law for the relief of debtors and the term
"Custodian" means any receiver, trustee, assignee, liquidator or other similar
official under any Bankruptcy Law.

         SECTION 502.    Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then and 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 (or, if any
Securities are Original Issue Discount Securities or Indexed Securities, such
portion of the principal as may be specified in the terms thereof) of, and the
Make-Whole Amount, if any, on, all the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the Holders), and upon any such declaration such principal 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 has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

                  (1)    The Company has paid or deposited with the Trustee a
         sum sufficient to pay in the currency, currency unit or composite
         currency in which the Securities of such series is payable (except as
         otherwise specified pursuant to Section 301 for the Securities of such
         series):

                                       45
<PAGE>

                         (A)    all overdue installments of interest on and any
                  Additional Amounts payable in respect of all Outstanding
                  Securities of that series and any related coupons;

                         (B)    the principal of (and premium or Make-Whole
                  Amount, if any, on) any Outstanding Securities of that series
                  which have become due otherwise than by such declaration of
                  acceleration and interest thereon at the rate or rates borne
                  by or provided for in such Securities;

                         (C)    to the extent that payment of such interest is
                  lawful, interest upon overdue installments of interest and any
                  Additional Amounts at the rate or rates borne by or provided
                  for in such Securities; and

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

                  (2)    all Events of Default with respect to Securities of
         that series, other than the nonpayment of the principal of (or premium
         or Make-Whole Amount, if any) or interest on Securities of that series
         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 installment of
         interest or Additional Amounts, if any, on any Security of any series
         and any related coupon when such interest or Additional Amount 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 or Make-Whole Amount, if any, on) any Security of any series at
         its Maturity,

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium or Make- Whole Amount, if any) and interest and Additional Amounts, with

                                       46
<PAGE>

interest upon any overdue principal (and premium or Make-Whole Amount, if any)
and, to the extent that payment of such interest shall be legally enforceable,
upon any overdue installments of interest or Additional Amounts, if any, at the
rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities of such series 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
of such series, wherever situated.

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

         SECTION 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
of any series 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 or
Make-Whole Amount, 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, or such
         lesser amount as may be provided for in the Securities of such series,
         of principal (and premium or Make-Whole Amount, if any) and interest
         and Additional Amounts, if any, owing and unpaid in respect of the
         Securities and to file such other papers or documents as may be
         necessary or

                                       47
<PAGE>

         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 of Securities of such series and coupons to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor 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 of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or coupon in any such proceeding.

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

         All rights of action and claims under this Indenture or any of the
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities and
coupons 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 or
Make-Whole Amount, if any) or interest and any Additional Amounts, upon
presentation of the Securities or coupons, or both, as the case may be, and

                                       48
<PAGE>

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 and any
         predecessor Trustee under Section 606,

                  SECOND: To the payment of the amounts then due and unpaid upon
         the Securities and coupons for principal (and premium or Make-Whole
         Amount, if any) and interest and any Additional Amounts payable, 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 aggregate amounts due and payable on such Securities
         and coupons for principal (and premium or Make-Whole Amount, if any),
         interest and Additional Amounts, respectively, and

                  THIRD: To the payment of the remainder, if any, to the
         Company.

         SECTION 507.    Limitation on Suits.

         No Holder of any Security of any series or any related coupon 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 such
         Event of Default in its own name as Trustee hereunder;

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

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

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

                                       49
<PAGE>

or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other of such Holders, 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 such Holders.

         SECTION 508.    Unconditional Right of Holders to Receive Principal,
Premium or Make-Whole Amount, if any, Interest and Additional Amounts.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security or coupon shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium or Make-Whole Amount, if
any) and (subject to Sections 305 and 307) interest on, and any Additional
Amounts in respect of, such Security or payment of such coupon on the respective
due dates expressed in such Security or coupon (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 of a Security or coupon 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 of Securities and coupons 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 with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities or coupons in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders of Securities or coupons 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.

                                       50
<PAGE>

         SECTION 511.    Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Security or
coupon 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 front time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders of
Securities or coupons, as the case may be.

         SECTION 512.    Control by Holders of Securities.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee with respect
to the Securities of such series, provided that

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

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

                  (3)    the Trustee need not take any action which might
         involve it in personal liability or be unduly prejudicial to the
         Holders of Securities of such series not joining therein (but the
         Trustee shall have no obligation as to the determination of such undue
         prejudice).

         SECTION 513.    Waiver of Past Defaults.

         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 and any related coupons waive any past default
hereunder with respect to such series and its consequences, except a default

                  (1)    in the payment of the principal of (or premium or
         Make-Whole Amount, if any) or interest on or Additional Amounts payable
         in respect of any Security of such series or any related coupons, 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.

                                       51
<PAGE>

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

         SECTION 515.    Undertaking for Costs.

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

                                   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 in the
manner and to the extent provided in TIA Section

                                       52
<PAGE>

313(c), 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 or Make-Whole
Amount, if any) or interest on or any Additional Amounts with respect to any
Security of such series, or in the payment of any sinking fund installment with
respect to the Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of
the Holders of the Securities and coupons of such series; and provided further
that in the case of any default or breach of the character specified in Section
501(4) with respect to the Securities and coupons of such series, no such notice
to Holders shall be given until at least 60 days after the occurrence thereof.
For the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to the Securities of such series.

         SECTION 602.    Certain Rights of Trustee.

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

                  (1)    the Trustee shall perform only such duties as are
         expressly undertaken by it to perform under this Indenture;

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

                  (3)    any request or direction of the Company mentioned
         herein shall be sufficiently evidenced by a Company Request or Company
         Order (other than delivery of any Security, together with any coupons
         appertaining thereto, to the Trustee for authentication and delivery
         pursuant to Section 303 which shall be sufficiently evidenced as
         provided therein) and any resolution of the Board of Directors may be
         sufficiently evidenced by a Board Resolution;

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

                                       53
<PAGE>

                  (5)    the Trustee may consult with counsel and as a condition
         to the taking, suffering or omission of any action hereunder may demand
         an Opinion of Counsel, and the advice of such counsel or any Opinion of
         Counsel shall be full and complete authorization and protection in
         respect of any action taken, suffered or omitted by it hereunder in
         good faith and in reliance thereon;

                  (6)    the Trustee shall be under no obligation to exercise
         any of the rights or powers vested in it by this Indenture at the
         request or direction of any of the Holders of Securities of any series
         or any related coupons 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;

                  (7)    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, coupon 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;

                  (8)    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

                  (9)    the Trustee shall not be liable for any action taken,
         suffered or omitted by it in good faith and reasonably believed by it
         to be authorized or within the discretion or rights or powers conferred
         upon it by this Indenture.

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

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


                                       54
<PAGE>

         The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, and in any coupons 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 or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

         SECTION 604.    May Hold Securities.

         The Trustee, any Paying Agent, Security Registrar, Authenticating Agent
or any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and coupons 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, Paying Agent, Security Registrar,
Authenticating 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, or investment of, any money received by it
hereunder.

         SECTION 606.    Compensation and Reimbursement.

         The Company agrees:

                  (1)    to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder, including
         extraordinary services rendered in connection with or during the
         continuation of a default 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 each of the Trustee and any predecessor Trustee upon its
         request for all reasonable expenses, disbursements and advances
         incurred or made by it in accordance with any provision of this
         Indenture (including the reasonable compensation and the expenses and
         disbursements of its agents and counsel), except to the extent any such
         expense, disbursement or advance may be attributable to its negligence
         or bad faith; and

                                       55
<PAGE>

                  (3)    to indemnify each of the Trustee and any predecessor
         Trustee for, and to hold it harmless against, any loss, liability or
         expense, arising out of or in connection with the acceptance or
         administration of the trust or trusts or the performance of its duties
         hereunder, including the costs and expenses of defending itself against
         any claim or liability in connection with the exercise or performance
         of any of its powers or duties hereunder except to the extent any such
         loss, liability or expense may be attributable to its own negligence or
         bad faith.

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

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

         SECTION 607.    Corporate Trustee Required; Eligibility; Conflicting
Interests.

         There shall at all times be a Trustee hereunder which shall be eligible
to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital
and surplus of at least $25,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or the requirements of Federal,
State, Territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

         SECTION 608.    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 in accordance with the applicable requirements of Section 609.

                  (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 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

                                       56
<PAGE>

         resignation, the resigning Trustee may petition any court of competent
         jurisdiction for the appointment of a successor Trustee.

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

                  (d)    If at any time:

                         (1)    the Trustee shall fail to comply with the
                  provisions of TIA Section 310(b) after written request
                  therefor by the Company or by any Holder of a Security 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 607 and shall fail to resign after written request
                  therefor by the Company or by any Holder of a Security who has
                  been a bona fide Holder of a Security for at least six months,
                  or

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

         then, in any such case, (i) the Company by or pursuant to a Board
         Resolution may remove the Trustee and appoint a successor Trustee with
         respect to all Securities, or (ii) subject to TIA Section 315(e), any
         Holder of a 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 or pursuant to 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

                                       57
<PAGE>

         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, 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 of Securities and
         accepted appointment in the manner hereinafter provided, any Holder of
         a Security 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 Securities of
         such series.

                  (f)    The Company shall give notice of each resignation and
         each removal of the Trustee with respect to the Securities of any
         series and each appointment of a successor Trustee with respect to the
         Securities of any series in the manner provided for notices to the
         Holders of Securities 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 609.    Acceptance of Appointment By Successor.

                  (a)    In case of the appointment hereunder of a successor
         Trustee with respect to all Securities, every such successor Trustee
         shall execute, acknowledge and deliver to the Company and to the
         retiring Trustee an instrument accepting such appointment, and
         thereupon the resignation or removal of the retiring Trustee shall
         become effective and such successor Trustee, without any further act,
         deed or conveyance, shall become vested with all the rights, powers,
         trusts and duties of the retiring Trustee; but, on request of the
         Company or the successor Trustee, such retiring Trustee shall, upon
         payment of its charges, execute and deliver an instrument transferring
         to such successor Trustee all the rights, powers and trusts of the
         retiring Trustee, and shall duly assign, transfer and deliver to such
         successor Trustee all property and money held by such retiring Trustee
         hereunder, subject nevertheless to its claim, if any, provided for in
         Section 606.

                  (b)    In case of the appointment hereunder of a successor
         Trustee with respect to the Securities of one or

                                       58
<PAGE>

         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, pursuant to
         Article Nine hereof, 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.

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

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

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<PAGE>

         SECTION 610.    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
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 or coupons 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 or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons. In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

         SECTION 611.    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 issued upon exchange, registration of
transfer or partial redemption or repayment thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which 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
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, except as may otherwise be provided pursuant to
Section 301, shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States of America or of any State or the District of Columbia, authorized under
such laws to act as Authenticating

                                       60
<PAGE>

Agent, having a combined capital and surplus of not less than $25,000,000 and
subject to supervision or examination by Federal or State authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or further act
on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination 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 for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of or within the series
with respect to which such Authenticating Agent will serve in the manner set
forth 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 herein. 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 including reimbursement of its reasonable expenses
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

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<PAGE>

endorsed thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication substantially in the
following form:

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

                                       __________________, as Trustee

                                       By:  ___________________________
                                            as Authenticating Agent



                                       By:  ___________________________
                                            Authorized Officer


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 701.    Disclosure of Names and Addresses of Holders.

         Every Holder of Securities or coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Authenticating Agent nor any Paying Agent nor any Security
Registrar shall be held accountable by reason of the disclosure of any
information as to the names and addresses of the Holders of Securities 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(b).

         SECTION 702.    Reports by Trustee.

         Within 60 days after August 1 of each year commencing with the first
August 1 after the first issuance of Securities pursuant to this Indenture, the
Trustee shall transmit by mail to all Holders of Securities as provided in TIA
Section 313(c) a brief report dated as of such August 1 if required by TIA
Section 313(a).

         SECTION 703.    Reports by the Company.

         The Company will:

                  (1)    file with the Trustee, within 15 days after the Company
         is required to file the same with the Commission, copies of the annual
         reports and of the information,

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<PAGE>

         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 will 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 the Holders of Securities, 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 paragraphs (1) and (2) of this Section as may be required
         by rules and regulations prescribed from time to time by the
         Commission.

         SECTION 704.    Company to Furnish Trustee Names and Addresses of
Holders.

         The Company will furnish or cause to be furnished to the Trustee:

                  (a)    semi-annually, not later than 15 days after the Regular
         Record Date for interest for each series of Securities, a list, in such
         form as the Trustee may reasonably require, of the names and addresses
         of the Holders of Registered Securities of such series as of such
         Regular Record Date, or if there is no Regular Record Date for interest
         for such series of Securities, semi-annually, upon such dates as are
         set forth in the Board Resolution or indenture supplemental hereto
         authorizing such series, and

                  (b)    at such other times as the Trustee may request in
         writing, within 30 days after the receipt by the Company of any such
         request, a list of similar form and content as of a

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<PAGE>

         date not more than 15 days prior to the time such list is furnished,

provided, however, that, so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

                                  ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

         SECTION 801.    Consolidations and Mergers of Company and Sales, Leases
and Conveyances Permitted Subject to Certain Conditions.

         The Company may consolidate with, or sell, lease or convey all or
substantially all of its assets to, or merge with or into any other Person,
provided that in any such case, (i) either the Company shall be the continuing
entity, or the successor (if other than the Company. entity shall be a Person
organized and existing under the laws of the United States or a State thereof
and such successor entity shall expressly assume the due and punctual payment of
the principal of (and premium or Make-Whole Amount, if any) and any interest
(including all Additional Amounts, if any, payable pursuant to Section 1011) on
all of the Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Company by supplemental indenture, complying
with Article Nine hereof, satisfactory to the Trustee, executed and delivered to
the Trustee by such Person and (ii) immediately after giving effect to such
transaction and treating any indebtedness which becomes an obligation of the
Company or any Subsidiary as a result thereof as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of Default,
and no event which, after notice or the lapse of time, or both, would become an
Event of Default, shall have occurred and be continuing.

         SECTION 802.    Rights and Duties of Successor Corporation.

         In case of any such consolidation, merger, sale, lease or conveyance
and upon any such assumption by the successor entity, such successor entity
shall succeed to and be substituted for the Company, with the same effect as if
it had been named herein as the party of the first part, and the predecessor
entity, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Securities. Such successor entity
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 entity, instead of the Company,
and subject to all the terms, conditions and limitations in this Indenture

                                       64
<PAGE>

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 entity 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.

         In case of any such consolidation, merger, sale, lease or conveyance,
such changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

         SECTION 803.    Officers' Certificate and Opinion of Counsel.

         Any consolidation, merger, sale, lease or conveyance permitted under
Section 801 is also subject to the condition that the Trustee receive an
Officers' Certificate and an Opinion of Counsel to the effect that any such
consolidation, merger, sale, lease or conveyance, and the assumption by any
successor entity, complies with the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         SECTION 901.    Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders of Securities or coupons, the
Company, when authorized by or pursuant to 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 contained; or

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

                                       65
<PAGE>

         series) or to surrender any right or power herein conferred upon the
         Company; or

                  (3)    to add any additional Events of Default for the benefit
         of the Holders of all or any series of Securities (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 expressly being
         included solely for the benefit of such series); provided, however,
         that in respect of any such additional Events of Default such
         supplemental indenture may provide for a particular period of grace
         after default (which period may be shorter or longer than that allowed
         in the case of other defaults) or may provide for an immediate
         enforcement upon such default or may limit the remedies available to
         the Trustee upon such default or may limit the right of the Holders of
         a majority in aggregate principal amount of that or those series of
         Securities to which such additional Events of Default apply to waive
         such default; or

                  (4)    to add to or change any of the provisions of this
         Indenture to provide that Bearer Securities may be registrable as to
         principal, to change or eliminate any restrictions on the payment of
         principal of or any premium, Make-Whole Amount or interest on Bearer
         Securities, to permit Bearer Securities to be issued in exchange for
         Registered Securities, to permit Bearer Securities to be issued in
         exchange for Bearer Securities of other authorized denominations or to
         permit or facilitate the issuance of Securities in uncertificated form,
         provided that any such action shall not adversely affect the interests
         of the Holders of Securities of any series or any related coupons in
         any material respect; or

                  (5)    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

                  (6)    to secure the Securities; or

                  (7)    to establish the form or terms of Securities of any
         series and any related coupons as permitted by Sections 201 and 301,
         including the provisions and procedures relating to Securities
         convertible into Capital Stock; or

                  (8)    to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to the
         Securities of one or more series and to add to or change any of the
         provisions of this Indenture as shall be

                                       66
<PAGE>

         necessary to provide for or facilitate the administration of the trusts
         hereunder by more than one Trustee; 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 which shall not be
         inconsistent with the provisions of this Indenture or to make any other
         changes, provided that in each case, such provisions shall not
         adversely affect the interests of the Holders of Securities of any
         series or any related coupons in any material respect; or

                  (10)   to close this Indenture with respect to the
         authentication and delivery of additional series of Securities or to
         qualify, or maintain qualification of, this Indenture under the TIA; or

                  (11)   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, 1402 and 1403; provided in each case that any such action
         shall not adversely affect the interests of the Holders of Securities
         of such series and any related coupons or any other series of
         Securities in any material respect.

         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 said Holders delivered to the Company and the Trustee, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities and any related coupons under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:

                  (1)    change the Stated Maturity of the principal of (or
         premium or Make-Whole Amount, if any, on) or any installment of
         principal of or interest on, any Security; or reduce the principal
         amount thereof or the rate or amount of interest thereon or any
         Additional Amounts payable in respect thereof, or any premium or
         Make-Whole Amount payable upon the redemption thereof, or change any
         obligation of the Company to pay Additional Amounts pursuant to Section
         1011

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<PAGE>

         (except as contemplated by Section 801(1) and permitted by Section
         901(1)), or reduce the amount of the principal of an Original Issue
         Discount Security or Make-Whole Amount, if any, 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 the Holder of any Security, or change any Place of
         Payment where, or the currency or currencies, currency unit or units or
         composite currency or currencies in which, the principal of any
         Security or any premium or Make-Whole Amount or any Additional Amounts
         payable in respect thereof or the interest thereon is payable, or
         impair the right to institute suit for the enforcement of any such
         payment on or after the Stated Maturity thereof (or, in the case of
         redemption or repayment at the option of the Holder, on or after the
         Redemption Date or the Repayment Date, as the case may be); or

                  (2)    reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver with respect to such series (or
         compliance with certain provisions of this Indenture or certain
         defaults hereunder and their consequences) provided for in this
         Indenture, or reduce the requirements of Section 1504 for quorum or
         voting; or

                  (3)    modify any of the provisions of this Section, Section
         513 or Section 1012, except to increase the required percentage to
         effect such action 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.

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

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included 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.

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<PAGE>

         SECTION 903.    Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture and that all conditions precedent to the execution of such
supplemental indenture have been complied with. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

         SECTION 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
and of any coupon appertaining thereto shall be bound thereby.

         SECTION 905.    Conformity with Company Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Company 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 Section 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.

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<PAGE>

                                   ARTICLE TEN

                                    COVENANTS

         SECTION 1001.   Payment of Principal, Premium or Make-Whole Amount, if
any, Interest and Additional Amounts.

         The Company covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the principal of (and
premium or Make-Whole Amount, if any) and interest on and any Additional Amounts
payable in respect of the Securities of that series in accordance with the terms
of such series of Securities, any coupons appertaining thereto and this
Indenture. Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, any interest due on and any Additional
Amounts payable in respect of Bearer Securities on or before Maturity, other
than Additional Amounts, if any, payable as provided in Section 1011 in respect
of principal of (or premium or Make-Whole Amount, if any, on) such a Security,
shall be payable only upon presentation and surrender of the several coupons for
such interest installments as are evidenced thereby as they severally mature.
Unless otherwise specified with respect to Securities of any series pursuant to
Section 301, at the option of the Company, all payments of principal may be paid
by check to the registered Holder of the Registered Security or other person
entitled thereto against surrender of such Security.

         SECTION 1002.   Maintenance of Office or Agency.

         If Securities of a series are issuable only as Registered Securities,
the Company shall maintain in each Place of Payment for any series of Securities
an office or agency where Securities of that series may be presented or
surrendered for payment or conversion, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. If Securities of a series are issuable as Bearer
Securities, the Company will maintain: (A) in the Borough of Manhattan, The City
of New York, an office or agency where any Registered Securities of that series
may be presented or surrendered for payment or conversion, where any Registered
Securities of that series may be surrendered for exchange, where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served and where Bearer Securities of that series and
related coupons may be presented or surrendered for payment or conversion in the
circumstances described in the following paragraph (and not otherwise); (B)
subject to any laws or regulations applicable thereto, in a Place of Payment for
that series which is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and

                                       70
<PAGE>

surrendered for payment (including payment of any Additional Amounts payable on
Securities of that series pursuant to Section 1011) or conversion; provided,
however, that if the Securities of that series are listed on the Luxembourg
Stock Exchange, The International Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent for the Securities of that series in
Luxembourg, London or any other required city located outside the United States,
as the case may be, so long as the Securities of that series are listed in such
exchange; and (C) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series located outside the United States an office or
agency where any Securities of that series may be surrendered for registration
of transfer, where Securities of that series may be surrendered for exchange and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of each 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, except that Bearer
Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Bearer Securities of that series pursuant to Section 1011) at the offices
specified in the Security, in London, England, and the Company hereby appoints
the same as its agent to receive such respective presentations, surrenders,
notices and demands, and the Company hereby appoints the Trustee its agent to
receive all such presentations, surrenders, notices and demands.

         Unless otherwise specified with respect to any Securities pursuant to
Section 301, no payment of principal, premium, Make- Whole Amount or interest on
or Additional Amounts in respect of Bearer Securities shall be made at any
office or agency of the Company in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the United States; provided, however, that, if the Securities of a
series are payable in Dollars, payment of principal of and any premium and
interest on any Bearer Security (including any Additional Amounts or Make-Whole
Amount payable on Securities of such series pursuant to Section 1011) shall be
made at the office of the Company's Paying Agent in the Borough of Manhattan,
The City of New York, if (but only if) payment in Dollars of the full amount of
such principal, premium, interest, Additional Amounts or Make-Whole Amount, as
the case may be, at all offices or agencies outside the United States maintained
for the purpose by the Company in accordance with this Indenture, is illegal or
effectively precluded by exchange controls or other similar restrictions.

                                       71
<PAGE>

         The Company may from time to time designate one or more other offices
or agencies where the Securities of one or more series and related coupons, if
any, may be presented or surrendered for any or all of 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 will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency. 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 Corporate Company Office of the
Trustee and the office or agency of ____________________ at
____________________, The City of New York, initially appoints the Trustee as a
Paying Agent in Arlington, Virginia, and __________________ as Paying Agent in
the Borough of Manhattan, The City of New York, and appoints each as its agent
to receive all such presentations, surrenders, notices and demands.

         Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of the Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

         SECTION 1003.   Money for Securities Payments to Be Held in Company.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of any Securities and any related coupons, it will, on or
before each due date of the principal of (and premium or Make-Whole Amount, if
any), or interest on or Additional Amounts in respect of, any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal (and premium or
Make-Whole Amount, if any) or interest or Additional Amounts 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 and any related coupons, it will, on or

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before each due date of the principal of (and premium or Make- Whole Amount, if
any), or interest on or Additional Amounts in respect of, any Securities of that
series, deposit with a Paying Agent a sum (in the currency or currencies,
currency unit or units or composite currency or currencies described in the
preceding paragraph) sufficient to pay the principal (and premium or Make-Whole
Amount, if any) or interest or Additional Amounts, so becoming due, such sum to
be held in trust for the benefit of the Persons entitled to such principal,
premium, Make-Whole Amount or interest or Additional Amounts and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

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

                  (1)    hold all sums held by it for the payment of principal
         of (and premium or Make-Whole Amount, if any) or interest on Securities
         or Additional Amounts 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) in the making of any such
         payment of principal (and premium or Make-Whole Amount, if any) or
         interest or Additional Amounts; and

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

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

         Except as otherwise provided in the Securities of any series, 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 or Make-Whole Amount, if
any) or interest on, or any Additional Amounts in respect of, any Security of
any series and remaining unclaimed for two years

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<PAGE>

after such principal (and premiums or Make-Whole Amount, if any), interest or
Additional Amounts has become due and payable shall be paid to the Company upon
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 of such principal of (and premium
or Make-Whole Amount, if any) or interest on, or any Additional Amounts in
respect of, any Security, without interest thereon, 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.   [Omitted].

         SECTION 1005.   Existence.

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

         SECTION 1006.   Maintenance of Properties.

         The Company will cause all of its properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company or any
Subsidiary from selling or otherwise disposing of for value its properties in
the ordinary course of its business.

         SECTION 1007.   Insurance.



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         The Company will, and will cause each of its Subsidiaries to, keep all
of its insurable properties insured against loss or damage at least equal to
their then full insurable value with financially sound and reputable insurance
companies.

         SECTION 1008.   Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon it or any Subsidiary or upon the
income, profits or property of the Company or any Subsidiary, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of the Company or any Subsidiary; provided, however, that
the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

         SECTION 1009.   Provision of Financial Information.

         Whether or not the Company is subject to Section 13 or 15(d) of the
Exchange Act, the Company will, to the extent permitted under the Exchange Act,
file with the Commission the annual reports, quarterly reports and other
documents which the Company would have been required to file with the Commission
pursuant to such Section 13 or 15(d) (the "Financial Statements") if the Company
were so subject, such documents to be filed with the Commission on or prior to
the respective dates (the "Required Filing Dates") by which the Company would
have been required so to file such documents if the Company were so subject.

         The Company will also in any event (x) within 15 days of each Required
Filing Date (i) transmit by mail to all Holders, as their names and addresses
appear in the Security Register, without cost to such Holders, copies of the
annual reports and quarterly reports which the Company would have been required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
if the Company were subject to such Sections, and (ii) file with the Trustee
copies of annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission pursuant to Section
13 or 15(d) of the Exchange Act if the Company were subject to such Sections and
(y) if filing such documents by the Company with the Commission is not permitted
under the Exchange Act, promptly upon written request and payment of the
reasonable cost of duplication and delivery, supply copies of such documents to
any prospective Holder.

         SECTION 1010.   Statement as to Compliance.



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         The Company will deliver to the Trustee within 120 days after the end
of each fiscal year, a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer as to his or her
knowledge of the Trust's compliance with all conditions and covenants under this
Indenture and, in the event of any noncompliance, specifying such noncompliance
and the nature and status thereof. For purposes of this Section 1010, such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.

         SECTION 1011.   Additional Amounts.

         If any Securities of a series provide for the payment of Additional
Amounts, the Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto Additional Amounts as may be specified as
contemplated by Section 301. Whenever in this Indenture there is mentioned, in
any context except in the case of Section 502(1), the payment of the principal
of or any premium, Make-Whole Amount or interest on, or in respect of, any
Security of any series or payment of any related coupon or the net proceeds
received on the sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of Additional Amounts provided
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 as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series 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 principal and any
premium or Make-Whole Amount or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series or any related
coupons 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 or within the series. If any such withholding shall be required, then such
Officers' Certificate

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<PAGE>

shall specify by country the amount, if any, required to be withheld on such
payments to such Holders of Securities of that series or related coupons and the
Company will pay to the Trustee or such Paying Agent 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 or interest with respect to any Securities of a series or
related coupons until it shall have received a certificate advising otherwise
and (ii) to make all payments of principal and interest with respect to the
Securities of a series or related coupons without withholding or deductions
until otherwise advised. The Company covenants to indemnify the Trustee and any
Paying Agent for, and to hold them harmless against, any loss, liability 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 or in
reliance on the Company's not furnishing such an Officers' Certificate.

         SECTION 1012.   Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1004 to 1009, inclusive, and
with any other term, provision or condition with respect to the Securities of
any series specified in accordance with Section 301 (except any such term,
provision or condition which could not be amended without the consent of all
Holders of Securities of such series pursuant to Section 902), if before or
after the time for such compliance the Holders of at least a majority in
principal amount of all outstanding Securities of such series, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

                                 ARTICLE 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 their terms and (except as
otherwise specified as contemplated by

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<PAGE>

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 of less than all of the Securities of any series, the Company
shall, at least 45 days prior to the giving of the notice of redemption in
Section 1104 (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. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

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

         If less than all the Securities of any series issued on the same day
with the same terms 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 issued on such date with
the same terms not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

         The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) 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.

         Notice of redemption shall be given in the manner provided in Section
106, not less than 30 days nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified by

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the terms of such series established pursuant to Section 301, to each Holder of
Securities to be redeemed, but failure to give such notice in the manner herein
provided to the Holder of any Security designated for redemption as a whole or
in part, or any defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other such Security or
portion thereof.

         Any notice that is mailed to the Holders of Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice.

         All notices of redemption shall state:

                  (1)    the Redemption Date;

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

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

                  (4)    in case any Security is to be redeemed in part only,
         that on and after the Redemption Date, upon surrender of such Security,
         the holder will receive, without a 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 to the Redemption Date payable as provided in Section
         1106, if any, will become due and payable upon each such Security, or
         the portion thereof, to be redeemed and, if applicable, that interest
         thereon shall cease to accrue on and after said date;

                  (6)    the Place or Places of Payment where such Securities,
         together in the case of Bearer Securities with all coupons appertaining
         thereto, if any, maturing after the Redemption Date, are to be
         surrendered for payment of the Redemption Price and accrued interest,
         if any, or for conversion;

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

                  (8)    that, unless otherwise specified in such notice, Bearer
         Securities of any series, if any, surrendered for redemption must be
         accompanied by all coupons maturing

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<PAGE>

         subsequent to the date fixed for redemption or the amount of any such
         missing coupon or coupons will be deducted from the Redemption Price,
         unless security or indemnity satisfactory to the Company, the Trustee
         for such series and any Paying Agent is furnished;

                  (9)    if Bearer Securities of any series are to be redeemed
         and any Registered Securities of such series are not to be redeemed,
         and if such Bearer Securities may be exchanged for Registered
         Securities not subject to the redemption on this Redemption Date
         pursuant to Section 305 or otherwise, the last date, as determined by
         the Company, on which such exchanges may be made;

                  (10)   the CUSIP number of such Security, if any, provided
         that neither the Company nor the Trustee shall have any responsibility
         for any such CUSIP number; and

                  (11)   if applicable, that a Holder of Securities who desires
         to convert Securities to be redeemed must satisfy the requirements for
         conversion contained in such Securities, the then existing conversion
         price or rate and the date and time when the option to convert shall
         expire.

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

         SECTION 1105.   Deposit of Redemption Price.

         On or 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, which it may not do in the case of a sinking fund payment under Article
Twelve, segregate and hold in trust as provided in Section 1003) an amount of
money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) sufficient to pay on the Redemption Date the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof 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 specified in the currency or currencies, currency unit
or units or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to

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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) such Securities shall, if the same were interest-bearing, cease to
bear interest and the coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Security for redemption in accordance with said
notice, together with all coupons, if any, appertaining thereto maturing after
the Redemption Date, 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 Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable
only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of coupons for
such interest; and provided further that except as otherwise provided with
respect to Securities convertible into Capital Stock, installments of interest
on Registered 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
307.

         If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium or Make-Whole
Amount, if any) shall, until paid, bear interest from the Redemption Date at the
rate borne by the Security.

         SECTION 1107.   Securities Redeemed in Part.


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<PAGE>

         Any Security which is to be redeemed only in part (pursuant to the
provisions of this Article or of Article Twelve) shall be surrendered at a Place
of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge a
new Security or Securities of the same series, 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

                                  SINKING FUNDS

         SECTION 1201.   Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

         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 such Securities of any series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of any Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to
reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

         SECTION 1202.   Satisfaction of Sinking Fund Payments with Securities.

         The Company may, in satisfaction of all or any part of any mandatory
sinking fund payment with respect to the Securities of a series, (1) deliver
Outstanding Securities of such series (other than any previously called for
redemption) together in the case of any Bearer Securities of such series with
all unmatured coupons appertaining thereto and (2) apply as a credit 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, as
provided for by the terms of such Securities, or which have otherwise been
acquired by the Company; provided that such Securities so delivered or applied
as a

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<PAGE>

credit have not been previously so credited. Such Securities shall be received
and credited for such purpose by the Trustee at the applicable 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 1203.   Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking payment date for Securities
of any series, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (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 and crediting Securities of that series
pursuant to Section 1202, and the optional amount, if any, to be added in cash
to the next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so delivered and credited. If such Officers'
Certificate shall specify an optional amount to be added in cash to the next
ensuing mandatory sinking fund payment, the Company shall thereupon be obligated
to pay the amount therein specified. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 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.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

         SECTION 1301.   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, if any, and (except as otherwise specified by the terms of such
series established pursuant to Section 301) in accordance with this Article.

         SECTION 1302.   Repayment of Securities.



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<PAGE>

         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 thereon,
together with interest, if any, thereof 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 in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (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 on, all the Securities or portions
thereof, as the case may be, to be repaid on such date.

         SECTION 1303.   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. In order for any Security to be repaid at the option of the
Holder, the Trustee must receive 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 60 days nor later than 30 days prior to the Repayment Date (1) the
Security so providing for such repayment together with the "Option to Elect
Repayment" form on the reverse thereof duly completed by the Holder (or by the
Holder's attorney duly authorized in writing) or (2) a telegram, telex,
facsimile transmission or a letter from a member of a national securities
exchange, or the National Association of Securities Dealers, Inc. ("NASD"), or a
commercial bank or trust company in the United States setting forth the name of
the Holder of the Security, the principal amount of the Security, the principal
amount of the Security to be repaid, the CUSIP number, if any, or a description
of the tenor and terms of the Security, a statement that the option to elect
repayment is being exercised thereby and a guarantee that the Security to be
repaid, together with the duly completed form entitled "Option to Elect
Repayment" on the reverse of the Security, will be received by the Trustee not
later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, however, that such telegram, telex,
facsimile transmission or letter shall only be effective if such Security and
form duly completed are received by the Trustee by such fifth Business Day. 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

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<PAGE>

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 or within 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 1304.   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
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, 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 coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable (but without interest thereon,
unless the Company shall default in the payment thereof) 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 307.

         If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from

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the amount payable therefor as provided in Section 1302 an amount equal to the
face amount of all such missing coupons, or the surrender of such missing coupon
or coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made as provided in the preceding sentence, such
Holder shall be entitled to receive the amount so deducted; provided, however,
that interest represented by coupons shall be payable only at an office or
agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

         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 1305.   Securities Repaid in Part.

         Upon surrender of any Registered 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 Registered Security or Securities of the same series, of any
authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid.

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 1401.   Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance.

         If, pursuant to Section 301, provision is made for either or both of
(a) defeasance of the Securities of or within a series under Section 1402 or (b)
covenant defeasance of the Securities of or within a series under Section 1403
to be applicable to the Securities of any series, then the provisions of such
Section or Sections, as the case may be, together with the other provisions of
this Article (with such modifications thereto as may be specified pursuant to
Section 301 with respect to any

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<PAGE>

Securities), shall be applicable to such Securities and any coupons appertaining
thereto, and the Company may at its option by Board Resolution, at any time,
with respect to such Securities and any coupons appertaining thereto, elect to
defease such Outstanding Securities and any coupons appertaining thereto
pursuant to Section 1402 (if applicable) or Section 1403 (if applicable) upon
compliance with the conditions set forth below in this Article.

         SECTION 1402    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 and any coupons appertaining thereto on the date the
conditions set forth in Section 1404 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 and any coupons appertaining thereto, which shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 1405 and the other
Sections of this Indenture referred to in clauses (A) and (B) below, and to have
satisfied all of its other obligations under such Securities and any coupons
appertaining thereto and this Indenture insofar as such Securities and any
coupons appertaining thereto 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 and any
coupons appertaining thereto to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of (and premium or Make-Whole Amount, if any) and interest, if
any, on such Securities and any coupons appertaining thereto when such payments
are due, (B) the Company's obligations with respect to such Securities under
Sections 305, 306, 1002 and 1003 and with respect to the payment of Additional
Amounts, if any, on such Securities as contemplated by Section 1011, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (D)
this Article. Subject to compliance with this Article Fourteen, the Company may
exercise its option under this Section notwithstanding the prior exercise of its
option under Section 1403 with respect to such Securities and any coupons
appertaining thereto.

         SECTION 1403.   Covenant Defeasance.

         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 released from its obligations under Sections 1004 to 1009, inclusive, and, if
specified pursuant to Section 301, its obligations under any other covenant,
with respect to such Outstanding Securities and any coupons

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<PAGE>

appertaining thereto on and after the date the conditions set forth in Section
1404 are satisfied (hereinafter, "covenant defeasance"), and such Securities and
any coupons appertaining thereto shall thereafter be deemed to be not
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with
Sections 1004 to 1009, inclusive, or such other covenant, but shall continue to
be deemed "Outstanding" for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Outstanding Securities and
any coupons appertaining thereto, 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 Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other 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(4) or
501(9) or otherwise, as the case may be, but, except as specified above, the
remainder of this Indenture and such Securities and any coupons appertaining
thereto shall be unaffected thereby.

         SECTION 1404.   Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to application of Section 1402 or
Section 1403 to any Outstanding Securities of or within a series and any coupons
appertaining thereto:

                  (a)    The Company shall irrevocably have deposited or caused
         to be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 607 who shall agree to comply with the
         provisions of this Article Fourteen 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 and any coupons appertaining thereto, (1) an
         amount in such currency, currencies or currency unit in which such
         Securities and any coupons appertaining thereto are then specified as
         payable at Stated Maturity, or (2) Government Obligations applicable to
         such Securities and coupons appertaining thereto (determined on the
         basis of the currency, currencies or currency unit in which such
         Securities and coupons appertaining thereto are then specified as
         payable at Stated Maturity) 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 or Make-Whole Amount, if any) and
         interest, if any, on such Securities and any coupons appertaining
         thereto, money in an amount, or (3) a combination thereof in an amount,
         sufficient, without consideration of any reinvestment of such principal
         and

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<PAGE>

         interest, 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 or Make-Whole Amount, if
         any) and interest, if any, on such Outstanding Securities and any
         coupons appertaining thereto on the Stated Maturity of such principal
         or installment of principal or interest and (ii) any mandatory sinking
         fund payments or analogous payments applicable to such Outstanding
         Securities and any coupons appertaining thereto on the day on which
         such payments are due and payable in accordance with the terms of this
         Indenture and of such Securities and any coupons appertaining thereto;
         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.

                  (b)    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 (and shall not cause the
         Trustee to have a conflicting interest pursuant to Section 310(b) of
         the TIA with respect to any Security of the Company).

                  (c)    No Event of Default or event which with notice or lapse
         of time or both would become an Event of Default with respect to such
         Securities and any coupons appertaining thereto shall have occurred and
         be continuing on the date of such deposit or, insofar as Sections
         501(7) and 501(8) are concerned, 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).

                  (d)    In the case of an election under Section 1402, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating that (i) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling, or (ii) 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 and any coupons appertaining thereto will not
         recognize income, gain or loss for Federal income

                                       89
<PAGE>

         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.

                  (e)    In the case of an election under Section 1403, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Holders of such Outstanding Securities and any
         coupons appertaining thereto 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.

                  (f)    The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent to the defeasance under Section 1402 or the
         covenant defeasance under Section 1403 (as the case may be) have been
         complied with and an Opinion of Counsel to the effect that either (i)
         as a result of a deposit pursuant to subsection (a) above and the
         related exercise of the Company's option under Section 1402 or Section
         1403 (as the case may be) registration is not required under the
         Investment Company Act of 1940, as amended, by the Company, with
         respect to the trust funds representing such deposit or by the Trustee
         for such trust funds or (ii) all necessary registrations under said Act
         have been effected.

                  (g)    After the 91st day following the deposit, the trust
         funds will not be subject to the effect of any applicable bankruptcy,
         insolvency, reorganization or similar laws affecting creditors' rights
         generally.

                  (h)    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
         which may be imposed on the Company in connection therewith pursuant to
         Section 301.

         SECTION 1405.   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 1405, the
"Trustee") pursuant to Section 1404 in respect of any Outstanding Securities of
any series and any coupons appertaining thereto shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
any coupons appertaining thereto and this Indenture, to the payment, either
directly or

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<PAGE>

through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal (and premium or Make-Whole Amount, if any) and interest and Additional
Amounts, if any, but such money need not be segregated from other funds except
to the extent required by law.

         Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 301 or the terms of such
Security to receive payment in a currency or currency unit other than that in
which the deposit pursuant to Section 1404(a) has been made in respect of such
Security, or (b) a Conversion Event occurs in respect of the currency or
currency unit in which the deposit pursuant to Section 1404(a) has been made,
the indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium or Make-Whole
Amount, if any), and interest, if any, on such Security as the same becomes due
out of the proceeds yielded by converting (from time to time as specified below
in the case of any such election) the amount or other property deposited in
respect of such Security into the currency or currency unit in which such
Security becomes payable as a result of such election or Conversion Event based
on the applicable market exchange rate for such currency or currency unit in
effect on the second Business Day prior to each payment date, except, with
respect to a Conversion Event, for such currency or currency unit in effect (as
nearly as feasible) at the time of the Conversion Event.

         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 1404 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 and any coupons
appertaining thereto.

         Anything in this Article 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 1404 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 a defeasance or
covenant defeasance, as applicable, in accordance with this Article.

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<PAGE>

                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

         SECTION 1501.   Purposes for Which Meetings May Be Called.

         A meeting of Holders of Securities of any series may be called at any
time and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by Holders of
Securities of such series.

         SECTION 1502.   Call, Notice and Place of Meetings.

                  (a)    The Trustee may at any time call a meeting of Holders
         of Securities of any series for any purpose specified in Section 1501,
         to be held at such time and at such place in the Borough of Manhattan,
         The City of New York, or in London as the Trustee shall determine.
         Notice of every meeting of Holders of Securities of any series, setting
         forth the time and the place of such meeting and in general terms the
         action proposed to be taken at such meeting, shall be given, in the
         manner provided in Section 106, not less than 21 nor more than 180 days
         prior to the date fixed for the meeting.

                  (b)    In case at any time the Company, pursuant to a Board
         Resolution, or the Holders of at least 10% in principal amount of the
         Outstanding Securities of any series shall have requested the Trustee
         to call a meeting of the Holders of Securities of such series for any
         purpose specified in Section 1501, by written request setting forth in
         reasonable detail the action proposed to be taken at the meeting, and
         the Trustee shall not have made the first publication of the notice of
         such meeting within 21 days after receipt of such request or shall not
         thereafter proceed to cause the meeting to be held as provided herein,
         then the Company or the Holders of Securities of such series in the
         amount above specified, as the case may be, may determine the time and
         the place in the Borough of Manhattan, The City of New York, or in
         London for such meeting and may call such meeting for such purposes by
         giving notice thereof as provided in subsection (a) of this Section.

         SECTION 1503.   Persons Entitled to Vote at Meetings.

         To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities

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<PAGE>

of any series shall be the Persons entitled to vote at such meeting and their
counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

         SECTION 1504.   Quorum; Action.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes after the time appointed for any
such meeting, the meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section
1502(a), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of any adjourned meeting shall state expressly the percentage,
as provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum.

         Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Securities
of that series.

         Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of

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<PAGE>

such series and the related coupons, whether or not present or represented at
the meeting.

         Notwithstanding the foregoing provisions of this Section 1504, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

                  (i)    there shall be no minimum quorum requirement for such
         meeting; and

                  (ii)   the principal amount of the Outstanding Securities of
         such series that vote in favor of such request, demand, authorization,
         direction, notice, consent, waiver or other action shall be taken into
         account in determining whether such request, demand, authorization,
         direction, notice, consent, waiver or other action has been made, given
         or taken under this Indenture.

         SECTION 1505.   Determination of Voting Rights; Conduct and Adjournment
of Meetings.

                  (a)    Notwithstanding any provisions of this Indenture, the
         Trustee may make such reasonable regulations as it may deem advisable
         for any meeting of Holders of Securities of a series in regard to proof
         of the holding of Securities of such series and of the appointment of
         proxies and in regard to the appointment and duties of inspectors of
         votes, the submission and examination of proxies, certificates and
         other evidence of the right to vote, and such other matters concerning
         the conduct of the meeting as it shall deem appropriate. Except as
         otherwise permitted or required by any such regulations, the holding of
         Securities shall be proved in the manner specified in Section 104 and
         the appointment of any proxy shall be proved in the manner specified in
         Section 104 or by having the signature of the Person executing the
         proxy witnessed or guaranteed by any trust company, bank or banker
         authorized by Section 104 to certify to the holding of Bearer
         Securities. Such regulations may provide that written instruments
         appointing proxies, regular on their face, may be presumed valid and
         genuine without the proof specified in Section 104 or other proof.

                  (b)    The Trustee shall, by an instrument in writing, appoint
         a temporary chairman of the meeting, unless the meeting shall have been
         called by the Company or by Holders of Securities as provided in
         Section 1502(b), in which case the Company or the Holders of Securities
         of or within the series calling the meeting, as the case may be, shall
         in like

                                       94
<PAGE>

         manner appoint a temporary chairman. A permanent chairman and a
         permanent secretary of the meeting shall be elected by vote of the
         Persons entitled to vote a majority in principal amount of the
         Outstanding Securities of such series represented at the meeting.

                  (c)    At any meeting each Holder of a Security of such series
         or proxy shall be entitled to one vote for each $1,000 principal amount
         of the Outstanding Securities of such series held or represented by
         him; provided, however, that no vote shall be cast or counted at any
         meeting in respect of any Security challenged as not Outstanding and
         ruled by the chairman of the meeting to be not Outstanding. The
         chairman of the meeting shall have no right to vote, except as a Holder
         of a Security of such series or proxy.

                  (d)    Any meeting of Holders of Securities of any series duly
         called pursuant to Section 1502 at which a quorum is present may be
         adjourned from time to time by Persons entitled to vote a majority in
         principal amount of the Outstanding Securities of such series
         represented at the meeting, and the meeting may be held as so adjourned
         without further notice.

         SECTION 1506.   Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

         SECTION 1507.   Evidence of Action Taken by Holders.

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<PAGE>

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by a specified
percentage in principal amount of the Holders of any or all series may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such specified percentage of Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Article Six) conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Article.

         SECTION 1508.   Proof of Execution of Instruments.

         Subject to Article Six, the execution of any instrument by a Holder or
his agent or proxy may be proved in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.

                                 ARTICLE SIXTEEN

                                  SUBORDINATION

         SECTION 1601.   Agreement to Subordinate.

         The Company agrees, and each Holder by accepting a Security agrees,
that the indebtedness evidenced by the Securities is subordinated in right of
payment, to the extent and in the manner provided in this Article, to the prior
payment in full of all Senior Debt and that the subordination is for the benefit
of the holders of Senior Debt.

         SECTION 1602.   Liquidation; Dissolution; Bankruptcy.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property:

                  (1)    holders of Senior Debt shall be entitled to receive
         payment in full in cash of the principal of and interest (including
         interest accruing after the commencement of any such proceeding) to the
         date of payment on the Senior Debt before Holders shall be entitled to
         receive any payment of principal of or interest on Securities;

                  (2)    until the Senior Debt is paid in full in cash, any
         distribution to which Holders would be entitled but for this Article
         shall be made to holders of Senior Debt as their interests may appear,
         except that Holders may receive

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<PAGE>

         securities that are subordinated to Senior Debt to at least the same
         extent as the Securities; and

                  (3)    the Trustee is entitled to rely upon an order or decree
         of a court of competent jurisdiction or a certificate of a bankruptcy
         trustee or other similar official for the purpose of ascertaining the
         persons entitled to participate in such distribution, the holders of
         Senior Debt and other Company debt, the amount thereof or payable
         thereon and all other pertinent facts relating to the Trustee's
         obligations under this Article Sixteen.

         SECTION 1603.   Default on Senior Debt.

         The Company may not pay principal of or interest on the Securities and
may not acquire any Securities for cash or property other than capital stock of
the Company if:

                  (1)    a default on Senior Debt occurs and is continuing that
         permits holders of such Senior Debt to accelerate its maturity, and

                  (2)    the default is the subject of judicial proceedings or
         the Company receives a notice of the default from a person who may give
         it pursuant to Section 1611. If the Company receives any such notice, a
         similar notice received within nine months thereafter relating to the
         same default on the same issue of Senior Debt shall not be effective
         for purposes of this Section.

         The Company may resume payments on the Securities and may acquire them
when:

                  (a)    the default is cured or waived, or

                  (b)    120 days pass after the notice is given if the default
         is not the subject of judicial proceedings.

if this Article otherwise permits the payment or acquisition at that time.

         SECTION 1604.   Acceleration of Securities.

         If payment of the Securities is accelerated because of an Event of
Default, the Company shall promptly notify holders of Senior Debt of the
acceleration. The Company may pay the Securities when 120 days pass after the
acceleration occurs if this Article permits the payment at that time.

         SECTION 1605.   When Distribution Must Be Paid Over.

         If a distribution is made to Holders that because of this Article
should not have been made to them, the Holders who receive the distribution
shall hold it in trust for holders of

                                       97
<PAGE>

         Senior Debt and pay it over to them as their interests may appear.

         SECTION 1606.   Notice by the Company

         The Company shall promptly notify the Trustee and any Paying Agent of
any facts known to the Company that would cause a payment of principal of or
interest on Securities to violate this Article.

         SECTION 1607.   Subrogation.

         After all Senior Debt is paid in full and until the Securities are paid
in full, Holders shall be subrogated to the rights of holders of Senior Debt to
receive distributions applicable to Senior Debt to the extent that distributions
otherwise payable to the Holders have been applied to the payment of Senior
Debt. A distribution made under this Article to holders of Senior Debt which
otherwise would have been made to Holders is not, as between the Company and
Holders, a payment by the Company on Senior Debt.

         SECTION 1608.   Relative Rights.

         This Article defines the relative rights of Holders and holders of
Senior Debt. Nothing in this Indenture shall:

                  (1)    impair, as between the Company and Holders, the
         obligation of the Company, which is absolute and unconditional, to pay
         principal of and interest on the Securities in accordance with their
         terms;

                  (2)    affect the relative rights of Holders and creditors of
         the Company other than holders of Senior Debt; or

                  (3)    prevent the Trustee or any Holder from exercising its
         available remedies upon an Event of Default, subject to the rights of
         holders of Senior Debt to receive distributions otherwise payable to
         Holders.

         If the Company fails because of this Article to pay principal of or
interest on a Security on the due date, the failure is still a default.

         SECTION 1609.   Subordination May Not Be Impaired by the Company

         No right of any holder of Senior Debt to enforce the subordination of
the indebtedness evidenced by the Securities shall be impaired by any act or
failure to act by the Company or by its failure to comply with this Indenture.

         SECTION 1610.   Distribution or Notice to Representative.



                                       98
<PAGE>

         Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

         SECTION 1611.   Rights of Trustee and Paying Agent.

         The Trustee or any Paying Agent may continue to make payments on the
Securities until it receives written notice of facts that would cause a payment
of principal of or interest on the Securities to violate this Article. Only the
Company, a Representative or a holder of an issue of Senior Debt that has no
Representative may give the written notice.

         The Trustee has no fiduciary duty to the holders of Senior Debt other
than as created under this Indenture. The Trustee in its individual or any other
capacity may hold Senior Debt with the same rights it would have if it were not
Trustee.

         The Company's obligation to pay, and the Company's payment of, the
Trustee's fees pursuant to Section 606 are excluded from the operation of this
Article Sixteen.

                                    * * * * *


         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.

                                       99
<PAGE>

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

                                       FBR Asset Investment Corporation

                                       By:
                                           -------------------------------------
                                           Name: Eric F. Billings
                                           Title: President and Chief Executive
                                                  Officer

                                       ________________, as Trustee

                                       By: ____________________________
                                           Name:_______________________
                                           Title: _____________________


                                       100
<PAGE>

STATE OF VIRGINIA

CITY OF ARLINGTON

         The foregoing instrument was acknowledged before me in the City of
Arlington, State of Virginia, by __________________,
______________________________ of FBR Asset Investment Corporation. a Virginia
corporation, on behalf of the corporation.

         My commission expires ________________________________________.




         ------------------------------------
         Notary Public

         STATE OF _________________________________

         CITY/COUNTY OF __________________________

         The foregoing instrument was acknowledged before me in the City/County
of _____________________________, State of _______________________, by
__________________, _______________________________ of _____________, a
____________ corporation, on behalf of the corporation.

         My commission expires ________________________________________.




         ------------------------------------
         Notary Public

                                       101
<PAGE>

                                    EXHIBIT A

                             FORMS OF CERTIFICATION


                                   EXHIBIT A-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE


                                   CERTIFICATE

     [Insert title or sufficient description of Securities to be delivered]

         This is to certify that, as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise Property Company of America or its agent that such financial
institution will provide a certificate within a reasonable time stating that it
agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by a financial institution for purposes of
resale during the restricted period (as defined in United States Treasury
Regulations Section 1.163- 5(c)(2)(i)(D)(7)), and, such financial institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)), certifies that it has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

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

                                       A-1
<PAGE>

         We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.

         This certificate excepts and does not related to [U.S.$]
________________ of such interest in the above-captioned Securities in respect
of which we are not able to certify and as to which we understand an exchange
for an interest in a Permanent Global Security or an exchange for and delivery
of definitive Securities (or, if relevant, collection of any interest) cannot be
made until we do so certify.

         We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

         Dated: __________________, 20__
         [To be dated no earlier than the 15th day prior
         to the earlier of (i) the Exchange Date or
         (ii) the relevant Interest Payment Date occurring
         prior to the Exchange Date, as applicable]


                                       [Name of Person Making
                                       Certification]



                                       ---------------------------
                                       (Authorized Signator)
                                       Name:
                                       Title:


                                       A-2
<PAGE>

                                   EXHIBIT A-2

                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
                AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF
                 A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
               OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

     [Insert title or sufficient description of Securities to be delivered]

         This is to certify that, based solely on written certifications that we
have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$] ______________
principal amount of the above-captioned Securities (i) is owned by person(s)
that are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are
herein referred to as "financial institutions") purchasing for their own account
or for resale, or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such financial institution has
agreed, on its own behalf or through its agent, that we may advise Property
Company of America or its agent that such financial institution will provide a
certificate within a reasonable time stating that it agrees to comply with the
requirements of Section 165(j)(3)(A), (B), or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), or (iii) is owned by a
financial institution for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and that such financial institutions described in clause (iii) above (whether or
not also described in clause (i) or (ii)) have certified that they have not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its possessions.

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

                                       A-3
<PAGE>

         We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

         We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

         Dated: __________________, 20__
         [To be dated no earlier than the earlier of
         the Exchange Date or the relevant Interest
         Payment Date occurring prior to the Exchange
         Date, as applicable]


                                       [Morgan Guaranty Trust
                                       Company of New York,
                                       Brussels Office,] as
                                       Operator of the
                                       Euroclear System
                                       [Cedel S.A.]



                                       By:
                                           -----------------------

                                       A-4