ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION . . . . 1 SECTION 1.01. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1 SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS. . . . . . . . . . 6 SECTION 1.03. FORM OF DOCUMENTS...

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PENTEGRA DENTAL GROUP, INC.

U.S. TRUST COMPANY OF TEXAS, N.A.,
as Trustee

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FORM OF INDENTURE

Dated as of September ___, 1998

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Convertible Subordinated Securities

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION . . . . 1
SECTION 1.01. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS. . . . . . . . . . 6
SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. . . . . . . . . 7
SECTION 1.04. ACTS OF HOLDERS; RECORD DATES . . . . . . . . . . . . . 7
SECTION 1.05. NOTICES, ETC., TO TRUSTEE AND COMPANY . . . . . . . . . 8
SECTION 1.06. NOTICE TO HOLDERS; WAIVER . . . . . . . . . . . . . . . 8
SECTION 1.07. CONFLICT WITH TRUST INDENTURE ACT . . . . . . . . . . . 9
SECTION 1.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS. . . . . . . . 9
SECTION 1.09. SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . . . . 9
SECTION 1.10. SEPARABILITY CLAUSE . . . . . . . . . . . . . . . . . . 9
SECTION 1.11. BENEFITS OF INDENTURE . . . . . . . . . . . . . . . . . 9
SECTION 1.12. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . 9
SECTION 1.13. LEGAL HOLIDAYS. . . . . . . . . . . . . . . . . . . . . 9
SECTION 1.14. NO SECURITY INTEREST CREATED. . . . . . . . . . . . . .10
SECTION 1.15. LIMITATION ON INDIVIDUAL LIABILITY. . . . . . . . . . .10

ARTICLE II SECURITY FORMS. . . . . . . . . . . . . . . . . . . . . . . . .10
SECTION 2.01. FORMS GENERALLY . . . . . . . . . . . . . . . . . . . .10
SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTIFICATION . . .11

ARTICLE III THE SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . .11
SECTION 3.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES. . . . . . . . . .11
SECTION 3.02. DENOMINATIONS . . . . . . . . . . . . . . . . . . . . .13
SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. . . . .13
SECTION 3.04. TEMPORARY SECURITIES. . . . . . . . . . . . . . . . . .14
SECTION 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE . .14
SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. . . .15
SECTION 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. . . . .16
SECTION 3.08. PERSONS DEEMED OWNERS . . . . . . . . . . . . . . . . .17
SECTION 3.09. CANCELLATION. . . . . . . . . . . . . . . . . . . . . .17
SECTION 3.10. COMPUTATION OF INTEREST . . . . . . . . . . . . . . . .17

ARTICLE IV SATISFACTION AND DISCHARGE. . . . . . . . . . . . . . . . . . .17
SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE . . . . . . . .17
SECTION 4.02. APPLICATION OF TRUST MONEY. . . . . . . . . . . . . . .18
SECTION 4.03. REINSTATEMENT . . . . . . . . . . . . . . . . . . . . .18

ARTICLE V REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . .19
SECTION 5.01. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . .19
SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND
ANNULMENT . . . . . . . . . . . . . . . . . . . . . . .20
SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE. . . . . . . . . . . . . . . . .20
SECTION 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM. . . . . . . . . . . .21
SECTION 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES. . . . . . . . . . . . . . . . . . . . . . .21
SECTION 5.06. APPLICATION OF MONEY COLLECTED. . . . . . . . . . . . .22
SECTION 5.07. LIMITATION ON SUITS . . . . . . . . . . . . . . . . . .22
SECTION 5.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL,

PREMIUM, INTEREST AND TO CONVERT. . . . . . . . . . . .22
SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES. . . . . . . . . . .23
SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE. . . . . . . . . . . . .23
SECTION 5.11. DELAY OR OMISSION NOT WAIVER. . . . . . . . . . . . . .23
SECTION 5.12. CONTROL BY HOLDERS. . . . . . . . . . . . . . . . . . .23
SECTION 5.13. WAIVER OF PAST DEFAULTS . . . . . . . . . . . . . . . .24
SECTION 5.14. UNDERTAKING FOR COSTS . . . . . . . . . . . . . . . . .24

ARTICLE VI THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . .24
SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES . . . . . . . . . .24
SECTION 6.02. NOTICE OF DEFAULTS. . . . . . . . . . . . . . . . . . .25
SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE . . . . . . . . . . . . . . .25
SECTION 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES. . . . . . . . . . . . . . . . . . . . . . .26
SECTION 6.05. MAY HOLD SECURITIES . . . . . . . . . . . . . . . . . .26
SECTION 6.06. MONEY HELD IN TRUST . . . . . . . . . . . . . . . . . .26
SECTION 6.07. COMPENSATION AND REIMBURSEMENT. . . . . . . . . . . . .26
SECTION 6.08. DISQUALIFICATION; CONFLICTING INTERESTS . . . . . . . .27
SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY . . . . . . . .27
SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR . . . . . . . . . . . . . . . . . . . . . . .28
SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. . . . . . . . .29
SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR
SUCCESSION TO BUSINESS. . . . . . . . . . . . . . . . .30
SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
COMPANY . . . . . . . . . . . . . . . . . . . . . . . .30
SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT . . . . . . . . . .30

ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY . . . . . . .32
SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES
OF HOLDERS. . . . . . . . . . . . . . . . . . . . . . .32
SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATION TO
HOLDERS . . . . . . . . . . . . . . . . . . . . . . . .32
SECTION 7.03. REPORTS BY TRUSTEE. . . . . . . . . . . . . . . . . . .32
SECTION 7.04. REPORTS BY COMPANY. . . . . . . . . . . . . . . . . . .33

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. . . . . .33
SECTION 8.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS . . . . . . . . . . . . . . . . . . . . . . . . .33
SECTION 8.02. SUCCESSOR SUBSTITUTED . . . . . . . . . . . . . . . . .34

ARTICLE IX SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . .34
SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS . . . . . . . . . . . . . . . . . . . . . . . .34
SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS . . . .35
SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES. . . . . . . . . .36
SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURES . . . . . . . . . . .36
SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT . . . . . . . . . .36
SECTION 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL
INDENTURES. . . . . . . . . . . . . . . . . . . . . . .36
SECTION 9.07. NOTICE OF SUPPLEMENTAL INDENTURE. . . . . . . . . . . .36

ARTICLE X COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . .37
SECTION 10.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. . . . . . .37
SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY . . . . . . . . . . . .37
SECTION 10.03. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST . . . .37
SECTION 10.04. STATEMENT BY OFFICERS AS TO DEFAULT . . . . . . . . . .38
SECTION 10.05. EXISTENCE . . . . . . . . . . . . . . . . . . . . . . .38

SECTION 10.06. WAIVER OF CERTAIN COVENANTS . . . . . . . . . . . . . .38
SECTION 10.07. ADDITIONAL AMOUNTS. . . . . . . . . . . . . . . . . . .39

ARTICLE XI REDEMPTION OF SECURITIES. . . . . . . . . . . . . . . . . . . .39
SECTION 11.01. APPLICABILITY OF ARTICLE. . . . . . . . . . . . . . . .39
SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE . . . . . . . . .39
SECTION 11.03. SELECTION BY TRUSTEE OF SECURITIES TO BE
REDEEMED. . . . . . . . . . . . . . . . . . . . . . . .40
SECTION 11.04. NOTICE OF REDEMPTION. . . . . . . . . . . . . . . . . .40
SECTION 11.05. DEPOSIT OF REDEMPTION PRICE . . . . . . . . . . . . . .41
SECTION 11.06. SECURITIES PAYABLE ON REDEMPTION DATE . . . . . . . . .41
SECTION 11.07 SECURITIES REDEEMED IN PART . . . . . . . . . . . . . .41

ARTICLE XII SUBORDINATION OF SECURITIES . . . . . . . . . . . . . . . . . .41
SECTION 12.01. SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS. . . . .42
SECTION 12.02. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. . . . .42
SECTION 12.03. NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT. . . . .43
SECTION 12.04. PAYMENT PERMITTED IF NO DEFAULT . . . . . . . . . . . .44
SECTION 12.05. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR
INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . .44
SECTION 12.06. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS . . . . . .45
SECTION 12.07. TRUSTEE TO EFFECTUATE SUBORDINATION . . . . . . . . . .45
SECTION 12.08. NO WAIVER OF SUBORDINATION PROVISIONS . . . . . . . . .45
SECTION 12.09. NOTICE TO TRUSTEE . . . . . . . . . . . . . . . . . . .45
SECTION 12.10. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
LIQUIDATING AGENT . . . . . . . . . . . . . . . . . . .46
SECTION 12.11. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . .46
SECTION 12.12. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR
INDEBTEDNESS; PRESERVATION OF TRUSTEE'S RIGHTS. . . . .46
SECTION 12.13. ARTICLE APPLICABLE TO PAYING AGENTS . . . . . . . . . .47
SECTION 12.14. CERTAIN CONVERSIONS DEEMED PAYMENT. . . . . . . . . . .47
SECTION 12.15. NO SUSPENSION OF REMEDIES . . . . . . . . . . . . . . .47

ARTICLE XIII CONVERSION OF SECURITIES. . . . . . . . . . . . . . . . . . . .47
SECTION 13.01. CONVERSION PRIVILEGE AND CONVERSION PRICE . . . . . . .47
SECTION 13.02. EXERCISE OF CONVERSION PRIVILEGE. . . . . . . . . . . .48
SECTION 13.03. FRACTIONS OF SHARES . . . . . . . . . . . . . . . . . .48
SECTION 13.04. ADJUSTMENT OF CONVERSION PRICE. . . . . . . . . . . . .48
SECTION 13.05. NOTICE OF ADJUSTMENTS OF CONVERSION PRICE . . . . . . .53
SECTION 13.06. NOTICE OF CERTAIN CORPORATE ACTION. . . . . . . . . . .53
SECTION 13.07. COMPANY TO RESERVE COMMON STOCK . . . . . . . . . . . .54
SECTION 13.08. TAXES ON CONVERSIONS. . . . . . . . . . . . . . . . . .54
SECTION 13.09. COVENANT AS TO COMMON STOCK . . . . . . . . . . . . . .54
SECTION 13.10. CANCELLATION OF CONVERTED SECURITIES. . . . . . . . . .55
SECTION 13.11. PROVISIONS OF CONSOLIDATION, MERGER OR SALE OF
ASSETS. . . . . . . . . . . . . . . . . . . . . . . . .55
SECTION 13.12. TRUSTEE'S DISCLAIMER. . . . . . . . . . . . . . . . . .55

ARTICLE XIV MEETINGS OF HOLDERS OF SECURITIES . . . . . . . . . . . . . . .56
SECTION 14.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED . . . . . . .56
SECTION 14.02. CALL, NOTICE AND PLACE OF MEETINGS. . . . . . . . . . .56
SECTION 14.03. PERSONS ENTITLED TO VOTE AT MEETINGS. . . . . . . . . .56
SECTION 14.04. QUORUM; ACTION. . . . . . . . . . . . . . . . . . . . .56
SECTION 14.05. DETERMINATION OF VOTING RIGHTS; CONDUCT AND
ADJOURNMENT

iii

OF MEETINGS . . . . . . . . . . . . . . . . . . . . . .57
SECTION 14.06. COUNTING VOTES AND RECORDING ACTION OF MEETINGS . . . .57

Certain Sections of this Indenture relating to Sections 310 through 318 of
the Trust Indenture Act of 1939:

SECTION OF TRUST SECTION OF
INDENTURE ACT THIS INDENTURE
---------------- --------------

Section 310(a)(1) 6.09
(a)(2) 6.09
(a)(3) Not Applicable
(a)(4) Not Applicable
(a)(5) 6.09
(b) 6.08
Section 311(a) 6.13
(b) 6.13
Section 312(a) 7.01
7.02(a)
(b) 7.02(b)
(c) 7.02(c)
Section 313(a) 7.03(a)
(b) 7.03(a)
(c) 7.03(a)
(d) 7.03(b)
Section 314(a) 7.04
(a)(4) 10.04
(b) Not Applicable
(c)(1) 1.02
(c)(2) 1.02
(c)(3) Not Applicable
(d) Not Applicable
(e) 1.02
Section 315(a) 6.01
(b) 6.02
(c) 6.01
(d) 6.01
(e) 5.14
Section 316(a)(1)(A) 5.02
5.12
(a)(1)(B) 5.13
(a)(2) Not Applicable
(b) 5.08
(c) 1.04(c)
Section 317(a)(1) 5.03
(a)(2) 5.04
(b) 10.03
Section 318(a) 1.07

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

INDENTURE, dated as of September __, 1998, between PENTEGRA DENTAL
GROUP, INC., a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company"), and U.S. TRUST COMPANY
OF TEXAS, N.A., a national banking association, as Trustee (herein called
the "Trustee").

RECITALS OF THE COMPANY

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

This Indenture is subject to the provisions of the Trust Indenture Act
and the rules and regulations of the Commission promulgated thereunder
which are required to be part of this Indenture and, to the extent
applicable, shall be governed by such provisions.

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

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

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.01. DEFINITIONS.

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

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

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

(c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles, and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
required and permitted hereunder shall mean such accounting principles as
are generally accepted and adopted by the Company at the date of this
Indenture; and

(d) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision; and references herein to "Articles"
and "Sections" are to Articles and Sections of this Indenture unless
otherwise specified.

Certain terms used in Articles V, XII and XIII are defined in those
Articles.

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

"Additional Amounts" means any additional amounts that are required by
the express terms of a Security or by or pursuant to a Board Resolution,
under circumstances specified therein or pursuant thereto, to be paid by
the Company with respect to certain taxes, assessments or other
governmental charges imposed on certain Holders and that are owing to those
Holders.

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

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

"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

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

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in Houston, Texas,
Dallas, Texas or New York, New York are authorized or obligated to close by
law or executive order.

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

"Common Stock" includes any stock of any class of the Company which
has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding-up
of the Company and which is not subject to redemption by the Company.
However, subject to the provisions of Section 13.11, shares issuable on
conversion of Securities shall include only shares of the class designated as
Common Stock of the Company at the date of this Indenture or shares of any
class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution
or winding-up of the Company and which are not subject to redemption by the
Company; PROVIDED, that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable shall be
substantially in the proportion which the total number of shares of such
class resulting from all such reclassifications bears to the total number of
shares of all such classes resulting from all such reclassifications.

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

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

"Consolidated Subsidiary" means a Subsidiary whose financial
statements are included in the most recent annual consolidated financial
statements of the Company and its Subsidiaries.

"Conversion Price" when used with respect to any Security to be
converted, means the price per share of Common Stock which is fixed for the
conversion of that Security by or pursuant to this Indenture, subject to
adjustment after this issuance (or the earliest issuance of any of its
Predecessor Securities) pursuant to Article XIII.

"Convertibility Period" when used with respect to any Security, has
the meaning specified in Section 13.01.

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

"Corporation" means a corporation, association, company, joint-stock
company or business trust.

"Credit Facility" means, in each case as amended, restated, modified,
renewed, extended, increased, refunded, replaced or refinanced in whole or
in part from time to time: (a) the Credit Agreement dated June 1, 1998,
between the Company and Bank One, Texas as Agent and Issuing Lender, and
the lenders party thereto from time to time and (b) one or more debt
facilities with banks or other lenders providing for revolving credit
loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow
from such lenders against such receivables) or letters of credit.

"Current Market Price" has the meaning specified in Section 13.04.

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

"Designated Senior Indebtedness" means (a) the Credit Facility and (b)
any other Senior Indebtedness of the Company the principal amount of which
is $1,000,000 or more and that has been designated by the Company as
"Designated Senior Indebtedness."

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

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

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

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

"Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions
hereof, including the terms of one or more series of Securities established
as contemplated by Section 3.01 and, for all purposes of this instrument
and any such supplemental indenture, the provisions of the Trust Indenture
Act that are deemed to be a part of and to govern this instrument and any
such supplemental indenture, respectively.

"Interest Payment Date" when used with respect to any Security, means
the dates specified in that Security as the fixed dates on which an
installment of interest on that Security is due and payable.

"Maturity" when used with respect to any Security, means the date or
dates on which the principal of such Security becomes due and payable as
therein or herein provided, whether at the final Principal Payment Date
thereof or by declaration of acceleration, redemption or otherwise.

"Obligations" in respect of Senior Indebtedness means any principal,
interest, premiums, fees, indemnifications, reimbursements, damages and
other liabilities payable under the documents governing any such
indebtedness.

"Officers' Certificate" means a certificate, in form satisfactory to
the Trustee, signed by the Chairman of the Board, the Chief Executive
Officer, the President or a Vice President, and by the Chief Financial
Officer, Controller, the Treasurer or an Assistant Treasurer, the Secretary
or an Assistant Secretary, of the Company, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion, in form and substance
satisfactory to the Trustee, of counsel, who may be counsel for or an
employee of the Company, and who shall be acceptable to the Trustee.

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

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

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

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

(c) Securities that have been paid pursuant to Section 3.06 or in
exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;
PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,
Securities owned by the Company or any other obligor on the Securities or
any Affiliate of the Company shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be
protected in relying on any such request, demand, authorization, direction,
notice, consent or waiver, only Securities that the Trustee knows to be so
owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee the pledgee's right so to act with respect
to such Securities and that the pledgee is not the Company or any other
obligor on the Securities or any Affiliate of the Company.

"Paying Agent" means any Person, which may include the Company,
authorized by the Company to pay the principal of and premium, if any, or
interest on any one or more series of Securities on behalf of the Company.

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

"Place of Payment" when used with respect to the Securities of any
series, means Phoenix, Arizona and is the place where the principal of (and
premium, if any) and interest on the Securities of that series are payable
as specified in accordance with Section 3.01, subject to the provisions of
Section 10.02.

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

"Principal Payment Date" when used with respect to any Security, means
the dates specified in that Security as the fixed dates on which the
principal of such Security or a portion of principal is due and payable.

"Record Date" means either a Regular Record Date or a Special Record
Date, as applicable.

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

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

"Regular Record Date" for the interest payable on any Interest Payment
Date means the date specified for that purpose as contemplated by Section
3.01, or, if not so specified, the last day of the calendar month preceding
that Interest Payment Date if that Interest Payment Date is the 15th day of
the calendar month or the 15th day of the calendar month preceding that
Interest Payment Date if that Interest Payment Date is the last day of a
calendar month, whether or not that day is a Business Day.

"Representative" means the indenture trustee or other trustee, agent
or representative for any Senior Indebtedness.

"Responsible Officer" means, when used with respect to the Trustee,
the chairman of the Board of Directors, any vice chairman of the Board of
Directors, the chairman of the trust committee, the chairman of the
executive committee, any vice chairman of the executive committee, the
president, any vice president (whether or not designated by numbers or
words added before or after the title "vice president"), the cashier, the
secretary, the treasurer, any trust officer, any assistant trust officer,
any assistant cashier, any assistant secretary, any assistant treasurer, or
any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the Persons who at the
time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with
the particular subject.

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

"Senior Indebtedness" means the principal of and premium, if any, and
interest on (a) all secured indebtedness of the Company, or any subsidiary
of the Company, for money borrowed under any Credit Facility, whether
outstanding on the date of execution of the Indenture or thereafter
created, incurred or assumed, and (b) all secured indebtedness of the
Company, or any subsidiary of the Company, for money borrowed, whether
outstanding on the date of execution of the Indenture or thereafter
created, incurred or assumed, and any amendments, renewals, extensions,
modifications, refinancings, replacements, and refundings of any or all
thereof. For the purposes of this definition, "indebtedness for money
borrowed" when used with respect to the Company means (a) any obligation
of, or any obligation guaranteed by, the Company, or any subsidiary of the
Company, for the repayment of borrowed money (including without limitation
fees, penalties or other obligations in respect thereof), whether or not
evidenced by bonds, debentures, notes or other written instruments, (b) any
deferred payment obligation of, or any such obligation guaranteed by, the
Company, or any subsidiary of the Company, for the payment of the purchase
price of property or assets evidenced by a note or similar instrument, and
(c) any obligation of, or any such obligation guaranteed by, the Company,
or any subsidiary of the Company, for the payment of rent or other amounts
under a lease of property or assets which obligation is required to be
classified and accounted for as a capitalized lease on the balance sheet of
the Company, or any subsidiary of the Company, under generally accepted
accounting principles.

"Significant Subsidiary" means at any time a Subsidiary that is at
that time a "significant subsidiary" of the Company within the meaning of
Rule 1.02(w) of Regulation S-X under the Securities Act of 1933, as amended
and in effect on the date of this Indenture.

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

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

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

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

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

"Yield to Maturity" when used with respect to any Original Issue
Discount Security, means the yield to maturity, if any, set forth on the
face thereof.

SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS.

On any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish
to the Trustee such certificates and opinions as may be required under the
Trust Indenture Act. Each such certificate or opinion shall be given in the
form of an Officers' Certificate, if to be given by officers of the
Company, or an Opinion of Counsel, if to be given by counsel, and shall
comply with the requirements of the Trust Indenture Act and any other
requirement set forth in this Indenture.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

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

SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

SECTION 1.04. ACTS OF HOLDERS; RECORD DATES.

(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents
duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as
the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to
Section 6.01) conclusive in favor of the Trustee and the Company, if made
in the manner provided in this Section. The record of any meeting of
Holders shall be proved in the manner provided in Section 14.06.

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

(c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to
vote on any action, authorized or permitted to be given or taken by
Holders. If not set by the Company prior to the first solicitation of a
Holder made by any Person in respect of any such action, or, in the case of
any such vote, prior to such vote, the record date for any such action or
vote shall be the 30th day (or, if later, the date of the most recent list
of Holders required to be provided pursuant to Section 7.01) prior to such
first solicitation or vote, as the case may be. With regard to any record
date, only the Holders on such date (or their duly designated proxies)
shall be entitled to give or take, or vote on, the relevant action.
Notwithstanding the foregoing, the

Company shall not set a record date for, and the provisions of this paragraph
shall not apply with respect to, any Act by the Holders pursuant to Section
5.01, 5.02 or 5.12.

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

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

(f) Without limiting the foregoing, a Holder entitled hereunder to
give or take any action hereunder with regard to any particular Security
may do so with regard to all or any part of the principal amount of such
Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any different part of
such principal amount.

SECTION 1.05. NOTICES, ETC., TO TRUSTEE AND COMPANY.

Any Act of Holders or other documents provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

(a) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Administration,
or at such superseding other addresses previously furnished in writing to
the Holders and the Company by the Trustee; or

(b) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the Company,
addressed to it at ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
or at such superseding address as has been previously furnished in writing
to the Trustee by the Company.

All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, registered or certified
with postage prepaid, if mailed; when answered back if telexed; when
receipt acknowledged, if telecopied; and the next Business Day after timely
delivery to the courier, if sent by nationally recognized overnight air
courier guaranteeing next day delivery.

SECTION 1.06. NOTICE TO HOLDERS; WAIVER.

Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly
provided) if made, given, furnished or filed in writing to each Holder
affected by such event, at his address as it appears in the Security
Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice.

Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent
of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver. All such notices and
communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, registered or certified with postage prepaid, if
mailed; when answered back if telexed; when receipt acknowledged, if
telecopied; and the next Business Day after timely delivery to the courier,
if sent by nationally recognized overnight air courier guaranteeing next
day delivery.

In the case of any notice this Indenture provides shall be given by
mail, if, by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

SECTION 1.07. CONFLICT WITH TRUST INDENTURE ACT.

If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act or another provision that would be
required or deemed under such Act to be a part of and govern this Indenture
if this Indenture were subject thereto, the latter provision shall control.
If any provision of this Indenture modifies or excludes any provision of
the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.

SECTION 1.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 1.09. SUCCESSORS AND ASSIGNS.

All covenants and agreements in this Indenture by the Company and the
Trustee shall bind each of their respective successors and assigns, whether
so expressed or not.

SECTION 1.10. SEPARABILITY CLAUSE.

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

SECTION 1.11. BENEFITS OF INDENTURE.

Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their
successors hereunder, the Holders of Securities and, with respect to
Article Twelve, the holders of Senior Indebtedness, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

SECTION 1.12. GOVERNING LAW.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF [NEW YORK,
TEXAS OR ARIZONA], BUT WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF
LAWS THEREOF.

SECTION 1.13. LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption Date or
Principal Payment Date of any Security or the last date on which a Holder
has the right to convert his Securities shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal and premium, if any, or
conversion of the Securities need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if
made on the Interest Payment Date or Redemption Date, or on a Principal
Payment Date, or on such last day for conversion; PROVIDED, that no
interest shall accrue for the period from and after such Interest Payment
Date, Redemption Date or Principal Payment Date, as the case may be, to the
next succeeding Business Day.

SECTION 1.14. NO SECURITY INTEREST CREATED.

Nothing in this Indenture or in the Securities, express or implied,
shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect in any jurisdiction where property of the Company or its
Subsidiaries is or may be located.

SECTION 1.15. LIMITATION ON INDIVIDUAL LIABILITY.

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

ARTICLE II

SECURITY FORMS

SECTION 2.01. FORMS GENERALLY.

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

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

SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTIFICATION.

The Trustee's certificate of authentification shall be in
substantially the following form:

"This is one of the Securities of the series designated, described or
provided for in the within-mentioned Indenture.

---------------------------------,
U.S. TRUST COMPANY OF TEXAS, N.A.

By:
------------------------------
AUTHORIZED SIGNATORY".

ARTICLE III

THE SECURITIES

SECTION 3.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an
Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,

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

(b) any limit on the aggregate principal amount of the Securities of
the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered on registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 3.04, 3.05, 3.06, 9.06, 11.07 or 13.02);

(c) the date or dates on which the principal of and any premium on the
Securities of the series is payable or the method of determination thereof;

(d) the rate or rates, or the method of determination thereof, at
which the Securities of the series shall bear interest, if any, whether and
under what circumstances Additional Amounts with respect to such Securities
shall be payable, the date or dates from which such interest shall accrue,
the Interest Payment Dates on which such interest shall be payable and, if
other than as set forth in Section 1.01, the Regular Record Date for the
interest payable on any Securities on any Interest Payment Date;

(e) the place where, subject to the provisions of Section 10.02, the
principal of, any premium or interest on and any Additional Amounts with
respect to the Securities of the series shall be payable;

(f) the period or periods within which, the price or prices (whether
denominated in cash, securities or otherwise) at which and the terms and
conditions on which Securities of the series may be redeemed, in whole or
in part, at the option of the Company, if the Company is to have that
option, and the manner in which the Company must exercise any such option;

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

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

(i) if the principal of, any premium or interest on or any Additional
Amounts with respect to the Securities of the series are to be payable, at
the election of the Company or a Holder thereof, in a currency or
currencies (including composite currencies) other than that in which the
Securities are stated to be payable, the currency or currencies (including
composite currencies) in which payment of the principal of or any premium
or interest on or any Additional Amounts with respect to Securities of the
series as to which such election is made shall be payable, and the periods
within which and the terms and conditions on which such election is to be
made;

(j) if the amount of payments of principal of, any premium or interest
on or any Additional Amounts with respect to the Securities of the series
may be determined with reference to any commodities, currencies or indices,
or values, rates or prices, the manner in which those amounts shall be
determined;

(k) if other than the entire principal amount thereof, the portion of
the principal amount of Securities of the series which shall be payable on
declaration of acceleration of the Maturity thereof pursuant to Section
5.02;

(l) any additional means of satisfaction and discharge of this
Indenture with respect to Securities of the series pursuant to Section 4.01
and any additional conditions to discharge pursuant to Section 4.01;

(m) any deletions or modifications of or additions to the Events of
Default set forth in Section 5.01 or covenants of the Company set forth in
Article X pertaining to the Securities of the series;

(n) if the Securities are to be subordinated pursuant to Article XII
to unsecured indebtedness or other liabilities, the modification for
purposes only of the series of the definition of "Senior Indebtedness"
herein;

(o) the convertibility provisions contemplated by Article XIII; and

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

All Securities of any one series shall be substantially identical,
except as to denomination and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above and (subject to Section
3.03) set forth, or determined in the manner provided, in the Officers'
Certificate referred to above or in any such indenture supplemental hereto.

At the option of the Company, interest on the Securities of any series
that bears interest may be paid by mailing a check to the address of any
Holder as such address shall appear in the Security Register or by wire
transfer at the Holder's expense.

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

SECTION 3.02. DENOMINATIONS.

The Securities of each series shall be issuable in such denominations
as shall be specified as contemplated by Section 3.01. In the absence of
any such provisions with respect to the Securities of any series, the
Securities of that series denominated in Dollars shall be issuable in
denominations of $1,000 and any integral multiple thereof.

SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its President, its
Chief Financial Officer or one of its Vice Presidents, under its corporate
seal or a facsimile thereof reproduced thereon attested by its Secretary or
one of its Assistant Secretaries. The signature of any of these officers on
the Securities may be manual or facsimile.

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

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of those Securities; and the Trustee in
accordance with such Company Order shall either at one time or from time to
time pursuant to such instructions as may be described therein authenticate
and deliver such Securities as in this Indenture provided and not otherwise.
Such Company Order shall specify the amount of Securities to be authenticated
and the date on which the original issue of Securities is to be authenticated,
and shall certify that all conditions precedent to the issuance of such
Securities contained in this Indenture have been complied with.

If the form or terms of the Securities of any series have been established
in or pursuant to one or more Board Resolutions as permitted by Sections 2.01
and 3.01, in authenticating those Securities, and accepting the additional
responsibilities under this Indenture in relation to those Securities, the
Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying on, an Opinion of Counsel stating:

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

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

(c) that those Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute legal,
valid and binding obligations of the Company, enforceable in accordance
with their terms, except as such enforcement is subject to the effect of
(i) bankruptcy, insolvency, fraudulent conveyance, reorganization or other
laws relating to or affecting creditors' rights generally, (ii) general
principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law) and (iii) any implied covenants of
good faith or fair dealing.

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

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided
for herein duly executed by the Trustee by manual signature, and such
certificate on any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of the Indenture. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in
Section 3.09 together with a written statement (which need not comply with
Section 1.03 and need not be

accompanied by an Opinion of Counsel) stating that such Security has never
been issued and sold by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

The Trustee may appoint an Authenticating Agent pursuant to the terms
of Section 6.14.

SECTION 3.04. TEMPORARY SECURITIES.

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

If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of any
series, the temporary Securities of that series shall be exchangeable for
those definitive Securities on surrender of the temporary Securities at any
office or agency of the Company designated pursuant to Section 10.02,
without charge to the Holder. On surrender for cancellation of any one or
more temporary Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series and of like tenor, of any
authorized denominations and of a like aggregate principal amount. Until so
exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities
of that series in whole or in part, except the unredeemed portion of any
Security being redeemed in part.

SECTION 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

(a) The Security Registrar shall cause to be kept for each series of
Securities at one of the offices or agencies maintained pursuant to Section
10.02 a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of
Securities of that series. The Company is hereby initially appointed
"Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

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

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

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

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

(e) No service charge shall be made for any registration of transfer or
exchange of Securities, except as provided in Section 3.06 or if the Holder
has requested such registration of transfer or exchange. The Security
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge (including the fees and expenses of the Trustee) that may
be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04, 9.06, 11.07 or
13.02 not involving any transfer.

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

SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

If any mutilated Security of any series is surrendered to the Trustee,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

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

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

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

Every new Security of any series issued pursuant to this Section 3.06 in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of that series duly
issued hereunder.

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

SECTION 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest. Unless otherwise provided with respect to the Securities

of any series, payment of interest may be made at the option of the Company
by check mailed or delivered to the address of any Person entitled thereto as
such address shall appear in the Securities Register.

Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (a) or (b) below:

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

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

Subject to the foregoing provisions of this Section 3.07, each Security
delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

In the case of any Security of any series which is converted after any
Regular Record Date and on or prior to the next succeeding Interest Payment
Date (other than any Security whose Maturity is prior to such Interest
Payment Date), interest on that Security which has a Principal Payment Date
on such Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion, and such interest (whether or not punctually
paid or duly provided for) shall be paid to the Person in whose name that
Security (or one or more of its Predecessor Securities) is registered at the
close of business on such Regular Record Date, PROVIDED, HOWEVER, that
Securities of any series so surrendered for conversion shall (except in the
case of those Securities called for redemption) be accompanied by payment in
New York Clearing House funds or other funds acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the
principal amount being surrendered for conversion. Except as otherwise
expressly provided in the immediately preceding sentence, in the case of any
Security of any series which is converted, interest which has a Principal
Payment Date after the date of conversion of that Security shall not be
payable.

SECTION 3.08. PERSONS DEEMED OWNERS.

Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name that Security is registered as the owner of that
Security for the purpose of receiving payment of principal of and premium, if
any, and (subject to Section 3.07) interest on that Security and for all
other purposes whatsoever, whether or not that Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

SECTION 3.09. CANCELLATION.

All Securities surrendered for payment, redemption, registration of
transfer, exchange or conversion shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly canceled
by it. The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture.
All canceled Securities held by the Trustee shall be disposed of as directed
by a Company Order.

SECTION 3.10. COMPUTATION OF INTEREST.

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

ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE.

This Indenture shall on Company Request cease to be of further effect
(except as expressly provided for in this Article IV), 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
(A) Securities that have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.06 and (B) Securities for whose
payment money has theretofore been deposited in trust or segregated and held
in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 10.03) have been delivered to the
Trustee for cancellation; or

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

(A) have become due and payable, or

(B) will become due and payable at their Principal Payment Date
within one year, or

(C) 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

(D) are delivered to the Trustee for conversion in accordance with
Article XIII, and the Company, in the case of (A), (B), (C) or (D) above, has
irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust for the purpose of paying an amount in cash sufficient
(without consideration of any investment of such cash) to pay and discharge
the entire indebtedness on those Securities not theretofore delivered to the
Trustee for

cancellation for principal and premium, if any, and interest and Additional
Amounts, if any, to the date of such deposit (in the case of Securities that
have become due and payable) or to the Principal Payment Date or Redemption
Date, as the case may be; PROVIDED that the Trustee is irrevocably instructed
to apply such amount to said payments with respect to those Securities;

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

(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
following rights or obligations under the Securities and this Indenture shall
survive until otherwise terminated or discharged hereunder: (a) Article XIII
and the Company's obligations under Sections 3.04, 3.05, 3.06, 10.02 and
10.03, in each case with respect to any Securities described in subclause
(ii) of clause (a) of this Section 4.01, (b) this Article IV, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder, including the
obligations of the Company to the Trustee under Section 6.07, and the
obligations of the Trustee or the Company to any Authenticating Agent under
Section 6.14 and (d) if money shall have been deposited with the Trustee
pursuant to subclause (ii) of clause (a) of this Section 4.01, the rights of
Holders of any Securities described in that subclause (ii) to receive, solely
from the trust fund described in that subclause (ii), payments in respect of
the principal of, and premium (if any) and interest on and Additional Amounts
(if any) with respect to, those Securities when such payments are due.

SECTION 4.02. APPLICATION OF TRUST MONEY.

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

SECTION 4.03. REINSTATEMENT.

If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article IV by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article IV until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust with
respect to the Securities; PROVIDED, HOWEVER, that if the Company makes any
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Security following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of the
Securities to receive such payment from the money so held in trust.

ARTICLE V

REMEDIES

SECTION 5.01. EVENTS OF DEFAULT.

"Event of Default," wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for
that Event of Default and whether it shall be occasioned by the provisions of
Article XII or be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body), unless it either
is inapplicable to a particular series of Securities or is specifically
deleted or modified in or pursuant to the supplemental indenture or Board
Resolution establishing that series or in the form of the Security for that
series:

(a) default in the payment of the principal of or premium, if any, on
any Security of that series at its Maturity, whether or not such payment is
prohibited by the provisions of Article XII; or

(b) default in the payment of any interest on or any Additional Amounts
with respect to any Security of that series when it becomes due and payable,
whether or not such payment is prohibited by the provisions of Article XII,
and continuance of such default for a period of 30 days; or

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

(d) the filing or commencement of an involuntary case or other
proceeding against the Company or any Significant Subsidiary of the Company
seeking liquidation, reorganization or other relief with respect to it or its
debts under any bankruptcy, insolvency or other similar law now or thereafter
in effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part of its
property, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of 90 days; or an order for relief
shall be entered against the Company or any Significant Subsidiary of the
Company under the federal bankruptcy laws as now or hereafter in effect; or

(e) the filing or commencement by the Company or any Significant
Subsidiary of the Company of a voluntary case or other proceeding seeking
liquidation, reorganization or other similar relief with respect to itself or
its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect, or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part
of its property, or the Company or any Significant Subsidiary of the Company
shall consent to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other proceeding
commenced against it or shall make a general assignment for the benefit of
creditors; or

(f) any other Event of Default provided with respect to Securities of
that series as contemplated by Section 3.01.

SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default with respect to any Outstanding Securities of any
series occurs and is continuing, then in every such case the Trustee or any
Holder may declare the outstanding principal amount and any accrued interest
of all the Securities of the series affected by such default or all series,
as the case may be, to be due and payable immediately, by a notice in writing
to the Company (and to the Trustee if given by any Holder), and on any such
declaration such outstanding principal amount and any accrued interest (or
specified amount) shall become immediately due and payable. If an Event of
Default described in clause (e) or (f) of Section 5.01 shall occur, the
outstanding principal amount and any accrued interest of the Outstanding
Securities of all series IPSO FACTO shall become and be immediately due and
payable without any declaration or other act on the part of the Trustee or
any Holder.

At any time after such a declaration of acceleration with respect to
Securities of any series (or of all series, as the case may be) has been made
and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article V provided, any Holder
of that series (or of all series, as the case may be), by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if

(a) the Company has paid or deposited with the Trustee or a Holder or
Holders a sum sufficient to pay:

(i) all overdue interest on, and any Additional Amounts with
respect to, all Securities of that series (or of all series, as the case may
be),

(ii) the principal of (and premium, if any, on) any Securities of
that series (or of all series, as the case may be) which have become due
otherwise than by such declaration of acceleration and interest thereon at
the rate or rates prescribed therefor in such Securities (in the case of
Original Issue Discount Securities, the Securities' Yield to Maturity),

(iii) to the extent that payment of such interest is lawful,
interest on overdue interest and any Additional Amounts at the rate or rates
prescribed therefor in such Securities (in the case of Original Issue
Discount Securities, the Securities' Yield to Maturity) and

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

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

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

SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

The Company covenants that if

(a) default is made in the payment of any interest on or any Additional
Amounts with respect to any Security of any series when such interest or
Additional Amounts shall have become due and payable and such default
continues for a period of 30 days, or

(b) default is made in the payment of the principal of or premium, if
any, on any Security of any series at the Maturity thereof, the Company will,
on demand of the Trustee, pay to it, for the benefit of the Holders of the
Securities of that series, the whole amount then due and payable on those
Securities for principal and premium, if any, and interest and any Additional
Amounts, and, to the extent that payment of such interest shall be legally
enforceable, interest on

any overdue principal and premium, if any, and on any overdue interest and
Additional Amounts, at the rate borne by those Securities (or in the case of
Original Issue Discount Securities, the Yield to Maturity of those
Securities), and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee
and each predecessor Trustee, their respective agents and counsel, and any
other amounts due the Trustee or any predecessor Trustee under Section 6.07.

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

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

SECTION 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of any judicial proceeding relative to the Company (or any other
obligor on the Securities of any series), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding
or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have the claims of the applicable Holders and the
Trustee allowed in any such proceeding. In particular, the Trustee shall be
authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each
applicable 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
applicable Holders, to pay to the Trustee any amount due it and each
predecessor Trustee for the reasonable compensation, expenses, disbursements
and advances of the Trustee and each predecessor Trustee and their respective
agents and counsel, and any other amounts due the Trustee under Section 6.07.

No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder of
Securities of any series any plan of reorganization, arrangement, adjustment
or composition affecting those Securities or the rights of any Holder thereof
or to authorize the Trustee to vote in respect of the claim of that Holder in
any such proceeding; PROVIDED, HOWEVER, that the Trustee may, on behalf of
the Holders of those Securities, vote for the election of a trustee in
bankruptcy or similar official and may be a member of the Creditors'
Committee.

SECTION 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.

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

SECTION 5.06. APPLICATION OF MONEY COLLECTED.

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

FIRST: Subject to Article XII, to the holders of Senior Indebtedness;

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

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

FOURTH: The balance, if any, to the Company or any other Person or
Persons determined to be entitled thereto.

SECTION 5.07. LIMITATION ON SUITS.

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

(a) an Event of Default with respect to Securities of that series has
occurred and is continuing and that Holder has previously given written
notice to the Trustee of that continuing Event of Default;

(b) any Holder of a particular series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in
its own name as Trustee hereunder;

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

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

(e) no direction inconsistent with such written request has been given
to the Trustee during such 60-day period by any Holder of a particular
series; it being understood and intended that no one or more of those Holders
shall have any right in any manner whatever by virtue of, or by availing of,
any provision of this Indenture to affect, disturb or prejudice the rights of
any other of those Holders, or to obtain or to seek to obtain priority or
preference over any other of those Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all those Holders.

SECTION 5.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM, INTEREST AND TO CONVERT.

Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and premium, if any, and (subject to
Section 3.07) interest on and any Additional Amounts with respect to such
Security on the respective Principal Payment Dates expressed in that Security
(or, in the case of redemption, on the Redemption Date) and to convert such
Security in accordance with Article XIII and to institute suit for the
enforcement of any such payment and right to convert, and such rights shall
not be impaired without the consent of that Holder.

SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 5.11. DELAY OR OMISSION NOT WAIVER.

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

SECTION 5.12. CONTROL BY HOLDERS.

With respect to Securities of any series, any Holder of that series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee relating to or arising under an Event of
Default described in clause (a), (b) or (f) of Section 5.01, and with respect
to all Securities any Holder shall have the right to direct the time, method
and place of conducting any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, not relating to or arising under
such an Event of Default; PROVIDED, that:

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

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

(c) subject to the provisions of Section 6.01, the Trustee shall have
the right to decline to follow any such direction if the Trustee in good
faith shall determine that the action so directed would involve the Trustee
in personal liability or would be unduly prejudicial to Holders not joining
in such direction.

SECTION 5.13. WAIVER OF PAST DEFAULTS.

The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of that series waive any past default hereunder with respect to
that series and its consequences, and the Holders of a majority in principal
amount of all Outstanding Securities may on behalf of the Holders of all
Securities waive any other past default hereunder and its consequences,
except in each case a default

(a) in the payment of the principal of or premium, if any, or interest
on or any Additional Amounts with respect to any Security, or

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

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

SECTION 5.14. UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess costs, including attorneys' fees, against
any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.14 shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal
of, or premium, if any, or interest on or any Additional Amounts with respect
to any Security on or after the Principal Payment Date or Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).

ARTICLE VI

THE TRUSTEE

SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES.

The duties and responsibilities of the Trustee shall be as provided by
this Indenture and the Trust Indenture Act for securities issued pursuant to
indentures qualified thereunder. Except as otherwise provided herein,
notwithstanding the foregoing, no provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur any financial
liability or risk in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
satisfactory to it against such risk or liability is not reasonably assured
to it. Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section
6.01. The Trustee shall not be liable (a) for any error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts or (b) with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of
not less than a majority in aggregate principal amount of the then
Outstanding Securities of any series or all series, determined as provided in
Section 5.12, relating to the time, method and place of conducting any
proceeding or any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, under this Indenture with respect to those
Securities. Prior to the occurrence of an Event of Default with respect to
Securities of any series and after the curing or waiving of all Events of
Default with respect to all series which may have occurred: (a) the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Indenture and in the Trust Indenture Act, and the Trustee
shall not be liable except for the performance of such duties and obligations
as are specifically set forth in this Indenture and in the Trust Indenture
Act, and no implied covenants or obligations shall be read in to this
Indenture against the Trustee; and (b) in the absence of bad faith on the
part of the Trustee, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions therein, on any
statements, certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture and believed by the Trustee to be
genuine and to have been signed or presented by the proper party or parties;
but in the case of any such statements, certificates or options which by any
provisions hereof are specifically required to be furnished to the Trustee,
the Trustee shall be under a duty to examine the same to determine whether or
not they conform on their face to the requirements of this Indenture. If a
default or an Event of Default with respect to Securities of any series has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
its exercise thereof as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

SECTION 6.02. NOTICE OF DEFAULTS.

The Trustee shall give the Holders of Securities of each series notice
of any default hereunder with respect to the Securities of that series known
to it as and to the extent provided by the Trust Indenture Act; PROVIDED,
HOWEVER, that in the case of any default with respect to the Securities of
that series of the character specified in Section 5.01(d), no such notice to
those Holders shall be given until at least 30 days after the occurrence
thereof; and PROVIDED, FURTHER, that, except in the case of a default in
payment of principal of, premium, if any, or interest on or any Additional
Amounts with respect to any Securities of any series, the Trustee may
withhold notice to the Holders of those Securities if and so long as a
committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of those Holders. For the purpose
of this Section 6.02, the term "default" with respect to the Securities of
any series means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to those Securities.

SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of Section 6.01:

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

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

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

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

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

(f) the Trustee shall not be required to give any bond or surety in
respect of the performance of its power and duties hereunder; and

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

SECTION 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

The statements and recitals contained herein and in the Securities and
in any other document in connection with the sale of the Securities, except
the Trustee's certificate of authentication, shall be taken as the statements
of the Company, and the Trustee and any Authenticating Agent assume no
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities. The
Trustee and any Authenticating Agent shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 6.05. MAY HOLD SECURITIES.

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

SECTION 6.06. MONEY HELD IN TRUST.

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

SECTION 6.07. COMPENSATION AND REIMBURSEMENT.

The Company agrees:

(a) to pay to the Trustee from time to time compensation for all
services rendered by it hereunder (including its services as Security
Registrar or Paying Agent, if so appointed by the Company) as may be mutually
agreed on in writing by the Company and the Trustee (which compensation shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the
Trustee and each predecessor Trustee promptly on its request for all
reasonable expenses, disbursements and advances incurred or made by or on
behalf of it in connection with the performance of its duties under any
provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel and all other persons
not regularly in its employ) except to the extent any such expense,
disbursement or advance may be attributable to its negligence or bad faith;
and

(c) to indemnify the Trustee and each predecessor Trustee (each, an
"indemnitee") for, and to hold the indemnitee harmless against, any loss,
liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and its duties hereunder (including its
services as Security Registrar or Paying Agent, if so appointed by the
Company), including enforcement of this Indenture (including this Section
6.07) and including the costs and expenses of defending itself against or
investigating any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The Company shall
defend any claim or threatened claim asserted against an indemnitee for which
it may seek indemnity, and the indemnitee shall cooperate in the defense
unless, in the reasonable opinion of the indemnitee's counsel, the indemnitee
has an interest adverse to the Company or a potential conflict of interest
exists between the indemnitee and the Company, in which case the indemnitee
may have separate counsel and the Company shall pay the reasonable fees and
expenses of such counsel; PROVIDED that the Company shall only be responsible
for the reasonable fees and expenses of one law firm (in addition to local
counsel) in any one action or separate substantially similar actions in the
same jurisdiction arising out of the same general allegations or
circumstances, such law firm to be designated by the indemnitee.

When the Trustee or any predecessor Trustee incurs expenses or renders
services in connection with the performance of its obligations hereunder
(including its services as Security Registrar or Paying Agent, if so
appointed by the Company) after an Event of Default specified in Section
5.01(f) or (g) occurs, those expenses and the compensation for those services
are intended to constitute expenses of administration under any applicable
bankruptcy, insolvency or other similar federal or state law to the extent
provided in Section 503(b)(5) of Title 11 of the United States Code, as now
or hereafter in effect.

SECTION 6.08. DISQUALIFICATION; CONFLICTING INTERESTS.

(a) If the Trustee has or shall acquire any conflicting interest, as
defined in this Section 6.08, with respect to the Securities of any series,
it shall, within 90 days after ascertaining that it has such conflicting
interest, either eliminate that conflicting interest or resign with respect
to the Securities of that series in the manner and with the effect
hereinafter specified in this Article VI.

(b) In the event that the Trustee shall fail to comply with the
provisions of paragraph (a) of this Section 6.08 with respect to the
Securities of any series, the Trustee shall, within 10 days after the
expiration of the 90-day period referred to in that paragraph (a), transmit
by mail to all Holders of Securities of that series, as their names and
addresses appear in the Security Register for that series, notice of that
failure.

(c) For the purposes of this Section, the term "conflicting interest"
shall have the meaning specified in Section 310(b) of the Trust Indenture Act
and the Trustee shall comply with Section 310(b) of the Trust Indenture Act;
PROVIDED, that there shall be excluded from the operation of Section
310(b)(1) of the Trust Indenture Act with respect to the Securities of any
series any indenture or indentures under which other securities, or
certificates of interest or participation in other securities, of the Company
are outstanding, if the requirements for such exclusion set forth in Section
310(b)(1) of the Trust Indenture Act are met. For purposes of the preceding
sentence, the optional provision permitted by the second sentence of Section
310(b)(9) of the Trust Indenture Act shall be applicable.

SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee hereunder which shall be a Person
that (i) is eligible pursuant to the Trust Indenture Act to act as such, (ii)
has (or, in the case of a corporation included in a bank holding company
system, whose related bank holding company has) a combined capital and
surplus of at least $50,000,000 and (iii) has a Corporate Trust Office in the
Borough of Manhattan, The City of New York, or a designated agent. If such
Person publishes reports of conditions at least annually, pursuant to law or
to the requirements of a Federal or state supervising or examining authority,
then for the purposes of this Section 6.09, the combined capital and surplus
of such Person shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 6.09, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article VI.

SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article VI shall become effective until
the acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

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

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

(d) If at any time:

(i) the Trustee shall fail to comply with Section 6.08 with
respect to the Securities of any series after written request therefor by the
Company or by any Holder who has been a bona fide Holder of a Security of
that series for the last six months, or

(ii) the Trustee shall cease to be eligible under Section 6.09
with respect to the Securities of any series and shall fail to resign after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security of that series for the last six months, or

(iii) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, (i) the
Company by a Board Resolution may remove the Trustee with respect to the
Securities of all series, or (ii) subject to Section 5.14, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf
of

himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause
with respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to those Securities (it being agreed that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of
those series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and such successor
Trustee or Trustees shall comply with the applicable requirements of Section
6.11. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company and accepted appointment in the
manner required by Section 6.11, any Holder who has been a bona fide Holder
of a Security of that series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of that series.

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

SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

(c) On request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section 6.11, as the case may be.

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

SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under
this Article VI, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities shall
have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself
authenticated those Securities.

SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT.

The Trustee may appoint an Authenticating Agent or Agents with the
consent of the Company and at the expense of the Company which shall be
authorized to act on behalf of the Trustee to authenticate Securities issued
on original issue and on exchange, registration of transfer, partial
conversion or partial redemption or pursuant to Section 3.06, and Securities
so authenticated shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee
by an Authenticating Agent. Each Authenticating Agent shall be acceptable to
the Company and shall at all times be a Person organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating
Agent, having (or, in the case of a corporation included in a bank holding
company system, whose related bank holding company has) a combined capital
and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the
purposes of this Section 6.14, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 6.14, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 6.14.

Any Person into which an Authenticating Agent may be merged or converted
or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall
be a party, or any Person succeeding to the corporate agency or corporate
trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such Person shall be otherwise eligible under
this Section 6.14, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. On receiving such a
notice of resignation or on such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14, the Trustee may appoint a successor
Authenticating Agent acceptable to the Company and shall mail notice of such
appointment by first-class mail, postage prepaid, to all Holders of
Securities for which such successor Authenticating Agent has been appointed
as their names and addresses appear in the Security Register. Any successor
Authenticating Agent on acceptance of its appointment under this Section 6.14
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating
Agent. No successor Authenticating Agent shall be appointed unless eligible
to act as such under the provisions of this Section 6.14.

Any Authenticating Agent by the acceptance of its appointment shall be
deemed to have represented to the Trustee that it is eligible for appointment
as Authenticating Agent under this Section 6.14 and to have agreed with the
Trustee that: it will perform and carry out the duties of an Authenticating
Agent as herein set forth, including, among other duties, the duties to
authenticate Securities when presented to it in connection with the original
issuance and with exchanges, registrations of transfer or redemptions or
conversions thereof or pursuant to Section 3.06; it will keep and maintain,
and furnish to the Trustee from time to time as requested by the Trustee,
appropriate records of all transactions carried out by it as Authenticating
Agent and will furnish the Trustee such other information and reports as the
Trustee may require; and it will notify the Trustee promptly if it shall
cease to be eligible to act as Authenticating Agent in accordance with the
provisions of this Section 6.14. Any Authenticating Agent by the acceptance
of its appointment shall be deemed to have agreed with the Trustee to
indemnify the Trustee against any loss, liability or expense incurred by the
Trustee and to defend any claim asserted against the Trustee by reason of any
acts or failures to act of such Authenticating Agent, but such Authenticating
Agent shall have no liability for any action taken by it in accordance with
the specific written direction of the Trustee.

The Trustee shall not be liable for any act or any failure of the
Authenticating Agent to perform any duty either required herein or authorized
herein to be performed by such person in accordance with this Indenture.

The Company agrees to pay to each Authenticating Agent from time to time
compensation for its services under this Section.

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

"This is one of the Securities of the series designated, described or
provided for in the within-mentioned Indenture.

------------------------------------
U.S. TRUST COMPANY OF TEXAS, N.A.

By:
--------------------------------
AS AUTHENTICATING AGENT

By:
--------------------------------
AUTHORIZED SIGNATORY"

Notwithstanding any provision of this Section 6.14 to the contrary, if
at any time any Authenticating Agent appointed hereunder with respect to any
series of Securities shall not also be acting as the Security Registrar
hereunder with respect to that series of Securities, then, in addition to all
other duties of an Authenticating Agent hereunder, such Authenticating Agent
shall also be obligated to furnish to the Security Registrar for that series
of Securities promptly all information necessary to enable that Security
Registrar to maintain at all times an accurate and current Security Register
for that series of Securities. Furthermore, the Security Registrar for that
series of Securities shall also be obligated to furnish the Authenticating
Agent promptly all information necessary to enable that Authenticating Agent
to maintain at all times accurate and current records for that series of
Securities.

ARTICLE VII

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

The Company will furnish or cause to be furnished to the Trustee with
respect to each series of Securities:

(a) semi-annually, not more than 15 days after each Regular Record Date,
a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of the Securities of that series as of such Regular
Record Date and

(b) not less than 15 days prior to the date on which the Trustee is
required or permitted to send any notice, report, or other information to
Holders, and

(c) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such
list is furnished.

Notwithstanding the foregoing, so long as the Trustee is the Security
Registrar, no such list shall be required to be furnished.

SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Securities of each series
contained in the most recent list furnished to the Trustee as provided in
Section 7.01 and the names and addresses of Holders of those Securities. The
Trustee may destroy any list furnished to it as provided in Section 7.01 on
receipt of a new list so furnished.

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

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

SECTION 7.03. REPORTS BY TRUSTEE.

(a) Not later than 60 days following each May 15, the Trustee shall
transmit to Holders such reports concerning the Trustee and its actions under
this Indenture as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto.

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

SECTION 7.04. REPORTS BY COMPANY.

(a) The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant to the Trust Indenture Act;
PROVIDED, that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within 15 days after the same is so required
to be filed with the Commission.

(b) The Company shall file with the Trustee an Officer's Certificate and
supporting documentation, along with such other information and documentation
as may be required by the Trustee to document the payment by the Company of
all obligations hereunder within 15 days after any such payment is made.

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person in one transaction or a series of related transactions
unless:

(a) in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially
as an entirety to any Person in one transaction or a series of related
transactions, the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an
entirety shall be a corporation, partnership, limited liability company or
trust, shall be organized and validly existing under the laws of the United
States of America, any State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, the due and punctual
payment of the principal of, premium, if any, and interest on and any
Additional Amounts with respect to all the Securities and the performance or
observance of every covenant of this Indenture on the part of the Company to
be performed or observed and shall have provided for conversion rights in
accordance with Section 13.11;

(b) immediately after giving effect to such transaction, no Event of
Default with respect to Securities of any series, and no event which, after
notice or lapse of time or both, would become an Event of Default with
respect to Securities of any series, shall have occurred and be continuing;

(c) such consolidation, merger, conveyance, transfer or lease does not
adversely affect the validity or enforceability of the Securities of any
series; and

(d) the Company or the successor Person has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture

is required in connection with such transaction, such supplemental indenture
comply with this Article VIII and that all conditions precedent herein
provided for relating to such transaction have been complied with.

SECTION 8.02. SUCCESSOR SUBSTITUTED.

On any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer or lease the properties and
assets of the Company substantially as an entirety to any Person in one
transaction or a series of related transactions in accordance with Section
8.01, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except
in the case of a transfer by lease, the predecessor Person shall be relieved
of all obligations and covenants under this Indenture and the Securities.

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

(a) to set forth the terms of the Securities of any unissued series,
including the additional indebtedness or other liabilities to which the
Securities of that series will be subordinated as contemplated by Section
3.01; or

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

(c) for the benefit of the Holders of Securities of any or all series,
to add to the covenants of the Company, add an additional Event of Default or
surrender any right or power conferred herein or in the Securities of any
series on the Company (and if any such covenant, Event of Default or
surrender is to be for the benefit of Holders of Securities of less than all
series, stating that such covenants, Event of Default or surrender is or are
being included solely for the benefit of the Holders of Securities of those
series referred to in the supplemental indenture); or

(d) to secure the Securities of any or all series; or

(e) to make provision with respect to the conversion rights of Holders
pursuant to the requirements of Section 13.11; or

(f) to change or eliminate any of the provisions of this Indenture,
PROVIDED that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution
of such supplemental indenture which is adversely affected by such change in
or elimination of such provision; or

(g) to supplement any of the provisions of this Indenture to such extent
as shall be necessary to permit or facilitate the defeasance and discharge of
any series of Securities pursuant to Section 4.01; PROVIDED, HOWEVER, that
any such action shall not adversely affect the interest of the Holders of
Securities of such series or any other series of Securities in any material
respect; or

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

(i) to cure any ambiguity or omission, to correct or supplement any
provision herein or in the Securities of any or all series which may be
defective or inconsistent with any other provision herein or in the
Securities of any or all series, or to make any other provisions with respect
to matters or questions arising under this Indenture which shall not be
inconsistent with the provisions of this Indenture; PROVIDED, that such
action pursuant to this clause (i) shall not adversely affect the interests
of the Holders of Securities of any series in any material respect and the
Trustee may rely on an Opinion of Counsel to that effect.

SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities, by Act of said Holders delivered to the
Company and the Trustee, or, if the rights of one or more, but less than all,
series of Outstanding Securities are to be affected, then with the consent of
the Holders of not less than a majority in principal amount of all the series
of Outstanding Securities so to be affected, by Act of said Holders (acting
as one class) delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders under this
Indenture; PROVIDED, HOWEVER, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected
thereby,

(a) change the Principal Payment Date of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon, any Additional
Amounts with respect thereto or any premium payable on the redemption
thereof, or reduce the amount of the principal of any Original Issue Discount
Security that would be due and payable on a declaration of acceleration of
the Maturity thereof pursuant to Section 5.02, where, or the coin or currency
or currencies (including composite currencies) in which, any Security or any
premium or any interest thereon or Additional Amount with respect thereto is
payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Principal Payment Date thereof (or, in the case
of redemption, on or after the Redemption Date), or adversely affect the
right to convert any Security as provided in Article XIII (except as
permitted by Section 9.01(e)), or the provisions of this Indenture with
respect to the subordination of the Securities (except as contemplated by
Section 3.01 and permitted by Section 9.01(a)), in a matter adverse to the
Holders; or

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

(c) modify any of the provisions of this Section 9.02, Section 5.13 or
Section 10.06, except to increase any percentage provided herein or therein
or to provide with respect to any particular series the right to condition
the effectiveness of any supplemental indenture as to that series on the
consent of the Holders of a specified percentage of the aggregate principal
amount of Outstanding Securities of that series (which provision may be made
pursuant to Section 3.01 without the consent of any Holder) or to provide
that certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby, PROVIDED, that this clause (c) shall not be deemed to require the
consent of any Holder with respect to changes in the references to "the
Trustee" and concomitant changes in this Section 9.02 and Section 10.06, or
the deletion of this proviso, in accordance with the requirements of Sections
6.11(b) and 9.01(g).

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

It shall not be necessary for any Act of Holders under this Section 9.02
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if that Act approves the substance thereof.

The determination of the Trustee as to the series of Securities the
rights of which are to be affected pursuant to this Section 9.02 shall be
conclusive, and the Trustee in making that determination shall be protected
in relying on an Opinion of Counsel.

SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES.

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

SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to this Article IX shall
conform to the requirements of the Trust Indenture Act.

SECTION 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

SECTION 9.07. NOTICE OF SUPPLEMENTAL INDENTURE.

Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 9.02, the Company shall transmit
to the Holders of Securities of all series affected thereby a notice setting
forth the substance of that supplemental indenture.

ARTICLE X

COVENANTS

SECTION 10.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

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

SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY.

The Company will maintain in the Place of Payment for each series of
Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer, where Securities of that series may
be surrendered for exchange or conversion and where notices and demands to or
on the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of any 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, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices
and demands.

The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to
time rescind such designations; PROVIDED, HOWEVER, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

SECTION 10.03. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

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

Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, on or prior to each due date of the principal of,
premium, if any, or interest on or any Additional Amounts with respect to any
Securities of that series, deposit with a Paying Agent a sum sufficient to
pay the entire amount so becoming due, such sum to be held as provided by the
Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent other than the Trustee or the
Company for each series of Securities to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section 10.03, that such Paying Agent will:
(a) comply with the provisions of the Trust Indenture Act and this Indenture
applicable to it as a Paying Agent and hold all sums held by it for the
payment of principal of or any premium or interest on or any Additional
Amounts with respect to the Securities of that series in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to
those Persons or otherwise disposed of as herein provided; (b) give the
Trustee notice of any default by the Company (or any other obligor on the
Securities) in the making of any payment in respect of the Securities of that
series; and (c) at any time during the continuance of any

default by the Company (or any other obligor on the Securities of that
series) in the making of any payment in respect of the Securities of that
series, on the written request of the Trustee, forthwith pay to the Trustee
all sums held in trust by such Paying Agent for payment in respect of the
Securities of that series, and account for any funds disbursed.

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

Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if
any, or interest on or any Additional Amounts with respect to any Security of
any series and remaining unclaimed for two years after that principal,
premium, if any, interest or Additional Amounts, if any, has become due and
payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of that
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereon cease; PROVIDED, HOWEVER, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in Phoenix, Arizona or Dallas, Texas, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 10.04. STATEMENT BY OFFICERS AS TO DEFAULT.

The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate stating whether or not to the best knowledge of the signers
thereof the Company is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

SECTION 10.05. EXISTENCE.

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

SECTION 10.06. WAIVER OF CERTAIN COVENANTS.

The Company may omit in any particular instance to comply with any
covenant or condition set forth in Section 10.05, or any covenant added for
the benefit of any series of Securities as contemplated by Section 3.01
(unless otherwise specified pursuant to Section 3.01) if before or after the
time for such compliance the Holders of a majority in principal amount of the
Outstanding Securities of all series affected by that omission (acting as one
class) shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but
no such waiver shall extend to or affect such covenant or condition except to
the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such covenant or condition shall remain in full force and
effect.

SECTION 10.07. ADDITIONAL AMOUNTS.

If the Securities of a series expressly provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of
that series Additional Amounts as expressly provided therein. Whenever in
this Indenture there is mentioned, in any context, the payment of the
principal of or any premium or interest on, or in respect of, any Security of
any series or the net proceeds received on the sale or exchange of any
Security of any series, such mention shall be deemed to include mention of
the payment of Additional Amounts provided for in this Section 10.07 to the
extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to the provisions of this Section 10.07
and express mention of the payment of Additional Amounts (if applicable) in
any provisions hereof shall not be construed as excluding Additional Amounts
in those provisions hereof where such express mention is not made.

If the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with
respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of
principal and any premium is made), and at least 10 days prior to each date
of payment of principal and any premium or interest if there has been any
change with respect to the matters set forth in the below-mentioned Officers'
Certificate, the Company shall furnish the Trustee and the Company's
principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of and any premium or interest on
the Securities of that series shall be made to Holders of Securities of that
series who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the Securities
of that series. If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required
to be withheld on such payments to such Holders of Securities and the Company
will pay to such Paying Agent the Additional Amounts required by this
Section. The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out
of or in connection with actions taken or omitted by any of them in reliance
on any Officers' Certificate furnished pursuant to this Section 10.07.

ARTICLE XI

REDEMPTION OF SECURITIES

SECTION 11.01. APPLICABILITY OF ARTICLE.

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

SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the
Company of less than all the Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter period shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of that series
to be redeemed. In case of any redemption at the election of the Company of
all the Securities of any series, the Company shall, at least 45 days prior
to the Redemption Date fixed by the Company (unless a shorter period shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date.

SECTION 11.03. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

If less than all the Securities of any series are to be redeemed, the
particular Securities of that series to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Security Registrar,
from the

Outstanding Securities of that series not previously called for redemption,
by lot or pro rata or by such other method as the Security Registrar shall
deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of that series of a denomination larger than the minimum
authorized denomination for Securities of that series. If any Security
selected for partial redemption is converted in part before termination of
the conversion right with respect to the portion of the Security so selected,
the converted portion of such Security shall be deemed (so far as may be) to
be the portion selected for redemption. Securities of any series which have
been converted during a selection of Securities of that series to be redeemed
shall be treated by the Security Registrar as Outstanding for the purpose of
such selection. In any case where more than one Security of the same series
is registered in the same name, the Security Registrar in its discretion may
treat the aggregate principal amount so registered as if it were represented
by one Security of that series.

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

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

SECTION 11.04. NOTICE OF REDEMPTION.

Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 15 nor more than 60 days prior to the
Redemption Date, to the Trustee and to each Holder of Securities to be
redeemed, at his address appearing in the Security Register.

All notices of redemption shall state:

(a) the Redemption Date,

(b) the Redemption Price,

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

(d) that on the Redemption Date the Redemption Price will become due and
payable on each such Security to be redeemed and that (unless the Company
shall default in payment of the Redemption Price) interest thereon will cease
to accrue on and after said date,

(e) that the redemption is for a sinking fund, if that is the case,

(f) the conversion price, the date on which the right to convert the
Securities to be redeemed will terminate and the place or places where such
Securities may be surrendered for conversion, and

(g) the place or places where such Securities are to be surrendered for
payment of the Redemption Price.

Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request received
by the Trustee at least 25 days prior to the Redemption Date, by the Trustee
in the name and at the expense of the Company.

SECTION 11.05. DEPOSIT OF REDEMPTION PRICE.

At or prior to 7:00 a.m. Phoenix, Arizona time on any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, and any Additional Amounts with respect
to, all the Securities or portions thereof which are to be redeemed on that
date other than any Securities called for redemption on that date which have
been converted prior to the date of such deposit.

If any Security called for redemption is converted, any money deposited
with the Trustee or with any Paying Agent or so segregated and held in trust
for the redemption of such Security shall (subject to any right of the Holder
of such Security or any Predecessor Security to receive interest as provided
in the last paragraph of Section 3.07) be paid to the Company on Company
Request or, if then held by the Company, shall be discharged from such trust.

SECTION 11.06. SECURITIES PAYABLE ON REDEMPTION DATE.

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

If any Security called for redemption shall not be so paid on surrender
thereof for redemption, the principal and premium, if any, shall, until paid,
bear interest from the Redemption Date at the rate borne by the Security.

SECTION 11.07 SECURITIES REDEEMED IN PART.

Any Security which is to be redeemed only in part shall be surrendered
at an office or agency of the Company maintained for that purpose pursuant to
Section 10.02 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series, of any
authorized denomination as requested by such Holder, in an aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

ARTICLE XII

SUBORDINATION OF SECURITIES

SECTION 12.01. SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS.

The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, at all times and in
all respects, the indebtedness represented by the Securities and the payment
of the principal of, premium, if any, and interest on and any Additional
Amounts with respect to each and all of the Securities are hereby expressly
made subordinate and subject in right of payment to the prior payment in full
of all Senior Indebtedness. Obligations in respect of Senior Indebtedness
will not be deemed to have been paid in full unless the holders thereof shall
have received payment in full in cash or cash equivalents with respect
thereto.

Each Holder of the Securities by its acceptance thereof acknowledges and
agrees that the subordination provisions included herein are, and are
intended to be, an inducement and a consideration to each holder of any
Senior Indebtedness, whether such Senior Indebtedness was created or acquired
before or after the issuance of Securities, to acquire and/or continue to
hold such Senior Indebtedness, and such holder of Senior Indebtedness shall
be deemed conclusively to have relied on such subordination provisions in
acquiring and/or continuing to hold such Senior Indebtedness.

SECTION 12.02. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding, relative to the Company or to its creditors, as such, or to a
substantial part of its assets, or (b) any proceeding for the liquidation,
dissolution or other winding up of the Company, whether voluntary or
involuntary and whether or not involving insolvency or bankruptcy, or (c) any
general assignment for the benefit of creditors or any other marshaling of
assets and liabilities of the Company, then and in any such event the holders
of Senior Indebtedness shall be entitled to receive payment in full of all
Obligations due or to become due on or in respect of all Senior Indebtedness
before the Holders of the Securities are entitled to receive any payment or
distribution of any kind or character, whether in cash, property or
securities, on account of principal of, premium, if any, or interest on or
any Additional Amounts with respect to the Securities, and to that end the
holders of Senior Indebtedness shall be entitled to receive, for application
to the payment thereof, any payment or distribution of any kind or character,
including any such payment or distribution which may be payable or
deliverable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of the Securities, which may be payable or
deliverable in respect of the Securities in any such case, proceeding,
dissolution, liquidation or other winding up or event. In furtherance of the
foregoing, but not by way of limitation thereof, in the event of any case or
proceeding described in clause (a) above in or as a result of which the
Company is excused from the obligation to pay all or any part of the interest
otherwise payable in respect of any Senior Indebtedness during the period
subsequent to the commencement of any such case or proceeding, all or such
part, as the case may be, of such interest shall be payable out of, and to
that extent shall diminish and be at the expense of, reorganization dividends
or other distributions in respect of the Securities.

In the event that, notwithstanding the foregoing provisions of this
Section 12.02, the Trustee or the Holder of any Security shall have received
any payment or distribution of any kind or character in respect of the
Securities, whether in cash, property or securities, including any such
payment or distribution which may be payable or deliverable by reason of the
payment of any other indebtedness of the Company being subordinated to the
payment of the Securities, before all Senior Indebtedness is paid in full,
such payment or distribution shall be held by the Trustee (if the Trustee has
knowledge that such payment or distribution is prohibited by this Section
12.02) or by such Holder (in trust) for the holders of Senior Indebtedness,
and shall be paid forthwith over and delivered to, the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee, agent or other Person
making payment or distribution of assets of the Company for application to
the payment of all Senior Indebtedness remaining unpaid, to the extent
necessary to pay all Senior Indebtedness in full, after giving effect to any
concurrent payment or distribution to or for the holders of Senior
Indebtedness.

To the extent any payment of or distribution in respect of Senior
Indebtedness (whether by or on behalf of the Company, as proceeds of security
or enforcement of any right of set off or otherwise) is declared to be
fraudulent or preferential, set aside or required to be paid to any receiver,
trustee in bankruptcy, liquidating trustee, agent or other similar Person
under any bankruptcy, insolvency, receivership, fraudulent conveyance or
similar law, then if such payment or distribution is recovered by, or paid
over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or
other similar Person, the Senior Indebtedness or part thereof originally
intended to be satisfied shall be deemed to be reinstated and outstanding as
if such payment has not occurred.

For purposes of this Article XII only, (a) a "distribution" may consist
of cash, securities or other property, by set-off or otherwise and (b) the
words "cash, property or securities" shall not be deemed to include
securities of the

Company as reorganized or readjusted or securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment,
which securities are subordinated in right of payment to all Senior
Indebtedness which may at the time be outstanding to substantially the same
extent as, or to a greater extent than, the Securities are so subordinated as
provided in this Article XII. The consolidation of the Company with, or the
merger of the Company into, another Person or the liquidation or dissolution
of the Company following the conveyance or transfer of its properties and
assets substantially as an entirety to another Person on the terms and
conditions set forth in Article VIII shall not be deemed a dissolution,
winding up, liquidation, reorganization, general assignment for the benefit
of creditors or marshaling of assets and liabilities of the Company for the
purposes of this Section 12.02 if the Person formed by such consolidation or
into which the Company is merged or which acquires by conveyance or transfer
such properties and assets substantially as an entirety, as the case may be,
shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions set forth in Article VIII.

SECTION 12.03. NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.

The Company may not make any payment (whether by redemption, purchase,
retirement, defeasance or otherwise) to the Trustee or any Holder on account
of the principal of, premium, if any, or interest on or any Additional
Amounts with respect to the Securities and may not acquire from the Trustee
or any Holder any Securities (other than payments and other distributions
made from any defeasance trust created pursuant to Section 4.01 if the
applicable deposit does not violate Article IV or this Article XII) until all
principal and other Obligations with respect to the Senior Indebtedness of
the Company have been paid in full if:

(a) a default in the payment of any principal of, premium, if any, or
interest on Designated Senior Indebtedness occurs; or

(b) a default, other than a payment default, on Designated Senior
Indebtedness occurs and is continuing that then permits holders of the
Designated Senior Indebtedness as to which such default relates to accelerate
its maturity and the Trustee receives a notice of the default (a "Payment
Blockage Notice") from a Person who is a Representative of the holders of
such Designated Senior Indebtedness, PROVIDED, that if such Designated Senior
Indebtedness is of the type referred to in clause (b) of the definition
thereof, the Payment Blockage Notice shall be given by a Representative of
the holders of at least 20% of such Designated Senior Indebtedness. If the
Trustee receives any such Payment Blockage Notice, no subsequent Payment
Blockage Notice shall be effective for purposes of this Section 12.03 unless
and until 360 days shall have elapsed since the date of commencement of the
payment blockage period resulting from the immediately prior Payment Blockage
Notice. No nonpayment default in respect of any Designated Senior
Indebtedness that existed or was continuing on the date of delivery of any
Payment Blockage Notice to the Trustee shall be, or be made, the basis for
subsequent Payment Blockage Notices.

The Company shall resume payments on and distributions in respect of the
Securities and may acquire Securities on:

(a) in the case of a default referred to in subparagraph (a) of the
preceding paragraph, the date on which the default is cured or waived, or

(b) in the case of a default referred to in subparagraph (b) of the
preceding paragraph, the earliest of (i) the date on which such nonpayment
default is cured or waived, (ii) the date the applicable Payment Blockage
Notice is retracted by written notice to the Trustee from the Person who is a
Representative of the holders of the relevant Designated Senior Indebtedness
and (iii) 179 days after the date on which the applicable Payment Blockage
Notice is received unless (A) any of the events described in subparagraph (a)
of the preceding paragraph has occurred and is continuing or (B) a default or
Event of Default under clause (e) or (f) of Section 5.01 has occurred, if
this Article XII otherwise permits the payment, distribution or acquisition
at the time of such payment or acquisition.

In the event that, notwithstanding the foregoing, the Company shall make
any payment or distribution to the Trustee or the Holder of any Security
prohibited by the foregoing provisions of this Section 12.03, such payment or
distribution shall be held by the Trustee (if the Trustee has knowledge that
such payment or distribution is so prohibited) or by such Holder (in trust)
for the holders of Senior Indebtedness, and shall be paid forthwith over and
delivered (a) to the holders of Senior Indebtedness or their respective
Representatives as their respective interests may appear or (b) as a court of
competent jurisdiction shall direct, in each case for application to the
payment of all Obligations with respect to Senior Indebtedness remaining
unpaid to the extent necessary to pay such Obligations in full in accordance
with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

The provisions of this Section 12.03 shall not apply to any payment with
respect to which Section 12.02 would be applicable.

SECTION 12.04. PAYMENT PERMITTED IF NO DEFAULT.

Nothing contained in this Article XII or elsewhere in this Indenture or
in any of the Securities shall prevent (a) the Company, at any time except
under the circumstances referred to in Section 12.02 or under the conditions
described in Section 12.03, from making payments at any time of principal of,
premium, if any, or interest on or any Additional Amounts with respect to the
Securities, or (b) the application by the Trustee of any money deposited with
it hereunder to the payment of or on account of the principal of, premium, if
any, or interest on or any Additional Amounts with respect to the Securities
if, at the time of such application by the Trustee, it did not have knowledge
within the meaning of Section 12.09 that such payment would have been
prohibited by the provisions of this Article XII.

SECTION 12.05. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

Subject to the payment in full of all Obligations in respect of Senior
Indebtedness, the Holders of the Securities shall be subrogated to the extent
of the payments or distributions made to the holders of Senior Indebtedness
pursuant to the provisions of this Article XII (equally and ratably with the
holders of all indebtedness of the Company which by its express terms is
subordinated to other indebtedness of the Company to substantially the same
extent as the Securities are subordinated and is entitled to like rights of
subrogation) to the rights of the holders of Senior Indebtedness to receive
payments and distributions applicable to the Senior Indebtedness until the
principal of, premium, if any, and interest on and any Additional Amounts
with respect to the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article XII, and no payments over
pursuant to the provisions of this Article XII to the holders of Senior
Indebtedness by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Indebtedness and the
Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Indebtedness.

SECTION 12.06. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

The provisions of this Article XII are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on
the one hand and the holders of Senior Indebtedness on the other hand.
Nothing contained in this Article XII or elsewhere in this Indenture or in
the Securities is intended to or shall: (a) impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of,
premium, if any, and interest on and any Additional Amounts with respect to
the Securities as and when the same shall become due and payable in
accordance with their terms; (b) affect the relative rights against the
Company or the Holders of the Securities and creditors of the Company other
than the holders of Senior Indebtedness; or (c) prevent the Trustee or the
Holder of any Security from exercising all remedies otherwise permitted by
applicable law on default under this Indenture, subject to the rights, if
any, under this Article XII of the holders of Senior Indebtedness to receive
distributions otherwise payable or deliverable to the Trustee or such Holder.

SECTION 12.07. TRUSTEE TO EFFECTUATE SUBORDINATION.

Each holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article XII and
appoints the Trustee his attorney-in-fact for any and all such purposes.

SECTION 12.08. NO WAIVER OF SUBORDINATION PROVISIONS.

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 on the part of the
Company or by any act or failure to act by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

Without in any way limiting the generality of the preceding paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Trustee or the Holders of
the Securities and without impairing or releasing the subordination provided
in this Article XII or the obligations hereunder of the Trustee or the
Holders of the Securities to the holders of Senior Indebtedness, do any one
or more of the following: (a) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Indebtedness, or
otherwise amend or supplement in any manner Senior Indebtedness or any
instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (b) sell, exchange, release or otherwise deal
with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (c) release any Person liable in any manner for the collection
of Senior Indebtedness; and (d) exercise or refrain from exercising any
rights against the Company and any other Person.

SECTION 12.09. NOTICE TO TRUSTEE.

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. Notwithstanding the provisions of
this Article XII or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts that would
prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof from the Company or a holder of Senior Indebtedness or from any
Representative therefor; and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 6.01, shall be
entitled in all respects to assume that no such facts exist; PROVIDED,
HOWEVER, that if the Trustee shall not have received the notice provided for
in this Section 12.09 at least two Business Days prior to the date on which
by the terms hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of, premium, if any, or
interest on or any Additional Amounts with respect to

any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive
such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date.

Subject to the provisions of Section 6.01, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Indebtedness (or a Representative therefor)
to establish that such notice has been given by a holder of Senior
Indebtedness (or a Representative therefor). 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 XII, the Trustee may
request such Person to furnish evidence to the 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
XII, and if such evidence is not furnished, the Trustee may defer any payment
to such Person pending judicial determination as to the right of such Person
to receive such payment.

SECTION 12.10. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT.

On any payment or distribution in respect of the Securities or Senior
Indebtedness referred to in this Article XII, the Trustee, subject to the
provisions of Section 6.01, and, so long as the provisions of this Article
XII have been brought to the attention of the court, tribunal, trustee or
other Person making the payment or distribution, the Holders of the
Securities shall be entitled to rely on any order or decree entered by any
court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee for the benefit of
creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the 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 XII.

SECTION 12.11. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

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

SECTION 12.12. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS.

The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article XII with respect to any Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder
of Senior Indebtedness, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.

Nothing in this Article XII shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.07.

SECTION 12.13. ARTICLE APPLICABLE TO PAYING AGENTS.

In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article XII shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article XII in addition to or in place of the
Trustee; PROVIDED, HOWEVER, that Section 12.12 shall not apply to the Company
or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

SECTION 12.14. CERTAIN CONVERSIONS DEEMED PAYMENT.

For the purposes of this Article XII only, (a) the issuance and delivery
of junior securities on conversion of Securities in accordance with Article
XIII shall not be deemed to constitute a payment or distribution on account
of the principal of, premium, if any, or interest on or any Additional
Amounts with respect to Securities or on account of the purchase or other
acquisition of Securities, and (b) the payment, issuance or delivery of cash,
property or securities (other than junior securities) on conversion of a
Security shall be deemed to constitute payment on account of the principal of
such Security. For the purposes of this Section 12.14, the term "junior
securities" means (a) shares of any class of capital stock of the Company and
(b) securities of the Company which are subordinated in right of payment to
all Senior Indebtedness which may be outstanding at the time of issuance or
delivery of such securities to substantially the same extent as, or to a
greater extent than, the Securities are so subordinated as provided in this
Article XII. Nothing contained in this Article XII or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as among the
Company, its creditors other than holders of Senior Indebtedness and the
Holders of the Securities, the right, which is absolute and unconditional, of
the Holder of any Security to convert such Security in accordance with
Article XIII.

SECTION 12.15. NO SUSPENSION OF REMEDIES.

Nothing contained in this Article XII shall limit the right of the
Trustee or the Holders of the Securities of any series to take any action to
accelerate the maturity of the Securities of that series pursuant to the
provisions described under Article V and as set forth in this Indenture or to
pursue any rights or remedies hereunder or under applicable law, subject to
the rights, if any, under this Article XII of the holders, from time to time,
of Senior Indebtedness to receive the cash, property or securities receivable
on the exercise of such rights or remedies.

ARTICLE XIII

CONVERSION OF SECURITIES

SECTION 13.01. CONVERSION PRIVILEGE AND CONVERSION PRICE.

Subject to and on compliance with the provisions of this Article XIII,
at the option of the Holder thereof, any Security of any series may be
converted at any time during the convertibility period as described on the
face of each Security (the "Convertibility Period") for that Security at the
principal amount thereof into fully paid and nonassessable shares (calculated
as to each conversion to the nearest 1/100 of a share) of Common Stock, at
the conversion price for that Security, determined as hereinafter provided,
in effect at the time of conversion. Such conversion right shall expire at
the close of business on the last day of the Convertibility Period. In case
a Security is called for redemption, such conversion right in respect of the
Security shall expire at the close of business on the second business day
preceding the applicable Redemption Date, unless the Company defaults in
making the payment due on redemption.

The price at which shares of Common Stock shall be delivered on
conversion of any Security (herein called the "conversion price") shall be
initially the Conversion Price per share of Common Stock which is fixed for
that Security by or pursuant to this Indenture. The conversion price shall be
adjusted in certain instances as provided in paragraphs (a), (b), (c), (d),
(e), (f) and (i) of Section 13.04.

SECTION 13.02. EXERCISE OF CONVERSION PRIVILEGE.

In order to exercise the conversion privilege, the Holder of any
Security of any series shall surrender that Security, duly endorsed or
assigned to the Company or in blank, at any office or agency of the Company
maintained pursuant to Section 10.02 for that series, accompanied by written
notice to the Company in the form provided in the Security (or such other
notice as is acceptable to the Company) at such office or agency that the
Holder elects to convert that Security. Securities surrendered for
conversion during the period from the opening of business on any Regular
Record Date for that Security next preceding any Interest Payment Date for
that Security to the close of business on that Interest Payment Date (except
in the case of Securities which have been called for redemption on a
Redemption Date, occurring within such period) must be accompanied by payment
in New York Clearing House funds or other funds acceptable to the Company of
an amount equal to the interest payable on that Interest Payment Date on the
principal amount of Securities being surrendered for conversion. Except as
provided in the immediately preceding sentence and subject to the last
paragraph of Section 3.07, no payment or adjustment shall be made on any
conversion on account of any interest accrued on the Securities surrendered
for conversion or on account of any dividends on the Common Stock issued on
conversion.

Securities shall be deemed to have been converted immediately prior to
the close of business on the day of their surrender for conversion in
accordance with the foregoing provisions, and at such time the rights of the
Holders of those Securities as Holders shall cease, and the Person or Persons
entitled to receive the Common Stock issuable on conversion of those
Securities shall be treated for all purposes as having become the record
holder or holders of such Common Stock as and after such time. As promptly as
practicable on or after the conversion date, the Company shall issue and
shall deliver at such office or agency a certificate or certificates for the
number of full shares of Common Stock issuable on conversion, together with
payment in lieu of any fraction of a share, as provided in Section 13.03.

SECTION 13.03. FRACTIONS OF SHARES.

No fractional share of Common Stock shall be issued on conversion of
Securities of any series. If more than one Security of the same series shall
be surrendered for conversion at one time by the same Holder, the number of
full shares which shall be issuable on conversion thereof shall be computed
on the basis of the aggregate principal amount of the Securities (or
specified portions thereof) so surrendered. Instead of any fractional share
of Common Stock which would otherwise be issuable on conversion of any
Security or Securities (or specified portions thereof), the Company shall pay
a cash adjustment in respect of such fraction in an amount equal to the same
fraction of the Closing Price (as hereinafter defined) at the close of
business on the day of conversion (or, if such day is not a Trading Day (as
hereafter defined), on the Trading Day immediately preceding such day).

SECTION 13.04. ADJUSTMENT OF CONVERSION PRICE.

(a) In case the Company shall pay or make a dividend or other
distribution on the Common Stock exclusively in Common Stock or shall pay or
make a dividend or other distribution on any other class of capital stock of
the Company which dividend or distribution includes Common Stock, each
conversion price in effect for the Securities of each series at the opening
of business on the day following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution shall be
reduced by multiplying that conversion price by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding at the
close of business on the date fixed for such determination and the
denominator shall be the sum of such number of shares and the total number of
shares constituting such dividend or other distribution, such reduction to
become effective immediately after the opening of business on the day
following the date fixed for such determination. For the purpose of this
paragraph (a), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company. The Company
shall not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.

(b) Subject to paragraph (g) of this Section 13.04, in case the Company
shall pay or make a dividend or other distribution on the Common Stock
consisting exclusively of, or shall otherwise issue to all holders of the
Common Stock, rights or warrants entitling the holders thereof to subscribe
for or purchase shares of Common Stock at a price per share less than the
Current Market Price (determined as provided in paragraph (h) of this Section
13.04) on the date fixed for the determination of stockholders entitled to
receive such rights or warrants, each conversion price in effect for the
Securities of each series at the opening of business on the day following the
date fixed for such determination shall be reduced by multiplying that
conversion price by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of Common Stock
so offered for subscription or purchase would purchase at such Current Market
Price and the denominator shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such determination
plus the number of shares of Common Stock so offered for subscription or
purchase, such reduction to become effective immediately after the opening of
business on the day following the date fixed for such determination. For the
purposes of this paragraph (b), the number of shares of Common Stock at any
time outstanding shall not include shares held in the treasury of the
Company. The Company shall not issue any rights or warrants in respect of
shares of Common Stock held in the treasury of the Company.

(c) In case outstanding shares of Common Stock shall be subdivided into
a greater number of shares of Common Stock, each conversion price in effect
for the Securities of each series at the opening of business on the day
following the day on which such subdivision becomes effective shall be
proportionately reduced, and, conversely, in case outstanding shares of
Common Stock shall be combined into a smaller number of shares of Common
Stock, each conversion price in effect for the Securities of each series at
the opening of business on the day following the day on which such
combination becomes effective shall be proportionately increased, such
reduction or increase, as the case may be, to become effective immediately
after the opening of business on the day following the day on which
subdivision or combination becomes effective.

(d) Subject to the last sentence of this paragraph (d) and to paragraph
(g) of this Section 13.04, in case the Company shall, by dividend or
otherwise, distribute to all holders of the Common Stock evidences of its
indebtedness, shares of any class of its capital stock, cash or other assets
(including securities, but excluding any rights or warrants referred to in
paragraph (b) of this Section 13.04, excluding any dividend or distribution
paid exclusively in cash and excluding any dividend or distribution referred
to in paragraph (a) of this Section 13.04), each conversion price for the
Securities of each series shall be reduced by multiplying that conversion
price as it was in effect immediately prior to the close of business on the
date fixed for the determination of stockholders entitled to such
distribution by a fraction of which the numerator shall be the Current Market
Price (determined as provided in paragraph (h) of this Section 13.04) on such
date less the fair market value (as determined by the Board of Directors,
whose determination shall be conclusive and described in a Board Resolution)
on such date of the portion of the evidences of indebtedness, shares of
capital stock, cash and other assets to be distributed applicable to one
share of Common Stock and the denominator shall be such Current Market Price,
such reduction to become effective immediately prior to the opening of
business on the day following such date. If the Board of Directors determines
the fair market value of any distribution for purposes of this paragraph (d)
by reference to the actual or when-issued trading market for any securities
comprising part or all of such distribution, it must in doing so consider the
prices in such market over the same period used in computing the Current
Market Price pursuant to paragraph (h) of this Section 13.04, to the extent
possible. For purposes of this paragraph (d), any dividend or distribution
that includes shares of Common Stock, rights or warrants to subscribe for or
purchase shares of Common Stock or securities convertible into or
exchangeable for shares of Common Stock shall be deemed to be (i) a dividend
or distribution of the evidences of indebtedness, cash, assets or shares of
capital stock other than such shares of Common Stock, such rights or warrants
or such convertible or exchangeable securities (making any conversion price
reduction required by this paragraph (d)) immediately followed by (ii) in the
case of such shares of Common Stock or such rights or warrants, a dividend or
distribution thereof (making any further conversion price reduction required
by paragraphs (a) and (b) of this Section 13.04, except any shares of Common
Stock included in such dividend or distribution shall not be deemed
"outstanding at the close of business on the date fixed for such
determination" within the meaning of paragraph (a) of this Section 13.04), or
(iii) in the case of such convertible or

exchangeable securities, a dividend or distribution of the number of shares
of Common Stock as would then be issuable on the conversion or exchange
thereof, whether or not the conversion or exchange of such securities is
subject to any conditions (making any further conversion price reduction
required by paragraph (a) of this Section 13.04, except the shares deemed to
constitute such dividend or distribution shall not be deemed "outstanding at
the close of business on the date fixed for such determination" within the
meaning of paragraph (a) of this Section 13.04).

(e) In case the Company shall, by dividend or otherwise, at any time
distribute to all holders of the Common Stock cash (excluding any cash that
is distributed as part of a distribution referred to in paragraph (d) of this
Section 13.04 or in connection with a transaction to which Section 13.11
applies) in an aggregate amount that, together with (i) the aggregate amount
of any other distributions to all holders of the Common Stock made
exclusively in cash within the 12 months preceding the date fixed for the
determination of stockholders entitled to such distribution and in respect of
which no conversion price adjustment pursuant to this paragraph (e) has been
made previously and (ii) the aggregate of any cash plus the fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) as of such date of
determination of any other consideration payable in respect of any tender
offer by the Company or a Subsidiary for all or any portion of the Common
Stock consummated within the 12 months preceding such date of determination
and in respect of which no conversion price adjustment pursuant to paragraph
(f) of this Section 13.04 has been made previously, exceeds the greater of
(A) 12.5% of the product of the Current Market Price (determined as provided
in paragraph (h) of this Section) on such date of determination times the
number of shares of Common Stock outstanding on such date or (B) the
Company's consolidated retained earnings on the date fixed for determining
the stockholders entitled to such distribution (determined without giving
effect to such distribution), each conversion price for the Securities of
each series shall be reduced by multiplying that conversion price as it was
in effect immediately prior to the close of business on such date of
determination by a fraction of which the numerator shall be the Current
Market Price (determined as provided in paragraph (h) of this Section 13.04)
on such date less the amount of such cash previously distributed or to be
distributed at such time applicable to one share of Common Stock and the
denominator shall be such Current Market Price, such reduction to become
effective immediately prior to the opening of business on the day following
such date.

(f) In case a tender offer made by the Company or any Subsidiary for all
or any portion of the Common Stock shall be consummated and such tender offer
shall involve an aggregate consideration having a fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution) as of the last time (the "Expiration
Time") that tenders may be made pursuant to such tender offer (as it shall
have been amended) that, together with (i) the aggregate of the cash plus the
fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution) as of
the Expiration Time of the other consideration paid in respect of any other
tender offer by the Company or a Subsidiary for all or any portion of the
Common Stock consummated within the 12 months preceding the Expiration Time
and in respect of which no conversion price adjustment pursuant to this
paragraph (f) has been made previously and (ii) the aggregate amount of any
distributions to all holders of the Common Stock made exclusively in cash
within the 12 months preceding the Expiration Time and in respect of which no
conversion price adjustment pursuant to paragraph (e) of this Section 13.04
has been made previously, exceeds the greater of (A) 12.5% of the product of
the Current Market Price (determined as provided in paragraph (h) of this
Section 13.04) immediately prior to the Expiration Time times the number of
shares of Common Stock outstanding (including any tendered shares) at the
Expiration Time or (B) the Company's consolidated retained earnings as of the
Expiration Time (determined without giving effect to the purchase of tendered
shares), each conversion price for the Securities of each series shall be
reduced by multiplying that conversion price as it was in effect immediately
prior to the Expiration Time by a fraction of which the numerator shall be
(1) the product of the Current Market Price (determined as provided in
paragraph (h) of this Section 13.04) immediately prior to the Expiration Time
times the number of shares of Common Stock outstanding (including any
tendered shares at the Expiration Time) minus (2) the fair market value
(determined as aforesaid) of the aggregate consideration payable to
stockholders on consummation of such tender offer and the denominator shall
be the product of (1) such Current Market Price times (2) such number of
outstanding shares at the Expiration Time minus the number of shares accepted
for payment in such tender offer (the "Purchased Shares"), such reduction to
become effective immediately prior to the opening of business on the day
following the Expiration Time; PROVIDED, that if the number of Purchased
Shares or the

aggregate consideration payable therefor has not been finally determined by
such opening of business, the adjustment required by this paragraph (f)
shall, pending such final determination, be made based on the preliminarily
announced results of such tender offer, and, after such final determination
shall have been made, the adjustment required by this paragraph (f) shall be
made based on the number of Purchased Shares and the aggregate consideration
payable therefor as so finally determined.

(g) The reclassification of Common Stock into securities that include
securities other than Common Stock (other than any reclassification on a
consolidation or merger to which Section 13.11 applies) shall be deemed to
involve (i) a distribution of such securities other than Common Stock to all
holders of Common Stock (and the effective date of such reclassification
shall be deemed to be "the date fixed for the determination of stockholders
entitled to such distribution" within the meaning of paragraph (d) of this
Section 13.04), and (ii) a subdivision or combination, as the case may be, of
the number of shares of Common Stock outstanding immediately prior to such
reclassification into the number of shares of Common Stock outstanding
immediately thereafter (and the effective date of such reclassification shall
be deemed to be "the day on which such subdivision becomes effective" or "the
day on which such combination becomes effective", as the case may be, and
"the day on which such subdivision or combination becomes effective" within
the meaning of paragraph (c) of this Section 13.04).

Rights or warrants issued by the Company to all holders of the Common
Stock entitling the holders thereof to subscribe for or purchase shares of
Common Stock (either initially or under certain circumstances), which rights
or warrants (i) are deemed to be transferred with such shares of Common
Stock, (ii) are not exercisable and (iii) are also issued in respect of
future issuances of Common Stock, in each case in clauses (i) through (iii)
until the occurrence of a specified event or events ("Trigger Event"), shall
for purposes of this Section 13.04 not be deemed issued until the occurrence
of the earliest Trigger Event. If any such rights or warrants, including any
such existing rights or warrants distributed prior to the date of this
Indenture, are subject to subsequent events, on the occurrence of each of
which such rights or warrants shall become exercisable to purchase different
securities, evidences of indebtedness or other assets, then the occurrence of
each such event shall be deemed to be such date of issuance and record date
with respect to new rights or warrants (and a termination or expiration of
the existing rights or warrants without exercise by the holder thereof). In
addition, in the event of any distribution (or deemed distribution) of such
rights or warrants, or any Trigger Event with respect thereto, that was
counted for purposes of calculating a distribution amount for which an
adjustment to any conversion price under this Section 13.04 was made, (i) in
the case of any such rights or warrants that shall all have been redeemed or
repurchased without exercise by any holders thereof, that conversion price
shall be readjusted on such final redemption or repurchase to give effect to
such distribution or Trigger Event, as the case may be, as though it were a
cash distribution, equal to the per share redemption or repurchase price
received by a holder or holders of Common Stock with respect to such rights
or warrants (assuming such holder had retained such rights or warrants), made
to all holders of Common Stock as of the date of such redemption or
repurchase, and (ii) in the case of such rights or warrants that shall have
expired or been terminated without exercise by any holders thereof, that
conversion price shall be readjusted as if such rights and warrants had not
been issued.

Notwithstanding any other provision of this Section 13.04 to the
contrary, rights, warrants, evidences of indebtedness, other securities, cash
or other assets (including, without limitation, any rights distributed
pursuant to any stockholder rights plan) shall be deemed not to have been
distributed for purposes of this Section 13.04 if the Company makes proper
provision so that each holder of Securities of each series who converts a
Security (or any portion thereof) of that series after the date fixed for
determination of stockholders entitled to receive such distribution shall be
entitled to receive on such conversion, in addition to the shares of Common
Stock issuable on such conversion, the amount and kind of such distributions
which that holder would have been entitled to receive if such holder had,
immediately prior to such determination date, converted that Security into
Common Stock.

(h) For the purpose of any computation under this paragraph (h) and
paragraphs (b), (d) and (e) of this Section 13.04, the current market price
per share of Common Stock (the "Current Market Price") on any date shall be
deemed to be the average of the daily Closing Prices for the five consecutive
Trading Days selected by the Company commencing not more than 20 Trading Days
before, and ending not later than, the date in question; PROVIDED, HOWEVER,

that (i) if the "ex" date for any event (other than the issuance or
distribution requiring such computation) that requires an adjustment to any
conversion price pursuant to paragraph (a), (b), (c), (d), (e) or (f) of this
Section 13.04 occurs on or after the 20th Trading Day prior to the date in
question and prior to the "ex" date for the issuance or distribution
requiring such computation, the Closing Price for each Trading Day prior to
the "ex" date for such other event shall be adjusted by multiplying such
Closing Price by the same fraction by which that conversion price is so
required to be adjusted as a result of such other event, (ii) if the "ex"
date for any event (other than the issuance or distribution requiring such
computation) that requires an adjustment to the conversion price pursuant to
paragraph (a), (b), (c), (d), (e) or (f) of this Section 13.04 occurs on or
after the "ex" date for the issuance or distribution requiring such
computation and on or prior to the date in question, the Closing Price for
each Trading Day on and after the "ex" date for such other event shall be
adjusted by multiplying such Closing Price by the reciprocal of the fraction
by which that conversion price is so required to be adjusted as a result of
such other event, and (iii) if the "ex" date for the issuance or distribution
requiring such computation is on or prior to the date in question, after
taking into account any adjustment required pursuant to clause (ii) of this
proviso, the Closing Price for each Trading Day on or after such "ex" date
shall be adjusted by adding thereto the amount of any cash and the fair
market value on the date in question (as determined by the Board of Directors
in a manner consistent with any determination of such value for purposes of
paragraph (d) or (e) of this Section 13.04, whose determination shall be
conclusive and described in a Board Resolution) of the evidences of
indebtedness, shares of capital stock or assets being distributed applicable
to one share of Common Stock as of the close of business on the day before
such "ex" date. For the purpose of any computation under paragraph (f) of
this Section 13.04, the Current Market Price on any date shall be deemed to
be the average of the daily Closing Prices for the five consecutive Trading
Days selected by the Company commencing on or after the latest (the
"Commencement Date") of (i) the date 20 Trading Days before the date in
question, (ii) the date of commencement of the tender offer requiring such
computation and (iii) the date of the last amendment, if any, of such tender
offer involving a change in the maximum number of shares for which tenders
are sought or a change in the consideration offered, and ending not later
than the Expiration Time of such tender offer; PROVIDED, HOWEVER, that if the
"ex" date for any event (other than the tender offer requiring such
computation) that requires an adjustment to any conversion price pursuant to
paragraph (a), (b), (c), (d), (e) or (f) of this Section 13.04 occurs on or
after the Commencement Date and prior to the Expiration Time for the tender
offer requiring such computation, the Closing Price for each Trading Day
prior to the "ex" date for such other event shall be adjusted by multiplying
such Closing Price by the same fraction by which the conversion price is so
required to be adjusted as a result of such other event. The closing price
for any Trading Day (the "Closing Price") shall be the last reported sales
price regular way or, in case no such reported sale takes place on such day,
the average of the reported closing bid and asked prices regular way, in
either case on the American Stock Exchange or, if the Common Stock is not
listed or admitted to trading on such exchange, on the principal national
securities exchange on which the Common Stock is listed or admitted to
trading or, if not listed or admitted to trading on any national securities
exchange, on the Nasdaq National Market or, if the Common Stock is not listed
or admitted to trading on any national securities exchange or quoted on the
Nasdaq National Market, the average of the closing bid and asked prices in
the over-the-counter market as furnished by any American Stock Exchange
member firm selected from time to time by the Company for that purpose. For
purposes of this paragraph, the term "Trading Day" means each Monday,
Tuesday, Wednesday, Thursday and Friday, other than any day on which
securities are generally not traded on the applicable securities exchange or
in the applicable securities market and the term "`ex' date," (i) when used
with respect to any issuance or distribution, means the first date on which
the Common Stock trades regular way on the relevant exchange or in the
relevant market from which the Closing Prices were obtained without the right
to receive such issuance or distribution, (ii) when used with respect to any
subdivision or combination of shares of Common Stock, means the first date on
which the Common Stock trades regular way on such exchange or in such market
after the time at which such subdivision or combination becomes effective and
(iii) when used with respect to any tender offer means the first date on
which the Common Stock trades regular way on such exchange or in such market
after the last time that tenders may be made pursuant to such tender offer
(as it shall have been amended).

(i) The Company may make such reductions in any conversion price for any
Security, in addition to those required by paragraphs (a), (b), (c), (d), (e)
and (f) of this Section 13.04, as it considers to be advisable (as evidenced
by a Board Resolution) in order that any event treated for federal income tax
purposes as a dividend of stock or stock

rights shall not be taxable to the recipients or, if that is not possible, to
diminish any income taxes that are otherwise payable because of such event.

(j) No adjustment in any conversion price for any Security shall be
required unless such adjustment (plus any other adjustments not previously
made by reason of this paragraph (j)) would require an increase or decrease
of at least 1% in that conversion price; PROVIDED, HOWEVER, that any
adjustments which by reason of this paragraph (j) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment
of that conversion price.

(k) Notwithstanding any other provision of this Section 13.04, no
adjustment to any conversion price for any Security shall reduce that
conversion price below the then par value per share of the Common Stock, and
any such purported adjustment shall instead reduce that conversion price to
that par value. The Company hereby covenants not to take any action to
increase the par value per share of the Common Stock.

SECTION 13.05. NOTICE OF ADJUSTMENTS OF CONVERSION PRICE.

Whenever any conversion price is adjusted as herein provided:

(a) the Company shall compute the adjusted conversion price in
accordance with Section 13.04 and shall prepare an Officers' Certificate
signed by the Treasurer of the Company setting forth the adjusted conversion
price and showing in reasonable detail the facts on which such adjustment is
based, and such certificate shall forthwith be filed (with a copy to the
Trustee) at each office or agency maintained pursuant to Section 10.02 for
the purpose of conversion of the Securities to which the adjusted conversion
price applies; and

(b) a notice stating that the conversion price has been adjusted and
setting forth the adjusted conversion price shall forthwith be prepared, and
as soon as practicable after it is prepared, such notice shall be mailed by
the Company to all Holders of Securities to which the adjusted conversion
price applies at their last addresses as they shall appear in the Security
Register.

SECTION 13.06. NOTICE OF CERTAIN CORPORATE ACTION.

In case:

(a) the Company shall declare a dividend (or any other distribution) on
the Common Stock payable (i) otherwise than exclusively in cash or (ii)
exclusively in cash in an amount that would require any conversion price
adjustment pursuant to paragraph (e) of Section 13.04; or

(b) the Company shall authorize the granting to the holders of the
Common Stock of rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any other rights (excluding shares of
capital stock or options for capital stock issued pursuant to a benefit plan
for employees, officers or directors of the Company); or

(c) of any reclassification of the Common Stock (other than a
subdivision or combination of the outstanding shares of Common Stock), or of
any consolidation, merger or share exchange to which the Company is a party
and for which approval of any stockholders of the Company is required, or of
the sale or transfer of all or substantially all the assets of the Company; or

(d) of the voluntary or involuntary dissolution, liquidation or winding
up of the Company; or

(e) the Company or any Subsidiary shall commence a tender offer for all
or a portion of the outstanding shares of Common Stock (or shall amend any
such tender offer to change the maximum number of shares being sought or the
amount or type of consideration being offered therefor); then the Company
shall cause to be filed at each office or

agency maintained pursuant to Section 10.02, and shall cause to be mailed to
all Holders at their last addresses as they shall appear in the Security
Register, at least 21 days (or 11 days in any case specified in clause (a),
(b) or (e) above) prior to the applicable record, effective or expiration
date hereinafter specified, a notice stating (i) the date on which a record
is to be taken for the purpose of such dividend, distribution or granting of
rights or warrants, or, if a record is not to be taken, the date as of which
the holders of Common Stock of record who will be entitled to such dividend,
distribution, rights or warrants are to be determined, (ii) the date on which
such reclassification, consolidation, merger, share exchange, sale, transfer,
dissolution, liquidation or winding up is expected to become effective, and
the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their shares of Common Stock for securities,
cash or other property deliverable on such reclassification, consolidation,
merger, share exchange, sale, transfer, dissolution, liquidation or winding
up, or (iii) the date on which such tender offer commenced, the date on which
such tender offer is scheduled to expire unless extended, the consideration
offered and the other material terms thereof (or the material terms of any
amendment thereto). Neither the failure to give any such notice nor any
defect therein shall affect the legality or validity of any action described
in clauses (a) through (e) of this Section 13.06.

SECTION 13.07. COMPANY TO RESERVE COMMON STOCK.

The Company shall at all times reserve and keep available, free from
preemptive and other rights, out of the authorized but unissued Common Stock
or out of the Common Stock held in the treasury of the Company, for the
purpose of effecting the conversion of Securities, the full number of shares
of Common Stock then issuable on the conversion of all outstanding
Securities. Shares of Common Stock issuable on conversion of outstanding
Securities shall be issued out of the Common Stock held in the treasury of
the Company to the extent available.

SECTION 13.08. TAXES ON CONVERSIONS.

The Company will pay any and all taxes that may be payable in respect of
the issue or delivery of shares of Common Stock on conversion of Securities
pursuant hereto. The Company shall not, however, be required to pay any tax
that may be payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that of the Holder of
the Security or Securities to be converted, and no such issue or delivery
shall be made unless and until the Person requesting such issue has paid to
the Company the amount of any such tax, or has established to the
satisfaction of the Company that such tax has been paid.

SECTION 13.09. COVENANT AS TO COMMON STOCK.

The Company covenants that all shares of Common Stock which may be
issued on conversion of Securities will on issue be fully paid and
nonassessable and, except as provided in Section 13.08, the Company will pay
all taxes, liens and charges with respect to the issue thereof.

SECTION 13.10. CANCELLATION OF CONVERTED SECURITIES.

All Securities delivered for conversion shall be delivered to the
Trustee to be canceled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 3.09.

SECTION 13.11. PROVISIONS OF CONSOLIDATION, MERGER OR SALE OF ASSETS.

In case of any consolidation of the Company with, or merger of the
Company into, any other Person, (other than a merger which does not result in
any reclassification, conversion, exchange or cancellation of outstanding
shares of Common Stock) or any sale or transfer of all or substantially all
the assets of the Company (other than to a wholly-owned Subsidiary), the
Person formed by such consolidation or resulting from such merger or which
acquires such assets, as the case may be, shall execute and deliver to the
Trustee a supplemental indenture providing that the Holder of each Security
then Outstanding shall have the right thereafter, during the period such
Security shall be convertible as specified in or pursuant to this Indenture,
to convert such Security only into the kind and amount of securities, cash

and other property, if any, receivable on such consolidation, merger, sale or
transfer by a holder of the number of shares of Common Stock into which such
Security might have been converted immediately prior to such consolidation,
merger, sale or transfer, assuming such holder of Common Stock (i) is not a
Person with which the Company consolidated or into which the Company merged
or to which such sale or transfer was made, as the case may be (a
"Constituent Person"), or an Affiliate of a Constituent Person and (ii)
failed to exercise his rights of election, if any, as to the kind or amount
of securities, cash and other property receivable on such consolidation,
merger, sale or transfer (provided that if the kind or amount of securities,
cash and other property receivable on such consolidation, merger, sale or
transfer is not the same for each share of Common Stock held immediately
prior to such consolidation, merger, sale or transfer by other than a
Constituent Person or an Affiliate thereof and in respect of which such
rights of election shall not have been exercised ("nonelecting share"), then
for the purpose of this Section 13.11 the kind and amount of securities, cash
and other property receivable on such consolidation, merger, sale or transfer
by each nonelecting share shall be deemed to be the kind and amount so
receivable per share by a plurality of the nonelecting shares). Such
supplemental indenture shall provide for adjustments which, for events
subsequent to the effective date of such supplemental indenture, shall be as
nearly equivalent as may be practicable to the adjustments provided for in
this Article XIII. The above provisions of this Section 13.11 shall similarly
apply to successive consolidations, mergers, sales or transfers.

SECTION 13.12. TRUSTEE'S DISCLAIMER.

The Trustee has no duty to determine when an adjustment under this
Article XIII should be made, how it should be made or what such adjustment
should be, but may accept as conclusive evidence of the correctness of any
such adjustment, and shall be protected in relying on, the Officers'
Certificate with respect thereto which the Company is obligated to file with
the Trustee pursuant to Section 13.05. The Trustee makes no representation as
to the validity or value of any securities or assets issued on conversion of
Securities, and the Trustee shall not be responsible for the Company's
failure to comply with any provisions of this Article XIII.

The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture
executed pursuant to Section 13.11, but may accept as conclusive evidence of
the correctness thereof, and shall be protected in relying on, the Officers'
Certificate with respect thereto which the Company is obligated to file with
the Trustee pursuant to Section 1.02 in connection with that supplemental
indenture.

ARTICLE XIV

MEETINGS OF HOLDERS OF SECURITIES

SECTION 14.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

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

SECTION 14.02. CALL, NOTICE AND PLACE OF MEETINGS.

(a) The Trustee may at any time call a meeting of Holders of Securities
of any series for any purpose specified in Section 14.01, to be held at such
time and at such place in Houston, Texas, or in any other location, as the
Trustee shall determine. Notice of every meeting of Holders of Securities of
any series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be
given, in the manner provided in Section 1.06, not less than 20 nor more than
180 days prior to the date fixed for the meeting.

(b) In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 20% in aggregate principal amount of the Outstanding
Securities of any series, shall have requested the Trustee for that series to
call a meeting of the Holders of Securities of that series for any purpose
specified in Section 14.01, by written request

setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first publication of the
notice of that meeting within 30 days after receipt of such request or shall
not thereafter proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of that series in the amount
above specified, as the case may be, may determine the time and the place in
Houston, Texas, for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in Subsection (a) of this Section 14.02.

SECTION 14.03. PERSONS ENTITLED TO VOTE AT MEETINGS.

To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (a) a Holder of one or more Outstanding Securities
of that series or (b) a Person appointed by an instrument in writing as proxy
for a Holder or Holders of one or more Outstanding Securities of that series
by such Holder or Holders. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders of Securities of any series
shall be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

SECTION 14.04. QUORUM; ACTION.

The Persons entitled to vote a majority in aggregate principal amount of
the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders of Securities of that series. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of that series, be
dissolved. In any other case, the meeting may be adjourned for a period of
not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting. Subject to Section
14.05(d), notice of the reconvening of any adjourned meeting shall be given
as provided in Section 14.02(a), except that such notice need be given only
once not less than five days prior to the date on which the meeting is
scheduled to be reconvened. Notice of the reconvening of an adjourned meeting
shall state expressly that Persons entitled to vote a majority in principal
amount of the Outstanding Securities of that series shall constitute a quorum.

Except as limited by the proviso to Section 9.02, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted by the affirmative vote of the Holders
of a majority in aggregate principal amount of the Outstanding Securities of
that series; PROVIDED, HOWEVER, that, except as limited by the proviso to
Section 9.02, any resolution with respect to any request, demand,
authorization, direction, notice, consent or waiver which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage that is less than a majority in aggregate principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as
aforesaid by the affirmative vote of the Holders of such specified percentage
in aggregate principal amount of the Outstanding Securities of that series.

Except as limited by the proviso to Section 9.02, any resolution passed
or decision taken at any meeting of Holders of Securities of any series duly
held in accordance with this Section shall be binding on all the Holders of
Securities of that series, whether or not present or represented at the
meeting.

SECTION 14.05. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.

(a) The holding of Securities shall be proved in the manner specified in
Section 1.04 and the appointment of any proxy shall be proved in the manner
specified in Section 1.04 or by having the signature of the Person executing
the proxy witnessed or guaranteed by any trust company, bank or banker deemed
by the Trustee to be satisfactory. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid
and genuine without the proof specified in Section 1.04 or other proof.

(b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 14.02(b), in which
case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of all series represented at the meeting.

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

(d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 14.02 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in aggregate principal
amount of the Outstanding Securities of all series represented at the
meeting; and the meeting may be held as so adjourned without further notice.

SECTION 14.06. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

The vote on any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of that series or of
their representatives by proxy and the principal amounts and serial numbers
of the Outstanding Securities of that series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and
who shall make and file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the meeting. A record, at
least in duplicate, of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the secretary of the meeting
and there shall be attached to such record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that such notice was given as provided in
Section 14.02 and, if applicable, Section 14.04. Each copy shall be signed
and verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company and another to
the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.

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

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

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

PENTEGRA DENTAL GROUP, INC.

By:
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief Executive Officer

Attest:

-----------------------
Name:
Title:

U.S. TRUST COMPANY OF TEXAS, N.A.
as Trustee

By:
-----------------------------------
Name:
Title:

Attest:

-----------------------
Name:
Title:

STATE OF ________ )
) ss.
COUNTY OF _______ )

On the ___ day of ___________ 1998, before me personally came ▇▇▇▇ ▇.
▇▇▇▇▇▇▇, to me known, who, being by me duly sworn, did depose and say that he
is President and Chief Executive Officer of Pentegra Dental Group, Inc., one
of the corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto
by like authority.

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

STATE OF ___________ )
) ss.:
COUNTY OF _________ )

On the __ day of _______, 1998, before me personally came
______________, to me known, who, being by me duly sworn, did depose and say
that he is a Vice President of U.S. Trust Company of Texas, N.A., a national
banking association, described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed
to said instrument is such seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto
by like authority.

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

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION . . . . 1 SECTION 1.01. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1 SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS. . . . . . . . . . 6 SECTION 1.03. FORM OF DOCUMENTS...

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