INDENTURE

1
EXHIBIT 4.2

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INDENTURE

Dated as of _____________, 199___

between

XXXX CORPORATION,
as Issuer

and

_______________________,
as Trustee

________________

Subordinated Notes

________________

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2

Contents, p. 1

TABLE OF CONTENTS

Page
----

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1.03. Incorporation by Reference of Trust Indenture Act . . . . . . . . . . . . . . . . . . . 6
SECTION 1.04. Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE II

THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.01. Unlimited in Amount, Issuable in Series, Form and Dating . . . . . . . . . . . . . . . 7
SECTION 2.02. Execution and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.03. Registrar and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.04. Paying Agent to Hold Assets in Trust . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.05. Holder Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.06. Registration of Transfer and Exchange. . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.07. Replacement Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.08. Outstanding Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.09. Treasury Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.10. Temporary Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.11. Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.12. CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.13. Defaulted Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE III

REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.01. Notices to Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.02. Selection of Securities to Be Redeemed. . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.03. Notice of Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 3.04. Effect of Notice of Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 3.05. Deposit of Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 3.06. Securities Redeemed in Part. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Contents, p. 2

ARTICLE IV

COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.01. Payment of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.02. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.03. SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.04. Compliance Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.05. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.06. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.07. Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.08. Limitation on Sale and Lease-Back Transactions . . . . . . . . . . . . . . . . . . . . 18

ARTICLE V

MERGER, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 5.01. When Company May Merge, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 5.02. Successor Corporation Substituted. . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE VI

DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 6.02. Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 6.03. Other Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 6.04. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 6.05. Control by Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 6.06. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 6.07. Rights of Holders To Receive Payment . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 6.08. Collection Suit by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 6.09. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 6.10. Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 6.11. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE VII

TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 7.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 7.02. Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 7.03. Individual Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 7.04. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 7.05. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 7.06. Reports by Trustee to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 7.07. Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Contents, p. 3

SECTION 7.08. Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 7.09. Successor Trustee by Merger, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 7.10. Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 7.11. Preferential Collection of Claims Against the Company . . . . . . . . . . . . . . . . . 28

ARTICLE VIII

DISCHARGE OF INDENTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 8.01. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 8.02. Application of Trust Funds; Indemnification . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 8.03. Legal Defeasance of Securities of any Series . . . . . . . . . . . . . . . . . . . . . 29
SECTION 8.04. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 8.05. Repayment to Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 9.01. Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 9.02. With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 9.03. Compliance with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 9.04. Revocation and Effect of Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 9.05. Notation on or Exchange of Securities . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 9.06. Trustee to Sign Amendment, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE X

SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 10.01. Securities Subordinated to Senior Indebtedness . . . . . . . . . . . . . . . . . . . . 34
SECTION 10.02. Priority and Payment Over of Proceeds in Certain Events . . . . . . . . . . . . . . . . 34
SECTION 10.03. Payments May Be Paid Prior to Dissolution . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 10.04. Rights of Holders of Senior Indebtedness Not to Be Impaired . . . . . . . . . . . . . . 36
SECTION 10.05. Authorization to Trustee to Take Action to Effectuate
Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 10.06. Distribution or Notice to Representative . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 10.07. Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 10.08. Obligations of Company Unconditional . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 10.09. Trustee Entitled to Assume Payments Not Prohibited in
Absence of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 10.10. Right of Trustee to Hold Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE XI

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

Contents, p. 4

SECTION 11.01. Trust Indenture Act Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 11.02. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 11.03. Communication by Holders with Other Holders . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 11.04. Certificate and Opinion as to Conditions Precedent . . . . . . . . . . . . . . . . . . 40
SECTION 11.05. Statements Required in Certificate or Opinion . . . . . . . . . . . . . . . . . . . . . 40
SECTION 11.06. Rules by Trustee and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 11.07. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 11.08. Duplicate Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 11.09. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 11.10. No Adverse Interpretation of Other Agreements . . . . . . . . . . . . . . . . . . . . . 41
SECTION 11.11. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 11.12. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 11.13. Counterpart Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

CROSS-REFERENCE TABLE

Indenture
TIA Section Section
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Section 310(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.08; 7.10
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
Section 311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
Section 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.05
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.03
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.03
Section 313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06; 12.02;
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
Section 314(a)(1), (2), (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.03
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.04
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.04
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.04
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.05
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
Section 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05; 11.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(c)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11
Section 316(a)(last sentence) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.09
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.05
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.04
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.04
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.08
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09

7
2

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.04
Section 318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11.01

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

N.A. means Not Applicable

NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be
a part of the Indenture.

INDENTURE dated as of __________, 199__, between XXXX CORPORATION, a
Delaware corporation (the "Company"), as issuer, and _________________, a
__________________, as trustee (the "Trustee").

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

Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of each series of
the Securities:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

"Affiliate" means, when used with reference to the Company or
another person, any person directly or indirectly controlling, controlled by,
or under direct or indirect common control with, the Company or such other
person, as the case may be. For the purposes of this definition, "control"
when used with respect to any specified person means the power to direct or
cause the direction of management or 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 of the foregoing.

"Agent" means any Registrar, Paying Agent, authenticating
agent or co-Registrar.

"Attributable Value" means, in connection with a sale and
lease-back transaction, the lesser of (a) the fair market value of the assets
subject to such transaction and (b) the present value (discounted at a rate per
annum equal to the rate of interest implicit in the lease involved in such sale
and lease-back transaction, as determined in good faith by the Company) of the
obligations of the lessee for rental payments during the term of the related
lease.

"Board of Directors" means, with respect to any person, the
Board of Directors of a person or any duly authorized committee of such
Board of Directors.

"Board Resolution" means a copy of a resolution certified by
the secretary or an assistant secretary of such person to have been duly
adopted by the Board of Directors of such

person or any duly authorized committee thereof and to be in full force and
effect on the date of such certification, and delivered to the Trustee.

"Business Day" means a day that is not a Legal Holiday as
defined in Section 11.07.

"Company" means the party named as such in this Indenture, or
any other obligor under this Indenture, until a successor replaces it pursuant
to this Indenture and thereafter means the successor.

"Consolidated" or "consolidated" means, when used with
reference to any amount, such amount determined on a consolidated basis in
accordance with GAAP, after the elimination of intercompany items.

"Consolidated Net Assets" means, as of any particular time,
the aggregate amount of assets after deducting therefrom all current
liabilities except for (a) short term borrowings, (b) current maturities of
long-term debt and (c) current maturities of obligations under capital leases,
all as set forth on the most recent consolidated balance sheet of the Company
and its consolidated Subsidiaries and computed in accordance with GAAP.

"Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate services business shall be
principally administered, which office at the date of execution of this
Indenture is located at _________________________________________________.

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

"Event of Default" has the meaning provided in Section 6.01.

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

"Exempted Debt" means the sum of the following as of the date
of determination: (i) Indebtedness of the Company incurred after the date
hereof and secured by Liens not otherwise permitted by the first sentence of
Section 4.07 and (ii) the Attributable Value of outstanding leases in respect
of sale and lease-back transactions entered into after the date hereof, other
than sale and lease-back transactions permitted by the limitation on sale and
lease-back transactions set forth under Section 4.08. For purposes of
determining whether or not a sale and lease-back transaction is "permitted"
Section 4.08, the last paragraph of Section 4.07 (creating an exception for
Exempted Debt) will be disregarded.

"GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or

in such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are applicable from
time to time.

"Global Security" means a Security issued to evidence all or a
part of any series of Securities that is executed by the Company and
authenticated and delivered by the Trustee to a depositary or pursuant to such
depositary's instructions, all in accordance with this Indenture and pursuant
to Section 2.01, which shall be registered as to principal and interest in the
name of such depositary or its nominee.

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

"Indebtedness" of a Person means all obligations which would
be treated as liabilities upon a balance sheet of such Person prepared on a
consolidated basis in accordance with GAAP.

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

"Lien" means any lien, security interest, charge or
encumbrance of any kind.

"Obligations" means all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

"Officer" of any person means the Chairman of the Board, the
Chief Executive Officer, the President, any Vice President, the Treasurer, the
Secretary or the Controller of such person.

"Officers' Certificate" means a certificate signed by two
Officers or by an Officer and an Assistant Treasurer, Assistant Secretary or
Assistant Controller of any person.

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

"Original Issue Discount Security" means any Security which
provides that an amount less than its principal amount is due and payable upon
acceleration after an Event of Default.

"Permitted Liens" means (i) Liens on accounts receivable,
inventory, patents, trademarks, trade names and other intangible assets,
securing Indebtedness of the Company or any Subsidiary of the Company; (ii)
Liens on assets located outside the United States of America; (iii) Liens on
any asset of the Company or any Subsidiary of the Company created solely to
secure obligations incurred to finance the refurbishment, improvement or
construction of such asset, which obligations are incurred no later than 12
months after completion of such refurbishment, improvement or construction, and
all renewals, extensions, refinancings, replacements or refundings of such
obligations; (iv)(a) Liens

given to secure the payment of the purchase price incurred in connection with
the acquisition (including acquisition through merger or consolidation) of
property (including shares of stock), including capital lease transactions in
connection with any such acquisition, and (b) Liens existing on property at the
time of acquisition thereof or at the time of acquisition by the Company or a
Subsidiary of the Company of any person then owning such property whether or
not such existing Liens were given to secure the payment of the purchase price
of the property to which they attach; provided that, with respect to clause
(a), the Liens shall be given within 12 months after such acquisition and shall
attach solely to the property acquired or purchased and any improvements then
or thereafter placed thereon; (v) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods; (vi) Liens upon specific items of
goods and proceeds of any Person securing such Person's obligations in respect
of bankers' acceptances issued or created for the account of such Person to
facilitate the purchase, shipment or storage of such inventory or other goods;
(vii) Liens securing reimbursement obligations with respect to letters of credit
that encumber documents and other property relating to such letters of credit
and the products and proceeds thereof; (viii) Liens on life insurance policies
granted to secure Indebtedness of the Company or any Subsidiary of the Company
against the cash surrender value thereof; (ix) Liens encumbering customary
initial deposits and margin deposits and other Liens in the ordinary course of
business, in each case securing Indebtedness of the Company under interest swap
obligations and currency agreements and forward contract, option, futures
contracts, futures options or similar agreements or arrangements designed to
protect the Company or any of its Subsidiaries from fluctuations in interest
rates, currency exchange rates or the price of commodities; (x) Liens arising
out of conditional sale, title retention, consignment or similar arrangements
for the sale of goods entered into by the Company or any of its Subsidiaries in
the ordinary course of business; (xi) statutory Liens and rights of offset and
setoff arising or granted in the ordinary course of business of the Company
and its Subsidiaries; (xii) Liens arising in connection with
industrial development bonds or other industrial development, pollution control
or tax favored financing transactions; (xiii) Liens for taxes, assessments,
governmental charges or claims which are being contested in good faith by
appropriate proceedings, promptly instituted and diligently conducted, if a
reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor; (xiv) statutory Liens of
landlords and carriers', warehousemen's, mechanics', suppliers',
materialmen's, repairmen's, or other like Liens arising in the ordinary course
of business and with respect to amounts not yet delinquent or being contested
in good faith by appropriate process of law, if a reserve or other appropriate
provision, if any, as shall be required by GAAP shall have been made therefor;
and (xv) Liens in favor of the Company or any Subsidiary of the Company.

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

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

"Redemption Price" has the meaning provided in Section 3.03.
12

"SEC" means the Securities and Exchange Commission and any
government agency succeeding to its functions.

"Securities" means the means the Securities authenticated and
delivered under this Indenture.

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

"Senior Indebtedness" means all Indebtedness (present or
future) created, incurred, assumed or guaranteed by the Company (and all
renewals, extensions or refundings thereof), unless the instrument under which
such Indebtedness is created, incurred, assumed or guaranteed provides that
such Indebtedness is not senior or superior in right of payment to the
Securities. Notwithstanding anything to the contrary in the foregoing, Senior
Indebtedness shall not include (i) any Indebtedness of the Company to any of
its Subsidiaries, (ii) any trade payables of the Company or (iii) any liability
for federal, state, local or other taxes owed or owing by the Company.

"Subordinated Indebtedness" means the Securities and any other
Indebtedness that is subordinate or junior in right of payment to Senior
Indebtedness.

"Subsidiary" of any Person means (i) a corporation a majority
of whose capital stock with voting power, under ordinary circumstances, to
elect directors is at the time, directly or indirectly, owned by such Person or
by such Person and a subsidiary or subsidiaries of such Person or by a
subsidiary or subsidiaries of such Person or (ii) any other Person (other than
a corporation) in which such Person or such Person and a subsidiary or
subsidiaries of such Person or a subsidiary or subsidiaries of such Persons, at
the time, directly or indirectly, owns at least a majority voting interest
under ordinary circumstances.

"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Section 77aaa-77bbbb), as in effect on the date of this Indenture; provided,
however, that in the event the TIA is amended after such date, "TIA" means, to
the extent required by such amendment, the Trust Indenture Act of 1939, as so
amended.

"Trustee" means the party named as such above until a
successor becomes such pursuant to this Indenture and thereafter means or
includes each party who is then a trustee hereunder, and if at any time there
is more than one such party, "Trustee" as used with respect to the Securities
of any series means the Trustee with respect to Securities of that series. If
Trustees with respect to different series of Securities are trustees under this
Indenture, nothing herein shall constitute the Trustees co-trustees of the same
trust, and each Trustee shall be the trustee of a trust separate and apart from
any trust administered by any other Trustee with respect to a different series
of Securities.

"Trust Officer" means any officer in the corporate trust
department of the Trustee or any other officer of the Trustee assigned by the
Trustee to administer this Indenture.

"U.S. Government Obligations" means (i) direct obligations of
the United States of America for the payment of which the full faith and credit
of the United States of America 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, the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America and which in
either case, are non-callable at the option of the issuer thereof.

SECTION 1.02. Other Definitions.

Defined in
Term Section
---- -----------

"Bankruptcy Law" . . . . . . . . . . . . . . . . . . 6.01
"Custodian" . . . . . . . . . . . . . . . . . . . . . 6.01
"Legal Holiday" . . . . . . . . . . . . . . . . . . . 11.07
"Paying Agent" . . . . . . . . . . . . . . . . . . . 2.03
"Registrar" . . . . . . . . . . . . . . . . . . . . . 2.03

SECTION 1.03. Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the
following meanings:

"indenture securities" means the Securities;

"indenture security holder" means a Holder;

"indenture to be qualified" means this Indenture;

"indenture trustee" or "institutional trustee" means the
Trustee; and

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

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

SECTION 1.04. Rules of Construction. Unless the context
otherwise requires: (i) a term has the meaning assigned to it; (ii) an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP; (iii) "or" is not exclusive; (iv) words in the singular
include the plural, and in the plural include the singular; and (v) provisions
apply to successive events and transactions. Statements relating to the
payment of principal and interest shall include the payment, premium (if any)
and interest.

ARTICLE II

THE SECURITIES

SECTION 2.01. Unlimited in Amount, Issuable in Series, Form
and Dating.

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 pursuant to a
Board Resolution or an Officers' Certificate pursuant to authority granted
under a Board Resolution or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

(a) The title and ranking of such Securities;

(b) The aggregate principal amount of such Securities and
any limit on such aggregate principal amount;

(c) The price (expressed as a percentage of the principal
amount thereof) at which such Securities will be issued and, if other
than the principal amount thereof, the portion of the principal amount
thereof payable upon declaration of acceleration of the maturity
thereof;

(d) The date or dates, or the method for determining such
date or dates, on which the principal of such Securities will be
payable;

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

(f) The date or dates, or the method for determining such
date or dates, from which any such interest will accrue, the dates on
which any such interest will be payable, the record dates for such
interest payment dates, or the method by which such dates shall be
determined, the persons to whom such interest shall be payable, and
the basis upon which interest shall be calculated if other than that
of a 360-day year of twelve 30-day months;

(g) The place or places where the principal of and
interest, if any, on such Securities will be payable, where such
Securities may be surrendered for registration of transfer or exchange
and where notices or demands to or upon the Company in respect of such
Securities and this Indenture may be served;

(h) The period or periods, if any, within which, the
price or prices at which and the other terms and conditions upon which
such Securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed, as a whole or in part, at the option of the
Company;

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

(j) If other than U.S. dollars, the currency or
currencies in which such Securities are denominated and payable, which
may be a foreign currency or units of two or more foreign currencies
or a composite currency or currencies, and the terms and conditions
relating thereto;

(k) Whether the amount of payments of principal of (and
premium, if any) or interest, if any, on such Securities may be
determined with reference to an index, formula or other method (which
index, formula or method may, but need not be, based on the yield on
or trading price of other securities, including United States Treasury
securities, or on a currency, currencies, currency unit or units, or
composite currency or currencies) and the manner in which such amounts
shall be determined;

(l) Whether the principal of or interest on the
Securities of the series is 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;

(m) Provisions, if any, granting special rights to the
holders of Securities of the series upon the occurrence of such events
as may be specified;

(n) Any deletions from, modifications of or additions to
the Events of Default or covenants of the Company with respect to
Securities of the series, whether or not such Events of Default or
covenants are consistent with the Events of Default or covenants
described herein;

(o) Whether and under what circumstances the Company will
pay any additional amounts on such Securities in respect of any tax,
assessment or governmental charge and, if so, whether the Company will
have the option to redeem such Securities in lieu of making such
payment;
16

(p) Whether Securities of 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 the
series may be exchanged for registered securities of the series and
vice versa (if permitted by applicable laws and regulations), whether
any Securities of the series are to be issuable initially in temporary
global form and whether any Securities of the series are to be
issuable in permanent global form 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 or any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than
in the manner provided in the Indenture, and, if registered securities
of the series are to be issuable as a Global Security, the identity of
the depositary for such series;

(q) The date as of which any bearer securities of the
series and any temporary Global Security representing outstanding
Securities of the series shall be dated if other than the date of
original issuance of the first security of the series to be issued;

(r) 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 the Indenture;

(s) Whether such Securities will be issued in
certificated or book entry form;

(t) The applicability, if any, of the legal defeasance
and covenant defeasance provisions of the Indenture to the Securities
of the series;

(u) 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; and

(v) Any other terms of the series.

SECTION 2.02. Execution and Authentication. Two Officers shall
sign the Securities for the Company by manual or facsimile signature. The
Company's seal shall be reproduced on the Securities and may be in facsimile
form.
17

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

A Security shall not be valid until authenticated by the
manual signature of the Trustee. The signature shall be conclusive evidence
that the Security has been authenticated under this Indenture.

The Trustee shall authenticate Securities for original issue
upon a written order of the Company signed by one Officer of the Company.

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

If the Company shall establish pursuant to Section 2.01 that
the Securities of a series are to be issued in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall authenticate
and deliver one or more Global Securities that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of all of the
Securities of such series to be issued in the form of Global Securities and not
yet canceled, (ii) shall be registered in the name of the depositary for such
Global Security or Securities or the nominee of such depositary, (iii) shall be
delivered by the Trustee to such depositary or pursuant to such depositary's
instructions, and (iv) shall bear a legend substantially to the following
effect: "Unless and until it is exchanged in whole or in part for Securities
in definitive registered form, this Security may not be transferred except as a
whole by the depositary to the nominee of the depositary or by a nominee of the
depositary to the depositary or another nominee of the depositary or by the
depositary or any such nominee to a successor depositary or a nominee of such
successor depositary."

Each depositary designated pursuant to Section 2.01 must, at
the time of its designation and at all times while it services as depositary,
be a clearing agency registered under the Exchange Act.

SECTION 2.03. Registrar and Paying Agent. The Company shall
maintain an office or agency where Securities of a particular series may be
presented for registration of transfer or for exchange (the "Registrar") and an
office or agency where Securities may be presented for payment (the "Paying
Agent"). The Registrar for a particular series of Securities shall keep a
register of the Securities of that series and of their transfer and exchange.
The Company may appoint one or more co-Registrars and one or more additional
Paying Agents for each series of Securities. The term "Paying Agent" includes
any additional paying agent and the term "Registrar" includes any additional
registrar. The Company may change any Paying Agent or Registrar without prior
notice to any Holder.
18

The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture, which shall incorporate the terms
of the TIA and implement the terms of this Indenture which relate to such
Agent. The Company shall give prompt written notice to the Trustee of the name
and address of any Agent who is not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any Affiliate of the Company may act
as Paying Agent or Registrar.

The Company hereby initially appoints the Trustee as Registrar
and Paying Agent for each series of Securities unless another Registrar or
Paying Agent, as the case may be, is appointed prior to the time the Securities
of that series are first issued.

SECTION 2.04. Paying Agent to Hold Assets in Trust. The
Company shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all assets held by the Paying Agent for the payment of principal of
and interest on the Securities (whether such money has been paid to it by the
Company or any other obligor on the Securities) and shall notify the Trustee of
any failure by the Company (or any other obligor on the Securities) in making
any such payment. While any such failure continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed. The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee. Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary of the Company) shall have no
further liability for the money so paid over to the Trustee. If the Company or
a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold
in a separate trust fund for the benefit of the Holders all money held by it as
Paying Agent.

SECTION 2.05. Holder Lists. The Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Holders, separately by series, and shall
otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee on or before each interest payment
date for the Securities and at such other times as the Trustee may request in
writing a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders, separately by series, relating
to such interest payment date or request, as the case may be.

SECTION 2.06. Registration of Transfer and Exchange. When
Securities of a series are presented to the Registrar or a co-Registrar with a
request to register their transfer or to exchange them for an equal principal
amount of Securities of other denominations, the Registrar or co-Registrar
shall register the transfer or make the exchange if its requirements for such
transaction are met. To permit registrations of transfer and exchanges, the
Company shall issue and the Trustee shall authenticate Securities at the
Registrar's or co- Registrar's request. No service charge shall be made for
any registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with registration, transfer or exchange of Securities
other than exchanges pursuant to Section 2.10, 3.06 or 9.05 not involving any
transfer.

The Registrar or co-Registrar shall not be required to
register the transfer or exchange of (i) any Security of a particular
series selected for redemption in whole or in part, except the unredeemed
portion of any Security of that series being redeemed in part, or (ii) any
Security of a particular series during a period beginning at the opening of
business 15 days before the day of any selection of Securities of that series
for redemption under Section 3.02 and ending at the close of business on the
date of selection.

Any Holder of a beneficial interest in a Global Security
shall, by acceptance of such beneficial interest, agree that transfers of
beneficial interest in such Global Security may be effected only through a book
entry system maintained by the holder of such Global Security (or its agent),
and that ownership of a beneficial interest in the Security shall be required
to be reflected in a book entry system.

SECTION 2.07. Replacement Securities. If a mutilated
Security is surrendered to the Trustee or if the Holder of a Security claims
that the Security has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Security of the
same series if the requirements of the Trustee and the Company are met;
provided that, if any such Security has been called for redemption in
accordance with the terms thereof, the Trustee may pay the Redemption Price
thereof on the Redemption Date without authenticating or replacing such
Security. The Trustee or the Company may, in either case, require the Holder
to provide an indemnity bond sufficient in the judgment of each of the Trustee
and the Company to protect the Company, the Trustee or any Agent from any loss
which any of them may suffer if a Security is replaced or if the Redemption
Price therefor is paid pursuant to this Section. The Company may charge the
Holder who has lost a Security for its expenses in replacing a Security.

Every replacement Security is an obligation of the Company and
shall be entitled to the benefits of this Indenture equally and proportionately
with any and all other Securities of the same series.

SECTION 2.08. Outstanding Securities. The Securities of
any series outstanding at any time are all the Securities of that series
authenticated by the Trustee except for those canceled by it, those delivered
to it for cancellation and those described in this Section as not outstanding.

If a Security is replaced pursuant to Section 2.07, it ceases
to be outstanding and interest ceases to accrue unless the Trustee receives
proof satisfactory to it that the replaced Security is held by a bona fide
purchaser.

If all principal of and interest on any of the Securities are
considered paid under Section 4.01, such Securities shall cease to be
outstanding and interest on them shall cease to accrue.

Except as provided in Section 2.09, a Security does not cease
to be outstanding because the Company or an Affiliate of the Company holds such
Security.
20

For each series of Original Issue Discount Securities, the
principal amount of such Securities that shall be deemed to be outstanding and
used to determine whether the necessary Holders have given any request, demand,
authorization, direction, notice, consent or waiver shall be the principal
amount of such Securities that could be declared to be due and payable upon
acceleration upon an Event of Default as of the date of such determination.
When requested by the Trustee, the Company will advise the Trustee of such
amount, showing its computations in reasonable detail.

SECTION 2.09. Treasury Securities. In determining whether
the Holders of the required principal amount of Securities of any series have
concurred in any direction, waiver or consent, Securities owned by the Company
or an Affiliate of the Company shall be considered as though they are not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which such Trustee actually knows are so owned shall be so
disregarded.

SECTION 2.10. Temporary Securities. Until definitive
Securities are ready for delivery, the Company may prepare and execute and the
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities in exchange for temporary Securities.
Holders of temporary Securities shall be entitled to all of the benefits of
this Indenture.

SECTION 2.11. Cancellation. The Company at any time may
deliver Securities to the Trustee for cancellation. The Registrar and Paying
Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange, payment or repurchase. The Trustee shall
cancel all Securities surrendered for registration of transfer, exchange,
payment, repurchase, redemption, replacement or cancellation and shall destroy
such Securities (subject to the record retention requirements of the Exchange
Act). Certification of the destruction of all cancelled Securities shall be
promptly delivered to the Company. The Company may not issue new Securities to
replace Securities that it has paid or that have been delivered to the Trustee
for cancellation.

SECTION 2.12. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use), and the Trustee
shall use CUSIP numbers in notices of redemption or exchange as a convenience
to Holders; provided that any such notice shall state that no representation is
made as to the correctness of such numbers either as printed on the Securities
or as contained in any such notice and that reliance may be placed only on the
other identification numbers printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. The
Company shall promptly notify the Trustee of any change in the CUSIP numbers.

SECTION 2.13. Defaulted Interest. If the Company fails to
make a payment of interest on any series of Securities, it shall pay such
defaulted interest plus (to the extent lawful) any interest payable on the
defaulted interest, in any lawful manner. It may elect to pay such

defaulted interest, plus any such interest payable on it, to the Persons who
are Holders of such Securities on which the interest is due on a subsequent
special record date. The Company shall notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each such Security. The
Company shall fix any such record date and payment date for such payment. At
least 15 days before any such record date, the Company shall mail to Holders
affected thereby a notice that states the record date, payment date, and amount
of such interest to be paid.

SECTION 2.14. Special Record Dates. The Company may, but
shall not be obligated to, set a record date for the purpose of determining the
identity of Holders entitled to consent to any supplement, amendment or waiver
permitted by this Indenture. If a record date is fixed, the Holders of
Securities of that series outstanding on such record date, and no other Holders,
shall be entitled to consent to such supplement, amendment or waiver or revoke
any consent previously given, whether or not such Holders remain Holders after
such record date. No consent shall be valid or effective for more than 90 days
after such record date unless consents from Holders of the principal amount of
Securities of that series required hereunder for such amendment or waiver to be
effective shall have also been given and not revoked within such 90-day period.

ARTICLE III

REDEMPTION

SECTION 3.01. Notices to Trustee. If the Company elects to
redeem Securities of any series pursuant to any optional redemption provisions
thereof, it shall notify the Trustee of the intended Redemption Date and the
principal amount of Securities of that series to be redeemed.

The Company shall give each notice provided for in this
Section and an Officers' Certificate at least 30 days before the Redemption
Date (unless a shorter period shall be satisfactory to the Trustee).

SECTION 3.02. Selection of Securities to Be Redeemed. If
fewer than all the Securities of any series are to be redeemed, the Trustee
shall select the Securities of that series to be redeemed from the outstanding
Securities of that series to be redeemed by a method that complies

with the requirements of any exchange on which the Securities of that series
are listed, or, if the Securities of that series are not listed on an exchange,
on a pro rata basis or by lot, which in any case shall be in accordance with a
method the Trustee considers fair and appropriate.

Except as otherwise provided as to any particular series of
Securities, Securities and portions thereof that the Trustee selects shall be
in amounts equal to the minimum authorized denomination for Securities of the
series to be redeemed or any integral multiple thereof. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption. The Trustee shall notify the Company
promptly in writing of the Securities or portions of Securities to be called
for redemption.

SECTION 3.03. Notice of Redemption. At least 15 days but
not more than 60 days before the Redemption Date, the Company shall mail a
notice of redemption by first-class mail to each Holder whose Securities are to
be redeemed at the address of such Holder appearing in the register.

The notice shall identify the Securities of the series to be
redeemed and shall state:

(1) the Redemption Date;

(2) the redemption price fixed in accordance with the terms
of the Securities of the series to be redeemed, plus accrued interest,
if any, to the date fixed for redemption (the "Redemption Price");

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

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

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

(6) that, unless the Company defaults in payment of the
Redemption Price, interest on Securities called for redemption ceases
to accrue on and after the Redemption Date; and

(7) the CUSIP number, if any, of the Securities to be
redeemed.

At the Company's written request, the Trustee shall give the
notice of redemption in the Company's name and at its expense. The notice
mailed in the manner herein provided shall be conclusively presumed to have
been duly given whether or not the Holder receives such notice. In any case,
failure to give such notice by mail or any defect in the notice to the Holder
of any Security shall not affect the validity of the proceeding for the
redemption of any other Security.

SECTION 3.04. Effect of Notice of Redemption. Once notice
of redemption is mailed, Securities called for redemption become due and
payable on the Redemption Date at the Redemption Price. Upon surrender to the
Paying Agent, such Securities shall be paid at the Redemption Price.

SECTION 3.05. Deposit of Redemption Price. On or before
the Redemption Date, the Company shall deposit with the Trustee or with the
Paying Agent (or if the Company or any Subsidiary of the Company is acting as
its own Paying Agent, the Company or such Subsidiary shall segregate and hold
in trust) money sufficient to pay the Redemption Price on all Securities to be
redeemed on that date other than Securities or portions thereof called for
redemption on that date which have been delivered by the Company to the Trustee
for cancellation. The Paying Agent shall promptly return to the Company any
money not required for that purpose.

SECTION 3.06. Securities Redeemed in Part. Upon surrender
of a Security that is redeemed in part, the Company shall issue and the Trustee
shall authenticate for the Holder at the expense of the Company, a new Security
of the same series equal in principal amount to the unredeemed portion of the
Security surrendered.

ARTICLE IV

COVENANTS

SECTION 4.01. Payment of Securities. The Company shall pay or
cause to be paid the principal of and interest on the Securities on the dates
and in the manner provided in this Indenture and the Securities. Principal and
interest shall be considered paid on the date due if the Paying Agent, if other
than the Company or an Affiliate, holds as of 11:00 a.m. New York time on that
date immediately available funds designated for and sufficient to pay all
principal and interest then due. To the extent lawful, the Company shall pay
interest on overdue principal and overdue installments of interest at the rate
per annum borne by the applicable series of Securities.

SECTION 4.02. Maintenance of Office or Agency. The Company
shall maintain in the Borough of Manhattan, the City of New York, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee or
Registrar) where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more
other offices or agencies where the Securities may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or
24

rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in the Borough of Manhattan, the City of New York
for such purposes. The Company shall give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any
such other office or agency.

The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.03.

SECTION 4.03. SEC Reports. The Company shall deliver to the
Trustee within 15 days after it files them with the SEC copies of the annual
reports and of the information, documents, and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act; provided, however, the Company shall
not be required to deliver to the Trustee any materials for which the Company
has sought and received confidential treatment by the SEC. The Company also
shall comply with the other provisions of TIA Section 314(a).

SECTION 4.04. Compliance Certificate. The Company shall
deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company, an Officers' Certificate stating that in the course of the
performance by the signers of their duties as officers of the Company, they
would normally have knowledge of any failure by the Company to comply with all
conditions, or default by the Company with respect to any covenants, under this
Indenture, and further stating whether or not they have knowledge of any such
failure or default and, if so, specifying each such failure or default and the
nature thereof. For purposes of this Section, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided for in this Indenture. The certificate need not comply with Section
11.04.

SECTION 4.05. Taxes. The Company shall pay prior to
delinquency, all material taxes, assessments, and governmental levies except as
contested in good faith by appropriate proceedings.

SECTION 4.06. Corporate Existence. Subject to Article
V hereof, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect (i) its corporate
existence and (ii) the material rights (charter and statutory), licenses and
franchises of the Company and its Subsidiaries taken as a whole; provided,
however, that the Company shall not be required to preserve any such right,
license or franchise, if the Board of Directors or management of the Company
shall determine that the preservation thereof is no longer in the best
interests of the Company, and that the loss thereof is not adverse in any
material respect to the Holders.

SECTION 4.07. Limitation on Liens. The Company shall not, nor
shall it permit any of its Subsidiaries to, create, incur, or permit to exist,
any Lien on any of their respective properties or assets, whether now owned or
hereafter acquired, or upon any income or profits therefrom,
25

without effectively providing that each series of Securities shall be equally
and ratably secured until such time as such Indebtedness is no longer secured
by such Lien, except: (i) Liens existing as of the date hereof; (ii) Liens
granted after the date hereof on any assets or properties of the Company or any
of its Subsidiaries securing Indebtedness of the Company created in favor of
the holders of such series; (iii) Liens securing Indebtedness of the Company
which is incurred to extend, renew or refinance Indebtedness which is secured
by Liens permitted to be incurred under this Indenture; provided that such Liens
do not extend to or cover any property or assets of the Company or any of its
Subsidiaries other than the property or assets securing the Indebtedness being
refinanced and that the principal amount of such Indebtedness does not exceed
the principal amount of the Indebtedness being refinanced; (iv) Liens securing
Senior Indebtedness; (v) Permitted Liens; and (vi) Liens created in
substitution of or as replacements for any Liens permitted by the preceding
clauses (i) through (v), provided that, based on a good faith determination of
an Officer of the Company, the property or asset encumbered under any such
substitute or replacement Lien is substantially similar in nature to the
property or asset encumbered by the otherwise permitted Lien which is being
replaced.

Notwithstanding the foregoing, the Company and any Subsidiary
of the Company may, without securing any series of Securities, create, incur or
permit to exist Liens which would otherwise be subject to the restrictions set
forth in the preceding paragraph, if after giving effect thereto and at the
time of determination, Exempted Debt does not exceed 10% of Consolidated Net
Assets.

SECTION 4.08. Limitation on Sale and Lease-Back Transactions.
The Company shall not, nor shall it permit any of its Subsidiaries to, enter
into any sale and lease-back transaction for the sale and leasing back of any
property or asset, whether now owned or hereafter acquired, of the Company or
any of its Subsidiaries (except such transactions (i) entered into prior to the
date hereof, (ii) for the sale and leasing back of any property or asset by a
Subsidiary of the Company to the Company or any other Subsidiary of the Company,
(iii) involving leases for less than three years or (iv) in which the lease for
the property or asset is entered into within 120 days after the later of the
date of acquisition, completion of construction or commencement of full
operations of such property or asset) unless (a) the Company or such Subsidiary
would be entitled under Section 4.07 to create, incur or permit to exist a Lien
on the assets to be leased in an amount at least equal to the Attributable
Value in respect of such transaction without equally and ratably securing the
Securities of that series, or (b) the proceeds of the sale of the assets to be
leased are at least equal to their fair market value and the proceeds are
applied to the purchase, acquisition, construction or refurbishment of assets
or to the repayment of Indebtedness of the Company or any of its Subsidiaries
which by its terms matures not earlier than one year after the date of such
repayment.
26

ARTICLE V

MERGER, ETC.

SECTION 5.01. When Company May Merge, etc. The Company
shall not consolidate or merge with or into, or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its assets to, any
Person unless: (i) the Person formed by or surviving any such consolidation or
merger (if other than the Company), or to which such sale, assignment,
transfer, lease, conveyance or disposition has been made, is a corporation
organized and existing under the laws of the United States of America, any
state thereof or the District of Columbia; (ii) the corporation formed by or
surviving any such consolidation or merger (if other than the Company), or to
which such sale, assignment, transfer, lease, conveyance or disposition has
been made, assumes by supplemental indenture satisfactory in form to the
Trustee all the obligations of the Company under the Securities and this
Indenture; (iii) immediately after such transaction, and giving effect thereto,
no Default or Event of Default shall have occurred and be continuing.
Notwithstanding the foregoing, the Company may merge with another Person or
acquire by purchase or otherwise all or any part of the property or assets of
any other corporation or Person in a transaction in which the surviving entity
is the Company.

SECTION 5.02. Successor Corporation Substituted. Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance
or other disposition of all or substantially all the assets of the Company in
accordance with Section 5.01, the successor corporation formed by such
consolidation or into which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein. In the event of any such
sale or conveyance, but not any such lease, the Company or any successor
corporation which thereafter shall have become such in the manner described in
this Article V shall be discharged from all obligations and covenants under
this Indenture and the Securities and may be dissolved, wound up or liquidated.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default. An "Event of Default"
occurs with respect to Securities of any particular series, unless in the
establishing Board Resolutions, Officers' Certificate or supplemental indenture
hereto, it is provided that such series shall not have the benefit of any such
Event of Default, when any of the following occurs:

(i) the Company defaults in the payment of interest on any
Security of that series when it becomes due and payable and such
default continues for a period of 30 days;
27

(ii) the Company defaults in the payment of the principal of any
Security of that series when the same becomes due and payable at
maturity, upon acceleration, redemption or otherwise;

(iii) the Company fails to comply with any of its other agreements
or covenants in, or provisions of, the Securities of that series or
this Indenture and the Default continues for the period and after the
notice specified below;

(iv) the Company pursuant to or within the meaning of any
Bankruptcy Law: (A) commences a voluntary case or proceeding, (B)
consents to the entry of an order for relief against it in an
involuntary case or proceeding, (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

(v) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that: (A) is for relief against the Company
in an involuntary case or proceeding, (B) appoints a Custodian for the
Company or for all or substantially all of the Company's property, or
(C) orders the liquidation of the Company;

and in case of (v) the order or decree remains unstayed and in effect for 60
days.

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

A Default under clause (iii) of this Section 6.01 is not an
Event of Default with respect to a particular series of Securities until the
Trustee notifies the Company in writing, or the Holders of at least 25% in
principal amount of the outstanding Securities of that series notify the
Company and the Trustee, in writing, of the Default, and the Company does not
cure the Default within 30 days after receipt of the notice. The notice must
specify the Default, demand that it be remedied and state that the notice is a
"Notice of Default".

SECTION 6.02. Acceleration. Subject to Article X, if an
Event of Default (other than an Event of Default specified in clause (iv) or
(v) of Section 6.01) occurs and is continuing, the Trustee or the Holders of at
least 25% of the principal amount of the outstanding Securities of that series,
by written notice to the Company may declare due and payable 100% of the
principal amount (or, in the case of Original Issue Discount Securities, such
lesser amount as may be provided for in such Securities) of the Securities of
that series plus any accrued interest to the date of payment. Upon a
declaration of acceleration, such principal (or such lesser amount) and accrued
interest to the date of payment shall be due and payable. If an
Event of Default specified in clause (iv) or (v) of Section 6.01 occurs, all
unpaid principal and accrued interest on the Securities shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.
28

The Holders of a majority of the outstanding principal amount
of the Securities of that Series by written notice to the Trustee may rescind
an acceleration and its consequences if (i) all existing Events of Default
other than the nonpayment of principal (or such lesser amount) of or interest
on the Securities of that series which have become due solely because of the
acceleration, have been cured or waived and (ii) the rescission would not
conflict with any judgment or decree of a court of competent jurisdiction.

SECTION 6.03. Other Remedies. If an Event of Default
occurs and is continuing with respect to any series of Securities, the Trustee
may pursue any available remedy by proceeding at law or in equity to collect
the payment of principal of or interest on the Securities of that series or to
enforce the performance of any provision of the Securities of that series or
this Indenture.

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

SECTION 6.04. Waiver of Past Defaults. Subject to Sections
6.07 and 9.02, the Holders of at least a majority in principal amount of the
outstanding Securities of any series by notice to the Trustee may waive an
existing Default or Event of Default and its consequences with respect to that
series, except a Default in the nonpayment of the principal of or interest on
any Security of that series (provided, however, that the Holders of a majority
in principal amount of the then outstanding Securities of any series may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration). When a Default or Event of
Default is waived, it is cured and ceases.

SECTION 6.05. Control by Majority. The Holders of at least
a majority in principal amount of the outstanding Securities of any series may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on it.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture, that the Trustee determines may be unduly prejudicial to the
rights of other Holders or that may involve the Trustee in personal liability.
The Trustee may take any other action which it deems proper which is not
inconsistent with any such direction.

SECTION 6.06. Limitation on Suits. A Holder of Securities
of any series may not pursue a remedy with respect to this Indenture or the
Securities of that series unless: (i) the Holder gives to the Trustee written
notice of a continuing Event of Default with respect to such series; (ii) the
Holders of at least 25% in principal amount of the outstanding Securities of
that series make a written request to the Trustee to pursue the remedy; (iii)
such Holder or Holders offer to the Trustee indemnity satisfactory to the
Trustee against any loss, liability, cost or expense; (iv) the Trustee does not
comply with the request within 60 days after receipt of the request and the
offer of indemnity; and (v) during such 60-day period the Holders of at least a
majority in principal
29

amount of the outstanding Securities of that series do not give the Trustee a
direction inconsistent with the request.

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

SECTION 6.07. Rights of Holders To Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
of a Security to receive payment of principal of or interest, if any, on the
Security on or after the respective due dates expressed or provided for in the
Security, subject to the provisions of Article X, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of the Holder.

SECTION 6.08. Collection Suit by Trustee. If an Event of
Default specified in Section 6.01(i) or (ii) occurs and is continuing with
respect to Securities of any series, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal (or such portion of the principal as may be specified as
due upon acceleration at that time in the terms of that series of Securities)
and accrued interest, if any, remaining unpaid on the outstanding Securities of
that series, together with (to the extent lawful) interest on overdue principal
and interest, and such further amount as shall be sufficient to cover the costs
and, to the extent lawful, expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due the Trustee under Section 7.07.

SECTION 6.09. Trustee May File Proofs of Claim. The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and the
Holders allowed in any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its creditors or its property and shall be
entitled and empowered to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same, and any
custodian in any such judicial proceedings is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

SECTION 6.10. Priorities. If the Trustee collects any
money pursuant to this Article VI, it shall pay out the money in the following
order:

FIRST: to the Trustee, its agents and attorneys for amounts
due under Section 7.07, including payment of all compensation, expense
and liabilities
30

incurred, and all advances made by the trustee and the costs and
expenses of collection;

SECOND: to holders of Senior Indebtedness in accordance with
Article X hereof;

THIRD: to Holders of any particular series of Securities for
amounts due and unpaid on the Securities of such series for principal
and interest, if any, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Securities of
such series for principal and interest, respectively; and

FOURTH: to the Company or any other obligors on the
Securities of that series, as their interests may appear, or as a
court of competent jurisdiction may direct.

The Trustee, upon prior written notice to the Company, may fix
a record date and payment date for any payment to Holders pursuant to this
Section 6.10. The Trustee shall notify the Company in writing reasonably in
advance of any such record date and payment date.

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

ARTICLE VII

TRUSTEE

SECTION 7.01. Duties of Trustee. (a) If an Event of
Default has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person's own affairs.

(b) Except during the continuance of an Event of Default:
(1) the Trustee need perform only those duties that are specifically set forth
in this Indenture or the TIA, and no implied covenants or obligations shall be
read into this Indenture against the Trustee and (2) in the absence of bad
faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture. However, in the case of any such certificates
31

or opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall examine the certificates and
opinions to determine whether or not, on their face, they conform to the
requirements of this Indenture.

(c) The Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act or its own wilful
misconduct except that: (1) this paragraph does not limit the effect of
paragraph (b) of this Section 7.01, (2) the Trustee shall not be liable for any
error of judgment made in good faith by a Trust Officer or other officer,
unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts and (3) the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05.

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

(e) No provision of this Indenture shall require the
Trustee to expend or risk its own funds or incur any liability. The Trustee
may refuse to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it against any loss, liability, cost or
expense (including, without limitation, reasonable fees of counsel).

(f) The Trustee shall not be obligated to pay interest on
any money or other assets received by it unless otherwise agreed in writing
with the Company. Assets held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.

SECTION 7.02. Rights of Trustee. Subject to TIA Section
315(a) through (d):

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

(b) Before the Trustee acts or refrains from acting, it
may require an Officers' Certificate or an Opinion of Counsel, or both. The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on the Officers' Certificate or Opinion of Counsel.

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

(d) The Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be authorized or
within the rights or powers conferred upon it by this Indenture, unless the
Trustee's conduct constitutes negligence.

(e) The Trustee may consult with counsel of its selection
and the advice of such counsel as to matters of law shall be full and complete
authorization and protection in respect of any
32

action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.

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

SECTION 7.03. Individual Rights of Trustee. The Trustee in
its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or an Affiliate of the
Company with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
7.10 and 7.11.

SECTION 7.04. Trustee's Disclaimer. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company's use of the proceeds
from the Securities and it shall not be responsible for any statement in the
Securities other than its certificate of authentication.

SECTION 7.05. Notice of Defaults. If a Default or Event of
Default with respect to the Securities of any series occurs and is continuing,
and if it is known to the Trustee, the Trustee shall mail to Holders a notice
of the Default or Event of Default within 90 days after the occurrence thereof.
Except in the case of a Default or Event of Default in payment of any such
Security, the Trustee may withhold the notice if and so long as it in good
faith determines that withholding the notice is in the interests of the
Holders.

SECTION 7.06. Reports by Trustee to Holders. The Trustee
shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required by TIA Section 3.13 at the times and in
the manner provided by the TIA, which shall initially be not less than every
twelve months commencing on and may be dated as of a date up to 75 days prior
to such transmission.

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

SECTION 7.07. Compensation and Indemnity. The Company
shall pay to the Trustee from time to time such compensation as shall be agreed
in writing between the Company and the Trustee for its services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable disbursements, advances and expenses incurred by it,
including in particular, but without limitation, those incurred in connection
with the enforcement of any remedies hereunder. Such expenses may include the
reasonable fees and out-of-pocket expenses of the Trustee's agents and counsel.

Except as set forth in the next paragraph, the Company shall
indemnify and hold harmless the Trustee against any and all loss and liability
incurred by it arising out of or in connection with the acceptance or
administration of the trust under this Indenture. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. The Company
shall defend such claim and the Trustee shall cooperate in such defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and out-of-pocket expenses of such counsel.

The Company need not reimburse any expense or indemnify
against any loss, liability, cost or expense incurred by the Trustee through
negligence, wilful misconduct or bad faith.

To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee, except that held in trust to pay the
principal of and interest on particular Securities. Such obligations shall
survive the satisfaction and discharge of the Indenture.

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

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

The Trustee may resign and be discharged from the trust hereby
created with respect to one or more or all series of Securities by so notifying
the Company in writing. The Holders of a majority in principal amount of the
then outstanding Securities of any series may remove the Trustee with respect
to that series by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee with respect to one or more or all series of
Securities if: (i) the Trustee fails to comply with Section 7.10 or TIA
Section 310; (ii) the Trustee is adjudged a bankrupt or an insolvent or an
order for relief is entered with respect to the Trustee under any Bankruptcy
Law; (iii) a Custodian or public officer takes charge of the Trustee or its
property; or (iv) the Trustee becomes incapable of acting.

If, as to any series of Securities, the Trustee resigns or is
removed or if a vacancy exists in the office of the Trustee for any reason, the
Company shall promptly appoint a successor Trustee for that series of
Securities. The Trustee shall be entitled to payment of its fees and
reimbursement of its expenses while acting as Trustee. Within one year after
the successor Trustee takes office, the Holders of at least a majority in
principal amount of then outstanding Securities of that series may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

Any Holder of Securities of that series may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee if the Trustee fails to comply with Section 7.10.
34

A successor Trustee as to any series of Securities shall
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company. Thereupon the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. The Company shall mail
a notice of the successor Trustee's succession to the Holders. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 7.07.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Company's obligations under Section 7.07 hereof shall continue for the benefit
of the retiring Trustee with respect to expenses, losses and liabilities
incurred by it prior to such replacement.

In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) shall contain such provisions as shall be
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 or desirable to provide for
or facilitate the administration of the trusts hereunder by more than one
Trustee; provided, however, that nothing herein or in such supplemental
Indenture shall constitute such Trustees to be co-trustees of the same trust
and that each such Trustee shall be trustee of a trust hereunder separate and
apart from any trust hereunder administered by any other such Trustee.

Upon the execution and delivery of such supplemental Indenture
the resignation or removal of the retiring Trustee shall become effective to
the extent provided therein and each such successor Trustee, 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.

SECTION 7.09. Successor Trustee by Merger, Etc. Subject to
Section 7.10, if the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the successor entity without any
further act shall be the successor Trustee as to that series of Securities.

SECTION 7.10. Eligibility; Disqualification. Each series
of Securities shall always have a Trustee who satisfies the requirements of TIA
Section 310(a)(1), (2) and (5). The Trustee as to any series of Securities
shall always have a combined capital and surplus of at least $100 million as
set forth in its most recent published annual report of condition. The Trustee
is subject to TIA Section 310(b).
35

SECTION 7.11. Preferential Collection of Claims Against the
Company. The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

ARTICLE VIII

DISCHARGE OF INDENTURE

SECTION 8.01. Satisfaction and Discharge of Indenture.
This Indenture shall cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of Securities herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

(a) either

(i) all Securities theretofore authenticated and
delivered (other than Securities that have been destroyed,
lost or stolen and that have been replaced or paid) have been
delivered to the Trustee for cancellation; or

(ii) all such Securities not theretofore delivered to the
Trustee for cancellation

(1) have become due and payable, or

(2) will become due and payable at their stated
maturity within one year, or

(3) 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, or

(4) are deemed paid and discharged pursuant to
Section 8.03, as applicable;

and the Company, in the case of (1), (2) or (3) above, has
deposited or caused to be deposited with the Trustee as trust
funds in trust an amount sufficient for the purpose of paying
and discharging the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for
principal and interest to the date of such deposit (in the
case of Securities which have become due and payable on or
prior to the date of such deposit) or to the stated maturity
or redemption date, as the case may be;

(b) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and
36

(c) 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 have been complied with.

Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 7.07,
and, if money shall have been deposited with the Trustee pursuant to clause (a)
of this Section or if money or obligations shall have been deposited with or
received by the Trustee pursuant to Section 8.03, the obligations of the
Trustee under Section 8.02 and Section 8.05 shall survive.

SECTION 8.02. Application of Trust Funds; Indemnification.

(a) Subject to the provisions of Section 8.05, all money
deposited with the Trustee pursuant to Section 8.01, all money and U.S.
Government Obligations deposited with the Trustee pursuant to Section 8.03 or
8.04 and all money received by the Trustee in respect of U.S. Government
Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04, shall
be held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the persons entitled thereto, of the principal and
interest for whose payment such money has been deposited with or received by
the Trustee or to make mandatory sinking fund payments or analogous payments as
contemplated by Sections 8.03 and 8.04.

(b) The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against
U.S. Government Obligations deposited pursuant to Sections 8.03 or 8.04 or the
interest and principal received in respect of such obligations other than
any payable by or on behalf of Holders.

(c) The Trustee shall deliver or pay to the Company
from time to time upon the request of the Company any U.S. Government
Obligations or money held by it as provided in Sections 8.03 or 8.04 which, in
the opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for the purpose for which such U.S. Government
Obligations or money were deposited or received. This provision shall not
authorize the sale by the Trustee of any U.S. Government Obligations held under
this Indenture.

SECTION 8.03. Legal Defeasance of Securities of any Series.
Unless this Section 8.03 is otherwise specified to be inapplicable to
Securities of any series, the Company shall be deemed to have paid and
discharged the entire indebtedness on all the outstanding Securities of any
such series on the 91st day after the date of the deposit referred to in
subparagraph (d) hereof, and the provisions of this Indenture, as it relates to
such outstanding Securities of such series, shall no longer be in effect (and
the Trustee, at the expense of the Company, shall, upon the request of the
Company, execute proper instruments acknowledging the same), except as to:
37

(i) the rights of Holders of Securities of such series to
receive, from the trust funds described in subparagraph (d) hereof, (x) payment
of the principal of an each installment of principal of or interest on the
outstanding Securities of such series on the stated maturity of such principal
of or interest and (y) the benefit of any mandatory sinking fund payments
applicable to the Securities of such series on the day on which such payments
are due and payable in accordance with the terms of this Indenture and the
Securities of such series;

(ii) the Company's obligations with respect to such
Securities of such series under Sections 2.03, 2.06 and 2.07; and

(iii) the rights, powers, trust and immunities of the Trustee
hereunder and the duties of the Trustee under Section 8.02 and the duty of the
Trustee to authenticate Securities of such series issued on registration of
transfer of exchange;

provided that, the following conditions shall have been
satisfied:

(a) the Company shall have deposited or caused to be
deposited irrevocably with the Trustee as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for and
dedicated solely to the benefit of the Holders of such Securities, cash in U.S.
Dollars and/or U.S. Government Obligations which through the payment of
interest and principal in respect thereof, in accordance with their terms, will
provide (and without reinvestment and assuming no tax liability will be imposed
on such Trustee), not later than one day before the due date of any payment of
money, an amount in cash, sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge each installment of
principal (including mandatory sinking fund or analogous payments) of and
interest, if any, on all the Securities of such series on the dates such
installments of interest or principal are due;

(b) such deposit will not result in a breach or violation of,
or constitute a default under, this Indenture;

(c) no Default or Event of Default with respect to the
Securities of such series shall have occurred on the date of such deposit and
91 days shall have passed after the deposit has been made, and, during such 91
day period, no Default specified in Section 6.01(iv) or (v) with respect to the
Company occurs which is continuing at the end of such period;

(d) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel to the effect 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 of Counsel shall
confirm that, the Holders of the Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to Federal income tax on
the same amount and
38

in the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred;

(e) the Company shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders of the Securities of such series over any
other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company;

(f) such deposit shall not result in the trust arising from
such deposit constituting an investment company (as defined in the Investment
Company Act of 1940, as amended), or such trust shall be qualified under such
Act or exempt from regulation thereunder; and

(g) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the defeasance contemplated by this Section
have been complied with.

SECTION 8.04. Covenant Defeasance. Unless this Section 8.04 is
otherwise inapplicable to Securities of any series, on and after the 91st day
after the date of the deposit referred to in subparagraph (a) hereof, the
Company may omit to comply with any term, provision or condition set forth
under Sections 4.03, 4.04, 4.05, 4.07 and 4.08 and 5.01 as well as any
additional covenants contained in a supplemental indenture hereto for a
particular series of Securities or a Board Resolution or an Officers'
Certificate delivered pursuant to Section 2.01 (and the failure to comply with
any such provisions shall not constitute a Default or Event of Default under
Section 6.01) and the occurrence of any event described in clause (e) of
Section 6.01 shall not constitute a Default or Event of Default hereunder, with
respect to the Securities of such series, provided that the following
conditions shall have been satisfied:

(a) With reference to this Section 8.04, the Company has
deposited or caused to be irrevocably deposited (except as provided in Section
8.03) with the Trustee as trust funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such
Securities, cash in U.S. Dollars and/or U.S. Government Obligations which
through the payment of interest and principal in respect thereof, in accordance
with their terms, will provide (and without reinvestment and assuming no tax
liability will be imposed on such Trustee), not later than one day before the
due date of any payment of money, an amount in cash, sufficient, in the opinion
of a nationally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
principal and interest, if any, on and any mandatory sinking fund in respect of
the Securities of such series on the dates such installments of interest or
principal are due;

(b) Such deposit will not result in a breach or violation of,
or constitute a default under, this Indenture;
39

(c) No Default or Event of Default with respect to the
Securities of such series shall have occurred on the date of such deposit and 91
days shall have passed after the deposit has been made, and during such 91 day
period, no Default specified in Section 6.01(iv) or (v) with respect to the
Company occurs which is continuing at the end of such period;

(d) The Company shall have delivered to the Trustee an
Opinion of Counsel confirming that Holders of the Securities of such series
will not recognize income, gain or loss for federal income tax purposes as a
result of such deposit and 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 deposit and defeasance had not occurred;

(e) The Company shall have delivered to the Trustee an
Officers' Certificate stating the deposit was not made by the Company with the
intent of preferring the Holders of the Securities of such series over any
other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company; and

(f) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the defeasance
contemplated by this Section have been complied with.

SECTION 8.05. Repayment to Company. The Trustee and the
Paying Agent shall pay to the Company upon request any money held by them for
the payment of principal or interest that remains unclaimed for two years after
the date upon which such payment shall have become due. After payment to the
Company, Holders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates
another Person.

ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without the consent of any
Holder: (i) to cure any ambiguity, defect or inconsistency or make any change
required to qualify the Indenture under the TIA, provided that such change does
not adversely affect the rights hereunder of any Holder in any material respect;
(ii) to comply with Section 5.01; (iii) to provide for uncertificated Securities
in addition to certificated Securities; (iv) to make any change that does not
adversely affect in any material respect the rights hereunder of any Holder; (v)
to add to, change or eliminate any of the provisions of this Indenture in
respect of one or more series of Securities, provided, however, that any such
addition, change or elimination (A) shall neither (i) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
holder of any such security with respect to such provision or (B) shall become
effective only when there is no outstanding Security of any series created
prior to the execution of such

supplemental indenture and entitled to the benefit of such provisions; or (vi)
to establish additional series of Securities as permitted by Section 2.01.

SECTION 9.02. With Consent of Holders. The Company and the
Trustee as to any series of Securities may amend this Indenture or the
Securities of that series or waive compliance in any particular instance with
any provision of this Indenture or the Securities of that series, in each case
with the written consent of the Holders of at least a majority in principal
amount of the then outstanding Securities of that series.

Without the consent of each Holder affected, an amendment or
waiver under this Section may not: (i) reduce the principal amount of
Securities, whose Holders must consent to an amendment or waiver; (ii) reduce
the rate of or change the time for payment of interest on any Security; (iii)
change the date on which any Security may be subject to redemption or
repurchase, or reduce the redemption or repurchase price therefor; (iv) make
any Security payable in currency other than that stated in the Security; (v)
make any change in Section 6.04, 6.07 or this sentence; or (vi) modify or make
any change in Article X which adversely affects the rights of any Holder;

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

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

The Company will mail supplemental indentures to Holders upon
request. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture or waiver.

SECTION 9.03. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall be set forth in a
supplemental indenture that complies with the TIA as then in effect.

SECTION 9.04. Revocation and Effect of Consents. Until an
amendment or waiver becomes effective, a consent to it by a Holder of a
Security is a continuing consent by the Holder and every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the
consenting Holder's Security, even if notation of the consent is not made on
any Security; provided, however, that unless a record date shall have been
established pursuant to Section 2.14, any such Holder or subsequent Holder
may revoke the consent as to his Security or portion of a
41

Security if the Trustee receives written notice of revocation before the date
the amendment or waiver becomes effective. An amendment or waiver becomes
effective on receipt by the Trustee of consents from the Holders of the
requisite percentage principal amount of the outstanding Securities of any
series, and thereafter shall bind every Holder of Securities of that series.

SECTION 9.05. Notation on or Exchange of Securities. If an
amendment or waiver changes the terms of a Security: (a) the Trustee may
require the Holder of the Security to deliver such Security to the Trustee, the
Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder and the Trustee may place an appropriate
notation on any Security thereafter authenticated; or (b) if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and
the Trustee shall authenticate a new Security that reflects the changed terms.

SECTION 9.06. Trustee to Sign Amendment, etc. The Trustee shall
sign any amendment authorized pursuant to this Article IX if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may, but need not sign it. In signing or
refusing to sign such amendment, the Trustee shall be entitled to receive and
shall be fully protected in relying upon an Officers' Certificate and an
Opinion of Counsel as conclusive evidence that such amendment is authorized or
permitted by this Indenture.

ARTICLE X

SUBORDINATION

SECTION 10.01. Securities Subordinated to Senior Indebtedness.
Notwithstanding the provisions of Sections 6.02 and 6.03 hereof, the Company
covenants and agrees, and the Trustee and each Holder of the Securities by his
acceptance thereof likewise covenants and agrees, that all payments of the
principal of and interest on the Securities by the Company shall be
subordinated in accordance with the provisions of this Article X to the prior
and indefeasible payment in full, in cash or cash equivalents, of all
Obligations with respect to Senior Indebtedness.

SECTION 10.02. Priority and Payment Over of Proceeds in Certain
Events. (a) Upon any payment or distribution of assets or securities of the
Company, as the case may be, of any kind or character, whether in cash,
property or securities, upon any dissolution or winding up or total or partial
liquidation or reorganization of the Company, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all
Obligations with respect to Senior Indebtedness shall first be indefeasibly
paid in full in cash, or payment provided for in cash or cash equivalents,
before the Holders or the Trustee on behalf of the Holders shall be entitled to
receive any payment of principal of or interest on the Securities or
distribution of any assets or securities. Before any payment may be made by
the Company of the principal of or interest on the Securities pursuant to the
provisions of the previous sentence, and upon any such dissolution or winding
up or liquidation or reorganization, any payment or distribution of assets or
securities of the Company of any kind or character, whether in cash, property
or securities, to which the Holders or the Trustee

on their behalf would be entitled, except for the provisions of this Article X,
shall be made by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or distribution,
directly to the holders of the Senior Indebtedness or their Representatives
to the extent necessary to pay all such Senior Indebtedness in full after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness.

(b) No direct or indirect payment by or on behalf of the Company of

principal of or interest on the Securities whether pursuant to the terms of the
Securities or upon acceleration or otherwise shall be made if, at the time of
such payment, (i) there exists a default in the payment of any Obligations with
respect to Senior Indebtedness with a lending commitment or an aggregate
principal amount outstanding in excess of $20 million or the maturity of such
Senior Indebtedness with a lending commitment or an aggregate principal amount
outstanding in excess of $20 million has been accelerated or (ii) any judicial
proceeding shall be pending with respect to a default on Senior Indebtedness
with a lending commitment or an aggregate principal amount outstanding in excess
of $20 million (and the Trustee has received written notice thereof), and such
default shall not have been cured or waived or the benefits of this sentence
waived by or on behalf of the holders of such Senior Indebtedness with a lending
commitment or an aggregate principal amount outstanding in excess of $20
milllion.

If payments with respect to both the Securities and Senior
Indebtedness become due on the same day, then all Obligations with respect to
such Senior Indebtedness due on that date shall first be paid in full before
any payment is made with respect to the Securities.

(c) In the event that, notwithstanding the foregoing
provision prohibiting such payment or distribution, the Trustee or any Holder
shall have received any payment on account of the principal of or interest on
the Securities at a time when such payment is prohibited by this Section 10.02
and before all Obligations with respect to Senior Indebtedness are paid in
full, then, and in such event (subject to the provisions of Section 10.08),
such payment or distribution shall be received and held in trust for the
holders of Senior Indebtedness and, upon notice to the Trustee from the
Representative of the holders of the Senior Indebtedness and pursuant to the
directions of such Representative, shall be paid over or delivered to the
holders of the Senior Indebtedness remaining unpaid to the extent necessary to
pay in full in cash or cash equivalents all Obligations with respect to such
Senior Indebtedness in accordance with its terms after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness.

If there occurs an event referred to in Section 10.02(a) or
(b), the Company shall promptly give the Trustee an Officers' Certificate (on
which the Trustee may conclusively rely) identifying all holders of Senior
Indebtedness and the principal amount of Senior Indebtedness then outstanding
held by each such holder and stating the reasons why such Officers' Certificate
is being delivered to the Trustee.

Nothing contained in this Article X shall limit the right of
the Trustee or the Holders of Securities to take any action to accelerate the
maturity of the Securities pursuant to Section 6.02 or to pursue any rights or
remedies hereunder; provided that all Obligations with respect to Senior
Indebtedness then or thereafter due or declared to be due shall first be paid
in full before the Holders or the Trustee are entitled to receive any payment
from the Company of principal of or interest on the Securities.
43

Upon any payment or distribution of assets or securities
referred to in this Article X, the Trustee and the Holders shall be entitled to
rely upon any order or decree of a court of competent jurisdiction in which
such dissolution, winding up, liquidation or reorganization proceedings are
pending and upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making any such payment or
distribution, delivered to the Trustee for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article X.

SECTION 10.03. Payments May Be Paid Prior to Dissolution.
Nothing contained in this Article X or elsewhere in this Indenture shall
prevent the Company, except under the conditions described in Section 10.02,
from making payments at any time for the purpose of making such payments
of principal of and interest on the Securities, or from depositing with the
Trustee any moneys for such payments. The Company shall give prompt
written notice to the Trustee of any dissolution, winding up, liquidation or
reorganization of the Company.

SECTION 10.04. Rights of Holders of Senior Indebtedness Not to
Be Impaired. No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act in good faith by
any such holder, or by any noncompliance by the Company, with the terms and
provisions and covenants herein regardless of any knowledge thereof any such
holder may have or otherwise be charged with.

The provisions of this Article X are intended to be for the
benefit of, and shall be enforceable directly by, the holders of the Senior
Indebtedness.

SECTION 10.05. Authorization to Trustee to Take Action to
Effectuate Subordination. Each Holder of Securities by his acceptance thereof
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate, as between the holders of Senior
Indebtedness and the Holders, the subordination as provided in this Article X
and appoints the Trustee his attorney-in-fact for any and all such purposes.

SECTION 10.06. Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders or owners of
Senior Indebtedness, the distribution may be made and the notice given to their
Representative.

SECTION 10.07. Subrogation. Subject to the subrogation rights
of the holders of the Subordinated Notes provided for in the indenture relating
thereto, upon the payment in full of all
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Obligations in respect of Senior Indebtedness, the Holders shall be subrogated
to the rights of the holders of such Senior Indebtedness to receive payments or
distributions of assets of the Company to the holders of Senior Indebtedness
until the principal of and interest on the Securities shall be paid in full.
For purposes of such subrogation, no payments or distributions to the holders
of the Senior Indebtedness of any cash, property or securities to which the
Holders would be entitled except for the provisions of this Article X, and no
payment over pursuant to the provisions of this Article X to the holders of
Senior Indebtedness by the Holders, shall, as among the Company, its creditors
other than the holders of Senior Indebtedness and the Holders, be deemed to be
a payment or distribution by the Company to or on account of Senior
Indebtedness.

The provisions of this Article X are and are intended solely
for the purpose of defining the relative rights of the Holders, on the one
hand, and the holders of Senior Indebtedness, on the other hand.

If any payment or distribution to which the Holders would
otherwise have been entitled but for the provisions of this Article X shall
have been applied, pursuant to the provisions of this Article X, to the payment
of all amounts payable under Senior Indebtedness, then and in such case, the
Holders, subject to the subrogation rights of the holders of the Subordinated
Notes provided for in the indenture relating thereto, shall be entitled to
receive from the holders of such Senior Indebtedness at the time outstanding
any payments or distributions received by such holders of Senior Indebtedness
in excess of the amount sufficient to pay all Obligations in respect of Senior
Indebtedness in full.

SECTION 10.08. Obligations of Company Unconditional. Nothing
contained in this Article X or elsewhere in this Indenture or in any Security
is intended to or shall impair, as between the Company and the Holders, the
obligations of the Company, which are absolute and unconditional, to pay to the
Holders the principal of and interest on the Securities as and when the same
shall become due and payable in accordance with their terms or is intended to
nor shall affect the relative rights of the Holders and creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or any Holder from exercising all remedies otherwise
permitted by applicable law upon Default under this Indenture, subject to the
rights, if any, under this Article X of the holders of such Senior Indebtedness
in respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

The failure to make a payment on account of principal of or
interest on the Securities by reason of any provision of this Article X shall
not be construed as preventing the occurrence of an Event of Default under
Section 6.01.

SECTION 10.09. Trustee Entitled to Assume Payments Not
Prohibited in Absence of Notice. The Company shall give prompt written notice
to the Trustee of any fact known to the Company which would prohibit the making
of any payment to or by the Trustee in respect of the Securities. Neither the
Trustee nor the Paying Agent shall at any time be charged with the
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knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee or the Paying Agent, unless and until the Trustee
or Paying Agent shall have received written notice thereof from the Company or
one or more holders of Senior Indebtedness or from any Representative therefor;
and, prior to the receipt of any such written notice, the Trustee or Paying
Agent shall be entitled to assume conclusively that no such facts exist.
Unless at least two Business Days prior to the date on which by the terms of
this Indenture any moneys are to be deposited by the Company with the Trustee
or any Paying Agent (whether or not in trust) for any purpose (including,
without limitation, the payment of the principal of or the interest on any
Security), the Trustee or Paying Agent shall have received with respect to such
moneys the notice provided for in the preceding sentence, the Trustee or Paying
Agent shall have full power and authority to receive such moneys and to apply
the same to the purpose for which they were received and shall not be affected
by any notice to the contrary which may be received by it on or after such
date. Nothing contained in this Section 10.09 or Section 10.03(ii) shall limit
the right of the holders of Senior Indebtedness to recover payments as
contemplated by Section 10.02. The Trustee shall be entitled to rely on the
delivery to it of a written notice by a person representing himself or itself
to be a holder of such Senior Indebtedness (or a trustee on behalf of, or
Representative of, such holder) to establish that such notice has been given by
a holder of such Senior Indebtedness or a trustee or Representative on behalf
of any such holder. In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of any person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article X, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such person, the extent to which such person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article X, and if such
evidence is not furnished, the Trustee may defer any payment which it may be
required to make for the benefit of such person pursuant to the terms of this
Indenture pending judicial determination as to the rights of such person to
receive such payment.

The Trustee shall not be deemed to owe any duty to the holders
of Senior Indebtedness and shall not be liable to any such holders if the
Trustee shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Company or to any other person cash, property or
securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article X or otherwise. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article X and no
implied covenants or obligations with respect to holders of Senior Indebtedness
shall be read into this Indenture against the Trustee.

SECTION 10.10. Right of Trustee to Hold Senior Indebtedness.
The Trustee and any Agent shall be entitled to all of the rights set forth in
this Article X in respect of any Senior Indebtedness at any time held by it to
the same extent as any other holder of such Senior Indebtedness, and nothing in
this Indenture shall be construed to deprive the Trustee or any Agent of any of
its rights as such holder. Nothing in this Article X shall apply to claims of,
or payments to, this Trustee under or pursuant to Section 7.07.
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ARTICLE XI

MISCELLANEOUS

SECTION 11.01. Trust Indenture Act Controls. This Indenture is
subject to the provisions of the TIA which are required to be part of this
Indenture, and shall, to the extent applicable, be governed by such provisions.

SECTION 11.02. Notices. Any notice or communication to the
Company or the Trustee is duly given if in writing and delivered in person or
mailed by first-class mail to the address set forth below:

If to the Company:

Xxxx Corporation
00000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000

Attention of Chief Financial Officer

with a copy to:

Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000

Attention of Xxxx X. XxxXxxxxx, Esq.

If to the Trustee:

Attention:

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

Any notice or communication to a Holder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Holder or any defect in such
notice or communication shall not affect its sufficiency with respect to other
Holders.
47

If a notice or communication is mailed or sent in the manner
provided above within the time prescribed, it is duly given, whether or not the
addressee receives it, except that notice to the Trustee shall only be
effective upon receipt thereof by the Trustee.

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

SECTION 11.03. Communication by Holders with Other Holders.
Holders may communicate pursuant to TIA Section 312(b) with other Holders with
respect to their rights under this Indenture or the Securities. The Company,
the Trustee, the Registrar and anyone else shall have the protection of TIA
Section 312(c).

SECTION 11.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:
(i) an Officers' Certificate (which shall include the statements set forth in
Section 11.05) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been complied with; and (ii) an Opinion of Counsel (which
shall include the statements set forth in Section 11.05) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been
complied with.

SECTION 11.05. Statements Required in Certificate or Opinion.
Each certificate (other than certificates provided pursuant to Section 4.04) or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture shall include: (i) a statement that the person making such
certificate or opinion has read such covenant or condition; (ii) 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; (iii) a statement that, in the opinion of such person, he or she has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and (iv) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with; provided,
however, that with respect to matters of fact, an Opinion of Counsel may rely
on an Officers' Certificate or certificate of public officials.

SECTION 11.06. Rules by Trustee and Agents. The Trustee may
make reasonable rules for action by or for a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for
its functions.

SECTION 11.07. Legal Holidays. A "Legal Holiday" is a
Saturday, a Sunday or a day on which banking institutions in the City of New
York are not required or authorized to be open. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for
the intervening period.
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SECTION 11.08. Duplicate Originals. The parties may sign any
number of copies of this Indenture. One signed copy is enough to prove this
Indenture.

SECTION 11.09. Governing Law. The internal laws of the State
of New York shall govern this Indenture and the Securities, without regard to
the conflicts of law rules thereof.

SECTION 11.10. No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

SECTION 11.11. Successors. All agreements of the Company in
this Indenture and the Securities shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successor.

SECTION 11.12. Severability. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
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SECTION 11.13. Counterpart Originals. This Indenture may be
signed in one or more counterparts. Each signed copy shall be an original, but
all of them together represent the same agreement.

XXXX CORPORATION,

by______________________________

Dated:

________________________________ , as
Trustee,

by______________________________
Authorized Signatory

Dated:

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