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<ACCESSION-NUMBER>0000898430-02-001841
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<CONFORMED-NAME>ENTRAVISION COMMUNICATIONS CORP
<CIK>0001109116
<ASSIGNED-SIC>4833
<IRS-NUMBER>954783236
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<FORM-TYPE>S-3
<ACT>33
<FILE-NUMBER>333-87894
<FILM-NUMBER>02639669
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2425 OLYMPIC BLVD
<STREET2>STE 6000 WEST
<CITY>SANTA MONICA
<STATE>CA
<ZIP>90404
<PHONE>3104473870
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2425 OLYMPIC BLVD
<STREET2>STE 6000 WEST
<CITY>SANTA MONICA
<STATE>CA
<ZIP>90404
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>ds3.txt
<DESCRIPTION>FORM S-3
<TEXT>
<PAGE>

      As filed with the Securities and Exchange Commission on May 9, 2002
                                                     Registration No. 333-
================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM S-3

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

                    ENTRAVISION COMMUNICATIONS CORPORATION*
            (Exact Name of Registrant as Specified in Its Charter)

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

                                   Delaware
                        (State or Other Jurisdiction of
                        Incorporation or Organization)

    2425 Olympic Boulevard, Suite 6000 West, Santa Monica, California 90404
                                (310) 447-3870
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)

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


                                Walter F. Ulloa
                     Chairman and Chief Executive Officer
    2425 Olympic Boulevard, Suite 6000 West, Santa Monica, California 90404
                                (310) 447-3870
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent for Service)

                                   Copy to:

                            Lance Jon Kimmel, Esq.
                                Foley & Lardner
                     2029 Century Park East, 35/th Floor /
                         Los Angeles, California 90067
                      (310) 277-2223; Fax: (310) 557-8475

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


   Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after the effective date of this Registration Statement, as determined
by the Registrants.

*  The companies listed on the next page are also included in this Registration
   Statement on Form S-3 as additional Registrants.

   If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

   If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [_] _

   If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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

   The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended (the "Securities Act"), or until this
Registration Statement shall become effective on such date as the Securities
and Exchange Commission (the "Commission"), acting pursuant to said Section
8(a), may determine.

================================================================================

<PAGE>

                        CALCULATION OF REGISTRATION FEE

================================================================================
<TABLE>
<CAPTION>
                                     Number/Amount     Proposed Maximum   Proposed Maximum
Title of Each Class of Securities of Securities to be Offering Price Per Aggregate Offering    Amount of
        to be Registered              Registered          Unit/Share           Price        Registration Fee
------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                <C>                <C>
   Class A Common Stock, par
     value $.0001 per share......          (1)(2)
------------------------------------------------------------------------------------------------------------
   Preferred Stock, par value
     $.0001 per share............          (1)(2)
------------------------------------------------------------------------------------------------------------
   Debt Securities...............          (1)(2)
------------------------------------------------------------------------------------------------------------
   Warrants to purchase any of
     the foregoing securities....          (1)(2)
------------------------------------------------------------------------------------------------------------
   Guarantees of Debt
     Securities by subsidiary
     guarantors..................          (1)(3)
------------------------------------------------------------------------------------------------------------
   Total.........................     $500,000,000(4)        100%(5)        $500,000,000(4)     $46,000
</TABLE>
================================================================================
(1) Such indeterminate number or amount of Class A common stock, preferred
    stock, warrants, senior and subordinated debt securities and junior
    subordinated debentures, as may from time to time be issued at
    indeterminate prices, with an aggregate initial offering price not to
    exceed $500,000,000 or the equivalent thereof in one or more foreign
    currencies, foreign currency units or composite currencies. Securities
    registered hereunder may be sold separately, together or as units with
    other securities registered hereunder.
(2) Subject to note (4) below, this Registration Statement also covers the
    indeterminate amount of securities as may be issued in exchange for, or
    upon conversion or exercise of, as the case may be, preferred stock or debt
    securities registered hereunder. No separate consideration will be received
    for any securities registered hereunder that are issued in exchange for, or
    upon conversion of, as the case may be, the preferred stock or debt
    securities.
(3) Pursuant to Rule 457(n) under the Securities Act, no separate fee is
    payable with respect to the guarantees being registered hereby.
(4) In no event will the aggregate initial offering price of all securities
    issued from time to time pursuant to this Registration Statement exceed
    $500,000,000 or the equivalent thereof in one or more foreign currencies,
    foreign currency units or composite currencies. The amount represents the
    offering price of any common stock or preferred stock, the principal amount
    of any debt securities issued at their stated principal amount and the
    issue price rather than the principal amount of any debt securities issued
    at an original issue discount. The aggregate principal amount of the debt
    securities may be increased if any debt securities are issued at an
    original issue discount by an amount such that the offering price to be
    received by the Registrant shall be equal to the above amount to be
    registered. Any offering of securities denominated other than in U.S.
    dollars will be treated as the equivalent of U.S. dollars based on the
    exchange rate applicable to the purchase of the securities at the time of
    initial offering. Any securities registered hereunder may be sold
    separately or as units with other securities registered hereunder. Pursuant
    to Rule 457(o) under the Securities Act, which permits the registration fee
    to be calculated on the basis of the maximum offering price of all the
    securities listed, the table does not specify by each class information as
    to the amount to be registered, proposed maximum offering price per unit or
    proposed maximum aggregate offering price.
(5) The Registrants will determine the proposed maximum offering price per
    unit/share from time to time in connection with issuance of the securities
    registered hereunder, except Class A common stock.

<PAGE>

                       TABLE OF ADDITIONAL REGISTRANTS*

   The following direct and indirect subsidiaries of Entravision Communications
Corporation may guarantee certain debt securities and are additional
Registrants under this Registration Statement:

<TABLE>
<CAPTION>
                                                                                I.R.S. Tax
                                                              Jurisdiction of Identification
               Name of Additional Registrants                    Formation        Number
               ------------------------------                 --------------- --------------
<S>                                                           <C>             <C>
Entravision-Texas Limited Partnership........................     Texas         75-3010492
Entravision Communications Company, L.L.C....................    Delaware       95-4566568
Los Cerezos Television Company...............................    Delaware       52-1189716
The Community Broadcasting Company of San Diego, Incorporated   California      33-0459185
Arizona Radio, Inc...........................................    Delaware       88-0305822
Latin Communications Inc.....................................    Delaware       13-3803229
EMI Sacramento Radio, Inc....................................   California      94-3203998
EMI Los Angeles Radio, Inc...................................   California      94-3204573
Portland Radio, Inc..........................................   Washington      94-1535545
Sextant Broadcasting Company.................................     Nevada        74-2863309
Metro Mix, Inc...............................................    Illinois       77-0312419
Norte Broadcasting, Inc......................................   California      77-0396152
Norte Broadcasting of Colorado, Inc..........................    Illinois       84-1331211
Norte Broadcasting of Nevada, Inc............................     Nevada        77-0528415
Norte Broadcasting of New Mexico, Inc........................   New Mexico      85-0443591
Pacifico Broadcasting, Inc...................................   California      77-0396144
Radio Exito, Inc.............................................     Nevada        95-4042631
Sur Broadcasting, Inc........................................   California      77-0396146
Sur Broadcasting of Colorado, Inc............................    Illinois       84-1331212
SUR Broadcasting of New Mexico, Inc..........................   New Mexico      85-0443590
New WNDZ, Inc................................................    Indiana        94-3304925
WZCO Broadcasting, Inc.......................................    Illinois       68-0383575
WRZA Broadcasting, Inc.......................................    Illinois       94-3408168
KZLZ Broadcasting, Inc.......................................    Arizona        86-0763314
KZFO Broadcasting, Inc.......................................   California      68-0297991
KZPZ Broadcasting, Inc.......................................    Arizona        86-0765958
KZMS Broadcasting, Inc.......................................   California      68-0302619
KZST Broadcasting, Inc.......................................   California      91-1859740
KHZZ Broadcasting, Inc.......................................   California      68-0418529
WLQY Broadcasting, Inc.......................................    Delaware       68-0425099
Glendale Broadcasting, Inc...................................    Arizona        68-0448527
Vista Media Group, Inc.......................................    Delaware       95-4649086
Vista Media Group of New York, Inc...........................    Delaware       95-4787923
Seaboard Outdoor Advertising Co., Inc........................    New York       11-1749041
Sale Point Posters, Inc......................................    New York       11-1843539
Vista Outdoor Advertising, Inc. (N.Y.).......................    Delaware       22-3588067
Vista Outdoor Advertising, Inc. (CAL.).......................    Delaware       33-0809347
Entravision-Texas L.P., Inc..................................    Delaware       04-3589346
Entravision San Diego, Inc...................................   California      33-0921979
Aspen FM, Inc................................................    Colorado       91-0253467
Latin Communications Group Inc...............................    Delaware       13-4006852
VEA Acquisition Corp.........................................    Delaware       36-3831904
Latin Communications EXCL Inc................................    Delaware       13-3903913
EXCL Holdings, Inc...........................................    Illinois       36-3835795
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                I.R.S. Tax
                                              Jurisdiction of Identification
         Name of Additional Registrants          Formation        Number
         ------------------------------       --------------- --------------
   <S>                                        <C>             <C>
   EXCL Communications, Inc..................    Illinois       36-3837414
   Embarcadero Media, Inc....................    Delaware       94-3085344
   Riverside Radio, Inc......................   California      94-4439507
   Meridian Communications Company...........     Nevada        68-0337137
   Z-Spanish Media Corporation...............    Delaware       68-0415278
   NEWKKSJ, Inc..............................   California      94-3304924
   Personal Achievement Radio, Inc...........    Delaware       77-0413668
   KPPC Radio, Inc...........................   California      22-2504898
   KZPZ License Corporation..................    Arizona        68-0403986
   KZCO Broadcasting, Inc....................   California      68-0353419
   Oroville Radio, Inc.......................   California      94-2184949
   KTLR Broadcasting, Inc....................     Texas         74-2801790
   KZSL Broadcasting, Inc....................   California      52-2152716
   Entravision-Texas G.P., LLC...............    Delaware       04-3589346
   Entravision Communications Of Midland, LLC    Delaware       75-2745798
   Entravision, L.L.C........................    Delaware       95-4635405
   Entravision-El Paso, L.L.C................    Delaware       95-4635149
   Vista Television, Inc.....................   California      33-0622519
   Channel Fifty Seven, Inc..................   California      33-0637781
</TABLE>
--------
*  The address for each of the additional Registrants is 2425 Olympic
   Boulevard, Suite 6000 West, Santa Monica, California 90404, telephone number
   (310) 447-3870. The primary standard industrial classification number for
   each of the additional Registrants is 4833.

<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.


                    SUBJECT TO COMPLETION DATED MAY 9, 2002

PROSPECTUS

                                 $500,000,000

                          ENTRAVISION COMMUNICATIONS
                                  CORPORATION

                             CLASS A COMMON STOCK
                                PREFERRED STOCK
                                DEBT SECURITIES
                                   WARRANTS


   This prospectus is part of a shelf registration statement which Entravision
Communications Corporation has filed with the Commission. Under the shelf
registration statement, we may offer: shares of our Class A common stock;
shares of preferred stock; unsecured debentures, notes, bonds or other
evidences of indebtedness; and warrants to purchase shares of our Class A
common stock, preferred stock or debt securities (the "Registered Securities").
The Registered Securities will have an aggregate initial public offering price
of not more than $500,000,000, including the U.S. dollar equivalent if the
initial public offering of such Registered Securities is denominated in one or
more foreign currencies, foreign currency units or composite currencies.

   Under the shelf registration process, we may sell the Registered Securities
from time to time in one or more separate offerings, in amounts, at prices and
on terms to be determined at the time of sale. Our debt securities may be
issuable in global form, in registered form without coupons attached or in
bearer form with or without coupons attached.

   Our Class A common stock is traded on The New York Stock Exchange under the
symbol "EVC." The last reported sale price for our Class A common stock on May
3, 2002 was $14.58 per share.

   In addition to Class A common stock, we also have shares of Class B common
stock and Class C common stock issued and outstanding. The rights of holders of
each of these classes of common stock differ with respect to some aspects of
voting, convertibility and transfer. See "Description of Capital Stock." We
will not offer or sell any shares of Class B common stock or Class C common
stock using this prospectus.

<PAGE>

   This prospectus provides a general description of the securities we may
offer. Each time we sell shares of our Class A common stock, preferred stock, a
particular series of debt securities or warrants, we will provide a prospectus
supplement, which will contain the specific terms of the securities being
offered at that time.

   This prospectus does not contain all of the information included in the
registration statement. For a more complete understanding of the offering of
the Registered Securities, you should refer to the registration statement,
including its exhibits. The prospectus supplement may also add, update or
change information contained in this prospectus. The prospectus supplement may
also contain information about any material federal income tax considerations
relating to the Registered Securities. You should read both this prospectus and
any prospectus supplement together with additional information under the
heading "Where You Can Find More Information."

   The Registered Securities may be offered directly, through agents designated
from time to time by us, or to or through underwriters or dealers. If any
agents or underwriters are involved in the sale of any of the Registered
Securities, their names and any applicable purchase price, fee, commission or
discount arrangement between or among them will be set forth in or will be
calculable from the information set forth in the applicable prospectus
supplement. None of the Registered Securities may be sold without delivery of
the applicable prospectus supplement describing the method and terms of the
offering of those securities. See "Plan of Distribution" for possible
indemnification arrangements with underwriters, dealers and agents.

   You should rely only on the information contained or incorporated by
reference in this prospectus and any prospectus supplement. We have not
authorized anyone to provide you with different information. We are not making
offers to sell the Registered Securities in any jurisdiction in which an offer
or solicitation is not authorized or in which the person making the offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make an offer or solicitation.

   The information in this prospectus is accurate as of the date on the front
cover. You should not assume that the information contained in this prospectus
is accurate as of any other date.

   In this prospectus, unless otherwise indicated, the words "Entravision,"
"our," "us" and "we" refer to Entravision Communications Corporation and its
subsidiaries.

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

   You should carefully consider each of the risk factors described under "Risk
Factors" beginning on page 6 of this prospectus.

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

   Neither the Commission nor any state securities commission has approved or
disapproved these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

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

               The date of this prospectus is             , 2002

                                      i

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                        Page
                                                        ----
                    <S>                                 <C>
                    Forward-Looking Statements.........   1
                    The Company........................   1
                    Risk Factors.......................   6
                    Use of Proceeds....................  21
                    Ratio of Earnings to Fixed Charges.  21
                    Dilution...........................  22
                    Description of Capital Stock.......  22
                    Description of Debt Securities.....  28
                    Description of Guarantees..........  39
                    Description of Warrants............  39
                    Plan of Distribution...............  42
                    Legal Matters......................  43
                    Experts............................  43
                    Where You Can Find More Information  43
</TABLE>

                                      ii

<PAGE>

                          FORWARD-LOOKING STATEMENTS

   This prospectus contains forward-looking statements, including statements
concerning our expectations of future revenue, expenses, the outcome of our
growth and acquisition strategy and the projected growth of the Hispanic
population in the U.S. Forward-looking statements often include words or
phrases such as "will likely result," "expect," "will continue," "anticipate,"
"may," "estimate," "intend," "plan," "project," "outlook," "seek" or similar
expressions. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and other factors, some of which are
beyond our control, are difficult to predict and could cause actual results to
differ materially from those expressed in the forward-looking statements.
Factors which could cause actual results to differ from expectations include
those discussed under the heading "Risk Factors" below. Our results of
operations may be adversely affected by one or more of these factors. These
factors do not include all factors which might affect our business and
financial condition. We caution you not to place undue reliance on these
forward-looking statements, which reflect our management's view only as of the
date of this prospectus.

   Although we believe that the expectations reflected in any of our
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of our forward-looking
statements. Our future financial condition and results of operations, as well
as any forward-looking statements, are subject to change and to inherent risks
and uncertainties, such as those disclosed in this document. We do not intend,
and undertake no obligation, to update any forward-looking statement.

                                  THE COMPANY

Overview

   Entravision Communications Corporation, and its wholly owned subsidiaries,
is a diversified Spanish-language media company with a unique portfolio of
television, radio, outdoor advertising and publishing assets, reaching
approximately 80% of all Hispanics in the U.S. We own and/or operate 38 primary
television stations that are located primarily in the southwestern U.S.,
including the U.S./Mexican border markets. Our television stations consist
primarily of affiliates of the two television networks of Univision
Communications Inc. ("Univision") serving 21 of the top 50 Hispanic markets in
the U.S. We are the largest Univision-affiliated television group in the U.S.
Univision is a key source of programming for our television broadcasting
business and we consider them to be a valuable strategic partner of ours.

   We own and operate one of the largest groups of Spanish-language radio
stations in the U.S. We own and/or operate 55 radio stations in 25 U.S.
markets, including Spanish-language stations in Los Angeles, San Francisco,
Phoenix and Dallas-Ft. Worth. Our radio stations consist of 40 FM and 15 AM
stations serving portions of the Arizona, California, Colorado, Florida,
Illinois, Nevada, New Mexico and Texas markets.

   Our outdoor advertising operations consist of approximately 11,200
advertising faces located primarily in high-density Hispanic communities in Los
Angeles and New York. We also own El Diario/la Prensa, the oldest major
Spanish-language daily newspaper in the U.S.

   We were organized as a Delaware limited liability company in January 1996 to
combine the operations of our predecessor entities. On August 2, 2000, we
completed a reorganization in which all of the outstanding direct and indirect
membership interests of our predecessor were exchanged for shares of our Class
A and Class B common stock and a $120 million subordinated note and option held
by Univision was exchanged for shares of our Class C common stock.

   On August 2, 2000, we also completed an initial public offering, or IPO, of
our Class A common stock. We sold 46,435,458 shares of our Class A common stock
to the underwriters at a price of $16.50 per share. We also sold 6,464,542
shares of our Class A common stock directly to Univision at a price of $15.47
per share. The net

                                      1

<PAGE>

proceeds to us after deducting underwriting discounts and commissions and
offering expenses were approximately $814 million.

   Also, on August 2, 2000, we completed a reorganization from a limited
liability company to a corporation. As a result of this reorganization, prior
to the closing of the IPO, the beneficial ownership of Entravision was
virtually identical to the beneficial ownership of Entravision Communications
Company, L.L.C., our predecessor, immediately before the reorganization. This
reorganization occurred as follows:

  .  Walter Ulloa, Philip Wilkinson and Paul Zevnik and each of their trusts
     and other related entities exchanged their direct and indirect ownership
     interests in our predecessor for newly-issued shares of our Class B common
     stock;

  .  each of the stockholders in the seven corporate member entities of our
     predecessor (other than Messrs. Ulloa, Wilkinson and Zevnik and their
     trusts and related entities) exchanged their shares in such corporate
     members for newly-issued shares of our Class A common stock;

  .  each of the remaining individuals, trusts and other entities holding
     direct membership interests in our predecessor exchanged such interests
     for newly-issued shares of our Class A common stock; and

  .  Univision exchanged its subordinated note and option in our predecessor
     for shares of our Class C common stock.

   On March 18, 2002, we issued $225 million in Senior Subordinated Notes due
2009 (the "Notes"). The Notes bear interest at 8 1/8% per year, payable
semi-annually on March 15 and September 15 of each year, commencing on
September 15, 2002. The net proceeds from the Notes were used to pay the
outstanding balance under our bank credit facility and for general corporate
purposes.

   We generate revenue from sales of national and local advertising time on
television and radio stations and advertising on our billboards and in our
publication. Advertising rates are, in large part, based on each media's
ability to attract audiences in demographic groups targeted by advertisers. We
recognize advertising revenue when commercials are broadcast, outdoor services
are provided and publishing services are provided. We incur commissions from
agencies on local, regional and national advertising. Our revenue reflects
deductions from gross revenue for commissions to these agencies.

   Our primary expenses are employee compensation, including commissions paid
to our sales staffs and our national representative firms, marketing, promotion
and selling, technical, local programming, engineering and general and
administrative. Our local programming costs for television consist of costs
related to producing a local newscast in most of our markets.

   Our principal offices are located at 2425 Olympic Boulevard, Suite 6000
West, Santa Monica, California 90404, and our telephone number is (310)
447-3870.

The Hispanic Market Opportunity

   Our media assets target densely-populated and fast-growing Hispanic markets
in the U.S. We operate media properties in 12 of the 15 highest-density
Hispanic markets in the U.S. In addition, among the top 25 Hispanic markets in
the U.S., we operate media properties in 12 of the 15 fastest-growing markets.
We believe that targeting the Hispanic market will translate into strong growth
for the foreseeable future for the following reasons:

   Hispanic Population Growth.  Our audience consists primarily of Hispanics,
one of the fastest-growing segments of the U.S. population. According to Census
2000 data, over 35 million Hispanics live in the U.S., accounting for
approximately 13% of the total U.S. population. The overall Hispanic population
is growing at approximately seven times the rate of the non-Hispanic population
in the U.S. and is expected to grow to

                                      2

<PAGE>

55.2 million (17% of the total U.S. population) by 2020. Approximately 46% of
the total future growth in the U.S. population through 2020 is expected to come
from the Hispanic community. By 2005, Hispanics are projected to be the largest
minority group in the U.S.

   Spanish-Language Use.  Approximately 68% of all Hispanics in the U.S. speak
Spanish at home. This percentage is expected to remain relatively constant
through 2020. The number of Hispanics who speak Spanish in the home is expected
to grow from 22 million in 2000 to 36.3 million in 2020. We believe that the
strong Spanish-language use among Hispanics indicates that Spanish-language
media will continue to be an important source of news, sports and entertainment
for Hispanics and an important vehicle for marketing and advertising.

   Increasing Hispanic Buying Power.  The Hispanic population in the U.S.
accounted for total consumer expenditures of approximately $444 billion in
2000, an increase of 106% since 1990. Hispanics are expected to account for
over $1 trillion in consumer expenditures by 2010 and by 2020, Hispanics are
expected to account for $2.1 trillion in consumer expenditures (12% of total
U.S. consumer spending). Hispanic buying power is expected to grow at
approximately five times the rate of the Hispanic population growth by 2020. We
believe that these factors make Hispanics an attractive target audience for
many major U.S. advertisers.

   Attractive Profile of Hispanic Consumers.  We believe that the demographic
profile of the Hispanic audience makes it attractive to advertisers. We believe
that the larger size and younger age of Hispanic households (averaging 3.4
persons and 27.6 years of age as compared to the general public's average of
2.5 persons and 37.2 years of age) lead Hispanics to spend more per household
on many categories of goods and services. Although the average U.S. Hispanic
household has less disposable income than the average U.S. household, the
average U.S. Hispanic household spends 23.5% more per year than the average
non-Hispanic U.S. household on food at home, 96% more on children's clothing,
55% more on footwear and 27% more on laundry and household cleaning products.
We expect Hispanics to continue to account for a disproportionate share of
growth in spending nationwide in many important consumer categories as the
Hispanic population and its disposable income continue to grow.

   Spanish-Language Advertising.  According to published sources, nearly $2.2
billion of total advertising expenditures in the U.S. were placed in
Spanish-language media in 2001, of which approximately 84% was placed in
Spanish-language television and radio advertising. We believe that major
advertisers have found that Spanish-language media is a more cost-effective
means to target the growing Hispanic audience than English-language broadcast
media.

Business Strategy

   We seek to increase our advertising revenue through the following strategies:

   Effectively Use Our Networks and Media Brands.  We are the largest Univision
television affiliate group for Univision's primary network as well as its new
network, Telefutura, which was launched in January 2002. Univision's primary
network is the most-watched television network (English- or Spanish-language)
among U.S. Hispanic households, capturing approximately an 81% market share of
the U.S. Spanish-language prime time audience as of December 2001. Univision
makes its networks' Spanish-language programming available to our television
stations 24-hours a day, including a prime time schedule on its primary network
of substantially all first-run programming throughout the year.

   We believe that the breadth and diversity of Univision's programming,
combined with our local news and community-oriented segments, provide us with
an advantage over other Spanish-language and English-language broadcasters in
reaching Hispanic viewers. Our local content is designed to brand each of our
stations as the best source for relevant community information that accurately
reflects local interests and needs.

                                      3

<PAGE>

   We operate our radio network using three primary formats designed to appeal
to different listener tastes. We format the programming of our network and
radio stations to capture a substantial share of the U.S. Hispanic audience.

   Invest in Media Research and Sales.  We believe that continued use of
reliable ratings and surveys will allow us to further increase our advertising
rates. We use industry ratings and surveys, including Nielsen, Arbitron, the
Traffic Audit Bureau and the Audit Bureau of Circulation, to provide a more
accurate measure of consumers that we reach with our operations. We believe
that our focused research and sales efforts will enable us to continue to
achieve significant revenue growth.

   Continue to Benefit from Strong Management.  We believe that we have one of
the most experienced management teams in the industry. Walter Ulloa, our
co-founder, Chairman and Chief Executive Officer, Philip Wilkinson, our
co-founder, President and Chief Operating Officer, Jeanette Tully, our
Executive Vice President and Chief Financial Officer, Jeffery Liberman, the
President of our Radio Division, and Glenn Emanuel, the President of our
Outdoor Division, have an average of more than 20 years of media experience. We
intend to continue to build and retain our key management personnel and to
capitalize on their knowledge and experience in the Spanish-language markets.

   Emphasize Local Content, Programming and Community Involvement.  We believe
that local content in each market we serve is an important part of building our
brand identity within the community. By combining our local news and quality
network programming, we believe that we have a significant competitive
advantage. We also believe that our active community involvement, including
station remote broadcasting appearances at client events, concerts and tie-ins
to major events, helps to build station awareness and identity as well as
viewer and listener loyalty.

   Increase in Market Cross-Selling and Cross-Promotion.  We believe that our
uniquely diversified asset portfolio provides us with a competitive advantage.
We are one of the only Hispanic media companies that has the ability to provide
advertisers with attractive media packages which combine television, radio,
outdoor advertising and publishing in targeting the Hispanic consumer. In 2001,
we began the process of combining television and radio operations to create
synergies and achieve cost savings and are continuing that process in 2002.
Currently, we operate some combination of television, radio, outdoor
advertising and publishing in 13 markets.

   Target Other Attractive Hispanic Markets and Fill-In Acquisitions.  We
believe that our knowledge of, and experience with, the Hispanic marketplace
will enable us to continue to identify acquisitions in the television, radio
and outdoor advertising markets. Since our inception, we have used our
management expertise, programming and brand identity to improve our acquired
media properties.

Television

   We own and/or operate Univision-affiliated television stations in 21 of the
top 50 Hispanic markets in the U.S. Our television operations are the largest
affiliate group of the Univision networks. Univision's primary network is the
leading Spanish-language network in the U.S., reaching more than 97% of all
Hispanic households. Univision's primary network is the most-watched television
network (English- or Spanish-language) among U.S. Hispanic households,
representing approximately an 81% market share of the U.S. Spanish-language
network television prime time audience as of December 2001. Univision's
networks make available to our Univision-affiliated stations 24-hours a day of
Spanish-language programming. Univision's prime time schedule on its primary
network consists of substantially all first-run programming throughout the year.

                                      4

<PAGE>

Radio

   We own and/or operate 55 radio stations in 25 markets, 52 of which are
located in the top 50 Hispanic markets in the U.S. Our radio stations cover in
aggregate approximately 57% of the Hispanic population in the U.S. Our radio
operations combine network programming with local time slots available for
advertising, news, traffic, weather, promotions and community events. This
strategy allows us to provide quality programming with significantly lower
costs of operations than we could otherwise deliver solely with independent
programming.

Outdoor Advertising

   Our outdoor advertising operations complement our television and radio
businesses and allow for cross-promotional opportunities. Because of its
repetitive impact and relatively low cost, outdoor advertising attracts
national, regional and local advertisers. We offer the ability to target
specific demographic groups on a cost-effective basis as compared to other
advertising media. In addition, we provide businesses with advertising
opportunities in locations near their stores or outlets.

   Our outdoor portfolio adds to our television and radio reach by providing
local advertisers with significant coverage of the Hispanic communities in Los
Angeles, New York and Fresno. Our outdoor advertising strategy is designed to
complement our existing television and radio businesses by allowing us to
capitalize on our Hispanic market expertise. The primary components of our
strategy are to leverage the strengths of our inventory, continue to focus on
ethnic communities and increase market penetration.

Publishing

   In connection with our acquisition of Latin Communications Group Inc. in
April 2000, we acquired El Diario/la Prensa, the oldest major Spanish-language
daily newspaper in the U.S. and one of only two Spanish-language daily
newspapers in New York. The newspaper reports news of interest to the Hispanic
community, focusing primarily on local news events and daily occurrences in
Latin America. El Diario/la Prensa has a daily paid circulation of
approximately 57,000 as of September 23, 2001, up from approximately 55,000 as
of September 24, 2000.

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<PAGE>

                                 RISK FACTORS

   Investing in our securities involves a significant degree of risk. You
should carefully consider the following risk factors and all the other
information contained in this Prospectus or incorporated by reference before
investing in our securities. If any of the following risks actually occurs, our
business, financial condition and results of operations could suffer, in which
case the trading price of our securities may decline.

Risks Related To Our Business

  We have a history of losses that if continued into the future could adversely
  affect the market price of our securities and our ability to raise capital.

   We had net losses of approximately $40 million, $92.2 million and $65.8
million for the years ended December 31, 1999, 2000 and 2001, respectively. In
addition, we had pro forma net losses of $37.6 million and $86.3 million for
the years ended December 31, 1999 and 2000, respectively, and net losses
applicable to common stock of $94.7 million and $75.9 million for the years
ended December 31, 2000 and 2001, respectively. We believe that losses may
continue while we pursue our acquisition strategy. If we cannot generate
profits in the future, it could adversely affect the market price of our
securities, which in turn could adversely affect our ability to raise
additional equity capital or to incur additional debt.

  Cancellations or reductions of advertising could adversely affect our results
  of operations.

   In the competitive broadcasting industry, the success of each of our
television and radio stations is primarily dependent upon its share of the
overall advertising revenue within its market. Although we believe that each of
our stations can compete effectively in its broadcast area, we cannot be sure
that any of our stations can maintain or increase its current audience ratings
or market share, or that advertisers will not decrease the amount they spend on
advertising.

   Shifts in population, demographics, audience tastes and other factors beyond
our control could cause us to lose market share. Our stations also compete for
audiences and advertising revenue directly with other television and radio
stations, and some of the owners of those competing stations have greater
resources than we do. If a competing station converts to a format similar to
that of one of our stations, or if one of our competitors strengthens its
operations, our stations could suffer a reduction in ratings and advertising
revenue.

   Additionally, we believe that advertising is a discretionary business
expense, meaning that spending on advertising may decline during an economic
recession or downturn. Consequently, a recession or downturn in the U.S.
economy or the economy of an individual geographic market in which we own or
operate stations could adversely affect our advertising revenue and, therefore,
our results of operations.

   We do not obtain long-term commitments from our advertisers, and advertisers
may cancel, reduce or postpone orders without penalty. Cancellations,
reductions or delays in purchases of advertising could adversely affect our
revenue, especially if we are unable to replace such purchases. Our expense
levels are based, in part, on expected future revenue and are relatively fixed
once set. Therefore, unforeseen fluctuations in advertising sales could
adversely impact our operating results.

  Our growth depends on successfully executing our acquisition strategy.

   One of our strategies is to supplement our internal growth by acquiring
media properties that complement or augment our existing markets. This growth
has placed, and may continue to place, significant demands on our management,
working capital and financial resources. We may be unable to identify or
complete acquisitions for many reasons, including:

  .  competition among buyers;

  .  the need for regulatory approvals, including Federal Communications
     Commission ("FCC") and antitrust approvals;

                                      6

<PAGE>

  .  the high valuations of media properties; and

  .  we may be required to raise additional financing and our ability to do so
     is limited by the terms of our debt instruments, which may prevent future
     acquisitions and have a material adverse effect on our ability to grow
     through acquisitions.

   In addition, we experienced significant growth during 2001, primarily due to
our acquisitions. Therefore, we do not expect to experience the same rate of
growth in 2002.

  If we cannot successfully integrate our recent and future acquisitions, it
  could decrease our revenue and/or increase our costs.

   To integrate our recent and future acquisitions, we may need to:

  .  integrate and improve operations and systems and the management of a
     station or group of stations;

  .  retain key management and personnel of acquired properties;

  .  successfully merge corporate cultures and business processes;

  .  realize sales efficiencies and cost reduction benefits; and

  .  operate successfully in markets in which we may have little or no prior
     experience.

   Future acquisitions by us could result in the following consequences:

  .  dilutive issuances of equity securities;

  .  incurrence of debt and contingent liabilities;

  .  impairment of goodwill and other intangibles;

  .  other acquisition-related expenses; and

  .  acquired stations may not increase our broadcast cash flow or yield other
     anticipated benefits.

   In addition, after we have completed an acquisition, our management must be
able to assume significantly greater responsibilities, and this in turn may
cause them to divert their attention from our existing operations. We believe
that these challenges are more pronounced when we enter new markets rather than
expand further in existing markets. If we are unable to completely integrate
into our business the operations of the properties that we have recently
acquired or that we may acquire in the future, our revenue could decrease
and/or our costs could increase. In addition, in the event that the operations
of a new station do not meet our expectations, we may restructure or write-off
the value of some portion of the assets of the new station.

  If we cannot raise required capital we may have to curtail existing
  operations and our future growth through acquisitions.

   We may require significant additional capital for future acquisitions and
general working capital needs. If our cash flow and existing working capital
are not sufficient to fund future acquisitions and our general working capital
requirements and debt service, we will have to raise additional funds by
selling equity, refinancing some or all of our existing debt or selling assets
or subsidiaries. None of these alternatives for raising additional funds may be
available on acceptable terms to us or in amounts sufficient for us to meet our
requirements. Our failure to obtain any required new financing may prevent
future acquisitions and have a material adverse effect on our ability to grow
through acquisitions.

  Our substantial level of debt could limit our ability to grow and compete.

   As of December 31, 2001, we had approximately $199 million of debt
outstanding under our bank credit facility. Additionally, on March 18, 2002, we
issued the Notes, the proceeds of which were used to repay all of our
outstanding debt under our bank credit facility and for general corporate
purposes. As of the date of this

                                      7

<PAGE>

prospectus, we had approximately $35 million of debt outstanding under our bank
credit facility. We expect to obtain a portion of our required capital through
debt financing that bears or is likely to bear interest at a variable rate,
subjecting us to interest rate risk. A significant portion of our cash flow
from operations will be dedicated to servicing our debt obligations and our
ability to obtain additional financing may be limited.

   We may not have sufficient future cash flow to meet our debt payments, or we
may not be able to refinance any of our debt at maturity. We have pledged
substantially all of our assets to our lenders as collateral. Our lenders could
proceed against the collateral granted to them to repay outstanding
indebtedness if we are unable to meet our debt service obligations. If the
amounts outstanding under our bank credit facility are accelerated, our assets
may not be sufficient to repay in full the money owed to such lenders.

  Our substantial indebtedness could adversely affect our financial position
  and prevent us from fulfilling our obligations under our bank credit facility
  and the Notes.

   Our substantial indebtedness could have important consequences to our
business. For example, it could:

  .  limit our ability to borrow additional amounts for working capital,
     capital expenditures, acquisitions, debt service requirements, execution
     of our growth strategy or other purposes;

  .  require us to dedicate a substantial portion of our cash flow to pay
     principal and interest on our debt, which will reduce the funds available
     for working capital, capital expenditures, acquisitions and other general
     corporate purposes;

  .  limit our flexibility in planning for and reacting to changes in our
     business and our industry that could make us more vulnerable to adverse
     changes in general economic, industry and competitive conditions and
     adverse changes in government regulation; and

  .  place us at a disadvantage compared to our competitors that have less debt.

   Any of the above listed factors could materially adversely affect us.

  To service our indebtedness, we will require a significant amount of cash.
  Our ability to generate cash depends on many factors beyond our control.

   Our ability to pay the principal of and interest on the Notes, to service
our other debt and to finance indebtedness when necessary depends on our
financial and operating performance, each of which is subject to prevailing
economic conditions and to financial, business, legislative and regulatory
factors and other factors beyond our control.

   There can be no assurance that we will generate sufficient cash flow from
operations or that we will be able to obtain sufficient funding to satisfy all
of our obligations, including the Notes. If we are unable to pay our debts, we
will be required to pursue one or more alternative strategies, such as selling
assets, refinancing or restructuring our indebtedness or selling additional
debt or equity securities. In addition, the ability to borrow funds under our
bank credit facility in the future will depend on our meeting the financial
covenants in the agreements governing this facility, including a minimum
interest coverage test and a maximum leverage ratio test. There can be no
assurance that our business will generate cash flow from operations or that
future borrowings will be available to us under our bank credit facility, in an
amount sufficient to enable us to pay our debt or to fund other liquidity
needs. As a result, we may need to refinance all or a portion of our debt on or
before maturity. However, there can be no assurance that any alternative
strategies will be feasible at the time or prove adequate. Also, some
alternative strategies will require the consent of our lenders before we engage
in those strategies.

                                      8

<PAGE>

  The indenture governing the Notes and the credit agreement governing our bank
  credit facility contain various covenants that limit our management's
  discretion in the operations of our business.

   The indenture governing the Notes and the credit agreement governing our
bank credit facility contain various provisions that limit our ability to:

  .  incur additional debt and issue preferred stock;

  .  pay dividends and make other distributions;

  .  make investments and other restricted payments;

  .  create liens;

  .  sell assets; and

  .  enter into certain transactions with affiliates.

   These restrictions on our management's ability to operate our business in
accordance with its discretion could have a material adverse effect on our
business.

   In addition, our bank credit facility requires that we maintain specific
financial ratios. Events beyond our control could affect our ability to meet
those financial ratios, and there can be no assurance that we will meet them.

   If we default under any financing agreements, our lenders could:

  .  elect to declare all amounts borrowed to be immediately due and payable,
     together with accrued and unpaid interest; and/or

  .  terminate their commitments, if any, to make further extensions of credit.

   Our bank facility and the indenture governing the Notes also require us to
maintain specific financial ratios. A breach of any of the covenants contained
in our bank credit facility or the indenture governing the Notes could allow
our lenders to declare all amounts outstanding to be immediately due and
payable.

   If we are unable to pay our obligations to our senior secured lenders, they
could proceed against any or all of the collateral securing our indebtedness to
them. The collateral under our bank credit facility consists of substantially
all of our existing assets. In addition, a breach of certain of these
restrictions or covenants, or an acceleration by our senior secured lenders of
our obligations to them, would cause a default under the Notes. We may not
have, or be able to obtain, sufficient funds to make accelerated payments,
including payments on the Notes, or to repay the Notes in full after we pay our
senior secured lenders to the extent of their collateral.

  Univision has significant influence over our business.

   Univision, as the holder of all of our Class C common stock, has significant
influence over material decisions relating to our business, including the right
to elect two of our directors, and the right to approve material decisions
involving our company, including any merger, consolidation or other business
combination, any dissolution of our company and any transfer of the FCC
licenses for any of our Univision-affiliated television stations. Univision's
ownership interest may have the effect of delaying, deterring or preventing a
change in control of our company and may make some transactions more difficult
or impossible to complete without its support.

  Our television ratings and revenue could decline significantly if our
  relationship with Univision or if Univision's success changes in an adverse
  manner.

   If our relationship with Univision changes in an adverse manner, or if
Univision's success diminishes, it could have a material adverse effect on our
ability to generate television advertising revenue on which our television
business depends. Univision's ratings might decline or Univision might not
continue to provide

                                      9

<PAGE>

programming, marketing, available advertising time and other support to its
affiliates on the same basis as currently provided. Additionally, by aligning
ourselves closely with Univision, we might forego other opportunities that
could diversify our television programming and avoid dependence on Univision's
television networks. Univision's relationships with Grupo Televisa, S.A. de
C.V. and Corporacion Venezolana de Television, C.A., or Venevision, are
important to Univision's, and consequently our, continued success.

  Our ongoing success is dependent upon the continued availability of certain
  key employees.

   We are dependent in our operations on the continued availability of the
services of our employees, many of whom are individually key to our current and
future success, and the availability of new employees to implement our
company's growth plans. In particular, we are dependent upon the services of
Walter Ulloa, our Chairman and Chief Executive Officer, and Philip Wilkinson,
our President and Chief Operating Officer. In August 2000, we entered into
five-year employment agreements with Messrs. Ulloa and Wilkinson. The market
for skilled employees is highly competitive, especially for employees in
technical fields. While our compensation programs are intended to attract and
retain the employees required for us to be successful, there can be no
assurance that we will be able to retain the services of all of our key
employees or a sufficient number to execute our plans, nor can there be any
assurances that we will be able to continue to attract new employees as
required.

  Our officers and directors and stockholders affiliated with them own a large
  percentage of our voting stock.

   As of March 31, 2002, Messrs. Ulloa and Wilkinson, and Paul Zevnik, our
Secretary, own all of the shares of our Class B common stock, and have
approximately 75% of the combined voting power of our outstanding shares of
common stock. The holders of our Class B common stock are entitled to ten votes
per share on any matter subject to a vote of the stockholders. Accordingly,
Messrs. Ulloa, Wilkinson and Zevnik have the ability to elect each of the
remaining members of our board of directors, other than the two members of our
board of directors appointed by Univision, and have control of all aspects of
our business and future direction. Messrs. Ulloa, Wilkinson and Zevnik have
agreed contractually to elect themselves and a representative of TSG Capital
Fund III, L.P. as directors of our company. This control may discourage certain
types of transactions involving an actual or potential change of control of our
company, such as a merger or sale of our company.

   Consequently, our directors and executive officers, acting in concert, have
the ability to significantly affect the election of our directors and have a
significant effect on the outcome of corporate actions requiring stockholder
approval. Such concentration may also have the effect of delaying or preventing
a change of control of our company.

  Risks associated with terrorism.

   In the event of a terrorist attack on our facilities and properties, we do
not believe that we would be vulnerable to significant or prolonged disruptions
in our ability to broadcast or provide other media services. We do not believe
that, but we do not know whether, our network television programming would be
vulnerable to significant or prolonged disruptions in the event of a terrorist
attack. The effect of any resulting decline in our revenue cannot be determined.

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<PAGE>

Risks Related to the Television, Radio, Outdoor Advertising and Publishing
Industries

  Our television and radio stations could be adversely affected by changes in
  the advertising market or a recession in the broader U.S. economy.

   Revenue generated by our television and radio stations depends upon the sale
of advertising and is, therefore, subject to various factors that influence the
advertising market for the broadcasting industry as a whole, including:

  .  changes in the financial condition of advertisers, which may reduce their
     advertising budgets;

  .  changes in the tax laws applicable to advertisers; and

  .  changes in the laws governing political advertising.

   We cannot predict which, if any, of these or other factors might have a
significant impact on the advertising revenue of the broadcasting industry in
the future, nor can we predict what specific impact, if any, the occurrence of
these or other events might have on our operations. Generally, advertising
expenditures tend to decline during an economic recession or downturn.
Consequently, our television and radio station revenue is likely to be
adversely affected by a recession or downturn in the U.S. economy or other
events or circumstances that adversely affect advertising activity. Our
operating results in individual geographic markets also could be adversely
affected by local regional economic downturns. Seasonal revenue fluctuations
are common in the broadcasting industry and result primarily from fluctuations
in advertising expenditures by local retailers and candidates for political
office. Campaign finance reform legislation may restrict the amounts of money
that we earn from political campaign and issue advertising.

  If we are unable to maintain our FCC license for any station, we would have
  to cease operations at that station.

   The success of our television and radio operations depends, in part, on
acquiring and maintaining broadcast licenses issued by the FCC, which are
typically issued for a maximum term of eight years and are subject to renewal.
Our FCC licenses are next subject to renewal at various times between October
1, 2004 and December 1, 2006. Renewal applications submitted by us may not be
approved, and the FCC may impose conditions or qualifications that could
restrict our television and radio operations. In addition, third parties may
challenge our renewal applications. If the FCC were to issue an order denying a
license renewal application or revoking a license, we would be required to
cease operating the broadcast station covered by the license. This could have a
material adverse effect on our operations.

  Our failure to maintain our FCC broadcast licenses could cause a default
  under our bank credit facility and cause an acceleration of our indebtedness.

   Our bank credit facility requires us to maintain our FCC licenses. If the
FCC were to revoke any of our material licenses, our lender could declare all
amounts outstanding under the bank credit facility to be immediately due and
payable. If our indebtedness is accelerated, we may not have sufficient funds
to pay the amounts owed.

  Displacement of any of our low-power television stations could cause our
  ratings and revenue for any such station to decrease.

   A significant portion of our television stations are licensed by the FCC for
low-power service only. Our low-power television stations operate with far less
power and coverage than our full-service stations. The FCC rules under which we
operate provide that low-power television stations are treated as a secondary
service. In the event that our stations would cause interference to full-power
stations, we are required to eliminate the interference or terminate service.
As a result of the FCC's initiation of digital television service and actions by

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<PAGE>

Congress to reclaim broadcast spectrum, channels 52-69 previously used for
broadcasting will be cleared and put up for auction generally to wireless
services or assignment to public safety services. The result is that in a few
urban markets where we operate, including Washington, D.C. and San Diego, there
are a limited number of alternative channels to which our low-power television
stations can migrate as they are displaced by full-power broadcasters and
non-broadcast services. If we are unable to move our signals to replacement
channels, we may be unable to maintain the same level of service, which could
harm our ratings and advertising revenue or, in the worst case, cause us to
discontinue operations at those low-power television stations.

  We may have difficulty meeting certain FCC deadlines to comply with the
  required conversion to digital television and such conversion may not result
  in commercial benefit to us unless there is sufficient consumer demand.

   The FCC required U.S. full-service television stations to begin broadcasting
a digital television ("DTV") signal by May 1, 2002. The FCC has allocated an
additional television channel to most such station owners so that each
full-service television station can broadcast a DTV signal on the additional
channel while continuing to broadcast an analog signal on the station's
original channel. As part of the transition from analog to DTV, full-service
television station owners may be required to stop broadcasting analog signals
and relinquish their analog channels to the FCC by 2006 if the market
penetration of DTV receivers reaches certain levels by that time. We expect
that the cost to construct DTV facilities and broadcast both digital and analog
signals for our full-service television stations between 2002 and 2006 will not
be significant.

   Our full-service television stations did not meet the May 1, 2002 deadline
to begin broadcasting a DTV signal. In certain cases, the inability to meet the
deadline resulted from the FCC having not yet granted construction permits
authorizing us to build the facilities necessary to operate on our allocated
DTV channels. Certain other of our other full-service television stations have
received construction permits from the FCC, but were not able to finish
construction and begin broadcasting DTV signals before the May 1, 2002
deadline. The FCC has granted us extensions of time beyond May 1, 2002 to
complete construction of DTV facilities for our full-service television
stations that have received construction permits. We intend to comply with the
FCC's DTV requirements during this extension period by constructing lower-power
facilities as permitted by the FCC's rules described in the next paragraph.

   The FCC recently released rules which allow us to initially satisfy the
obligation to begin broadcasting a DTV signal by broadcasting a signal that
serves, at least, each full-service television station's applicable community
of license. In most instances, this new rule will permit us to temporarily
install DTV facilities of a lower-power level, which will not require the
initial degree of capital investment we had anticipated to meet the
requirements of our stations' DTV authorizations. Our initial cost of
converting the qualifying television stations to DTV, therefore, will be
considerably lower than it would have been if we were required to initially
operate at the full signal strength provided for by our DTV authorizations.

   We intend to explore the most effective use of digital broadcast technology
for each of our stations. We cannot assure you, however, that we will derive
commercial benefits from the development of our digital broadcasting capacity.
Although we believe that proposed alternative and supplemental uses of our
analog and digital spectrum will continue to grow in number, the viability and
success of each proposed alternative or supplemental use of spectrum involves a
number of contingencies and uncertainties. We cannot predict what future
actions the FCC or Congress may take with respect to regulatory control of
these activities or what effect these actions would have on us. There may not
be sufficient consumer demand for DTV services to recover our investment in DTV
facilities.

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<PAGE>

  Changes in the rules and regulations of the FCC could result in increased
  competition for our broadcast stations that could lead to increased
  competition in our markets.

   Recent and prospective actions by the FCC could cause us to face increased
competition in the future. The changes include:

  .  relaxation of restrictions on the participation by regional telephone
     operating companies in cable television and other direct-to-home audio and
     video technologies;

  .  the establishment of a Class A television service for low-power stations
     that makes such stations primary stations and gives them protection
     against full-service stations;

  .  procedures for licensing low-power FM radio stations that will be designed
     to serve small localized areas and niche audiences;

  .  permission for direct broadcast satellite television to provide the
     programming of traditional over-the-air stations, including local and
     out-of-market network stations; and

  .  elimination or revision of restrictions on cross-ownership (i.e. ownership
     of both television and radio stations in combination with newspapers
     and/or cable television systems in the same market) and caps on the number
     of stations or market share that a particular company may own or control,
     locally or nationally.

  Because our full-service television stations rely on "must carry" rights to
  obtain cable carriage, new laws or regulations that eliminate or limit the
  scope of our cable carriage rights could have a material adverse impact on
  our television operations.

   Pursuant to the "must carry" provisions of the Cable Television Consumer
Protection and Competition Act of 1992 (the "Cable Act"), a broadcaster may
demand carriage on a specific channel on cable systems within its market.
However, the future of those "must carry" rights is uncertain, especially as
they relate to the extent of carriage of DTV stations. The current FCC rules
relate only to the carriage of analog television signals. It is not certain
what, if any, "must carry" rights television stations will have after they make
the transition to DTV. New laws or regulations that eliminate or limit the
scope of our cable carriage rights could have a material adverse impact on our
television operations.

   Our low-power television stations do not have cable "must carry" rights. In
seven markets where we currently hold only a low-power license we may face
future uncertainty with respect to the availability of cable carriage for our
stations in those markets. With the exception of the San Angelo, Texas market,
all of our low-power stations reach a substantial portion of the Hispanic cable
households in their respective markets with their over-the-air broadcasts.

   Under the Cable Act, each broadcast station is required to elect, every
three years, to exercise the right to either require cable television system
operators in their local market to carry their signals, which we refer to as
"must carry" rights, or to prohibit cable carriage or condition it upon payment
of a fee or other consideration. By electing the "must carry" rights, a
broadcaster can demand carriage on a specified channel on cable systems within
its market. These "must carry" rights are not absolute, and under some
circumstances, a cable system may decline to carry a given station. Our
television stations elected "must carry" on local cable systems for the three
year election period which commenced January 1, 2000. The required election
date for the next three year election period commencing January 1, 2003 will be
October 1, 2002. If the law were changed to eliminate or materially alter "must
carry" rights, our business could be adversely affected.

   The FCC is developing rules to govern the obligations of cable television
systems to carry local television stations during and following the transition
from analog to DTV broadcasting. We cannot predict what final rules the FCC
ultimately will adopt or what effect those rules will have on our business.


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<PAGE>

  The policies of direct broadcast satellite companies may make it more
  difficult for their customers to receive our local broadcast station signals.

   The Satellite Home Viewer Improvement Act of 1999 ("SHVIA") allows direct
broadcast satellite ("DBS") television companies (currently DirecTV and
EchoStar/Dish Network) for the first time to transmit local broadcast
television station signals back to their subscribers in local markets. In
exchange for this privilege, however, SHVIA requires that in television markets
in which a DBS company elects to pick-up and retransmit any local broadcast
station signals, the DBS provider must also offer to its subscribers signals
from all other qualified local broadcast television stations in that market.
This is known as the "carry one/carry all" rule. Our broadcast television
stations in markets for which DBS operators have elected to carry local
stations have sought to qualify for carriage under this rule, which we expect
will increase our viewership in those markets. The two DBS operators and a
satellite broadcasting trade association have instituted litigation challenging
the constitutionality of SHVIA's carry one/carry all requirements. In June 2001
a federal district court upheld the constitutionality of the federal law, which
decision was upheld on appeal. We cannot predict the final outcome of such
litigation challenging the constitutionality of the carry one/carry all rule. A
problem has also arisen in the manner in which one of the DBS operators has
implemented the carry one/carry all rule. In order to get signals from all
local stations, including the signals from our stations, EchoStar/Dish Network
subscribers were being required to install a second receiving dish to receive
all of the local stations in some markets. This was an inconvenience for the
typical DBS subscriber and, as a result, limited the size of the viewership for
our stations available only on the "second dish" under the carry one/carry all
rule. The FCC has determined that EchoStar/ Dish Network cannot require use of
a second dish for carriage of local signals. EchoStar/Dish Network must
implement alternative methods of complying with its SHVIA obligations. At this
time, we cannot determine whether such alternative methods will affect our
local stations carried by EchoStar/Dish Netowrk.

  We may have difficulty obtaining regulatory approval for acquisitions in our
  existing markets and, potentially, new markets.

   An important part of our growth strategy is the acquisition of additional
television and radio stations. The agencies responsible for enforcing the
federal antitrust laws, the Federal Trade Commission ("FTC") and the Department
of Justice, may investigate certain acquisitions. After the passage of the
Telecommunications Act of 1996, the Department of Justice became more
aggressive in reviewing proposed acquisitions of radio stations. The Department
of Justice has, on several occasions, negotiated settlements, without
initiating litigation, with broadcasters seeking to increase their ownership of
radio stations in specific markets, in which the broadcasters have been
required to divest one or more stations in order to complete a transaction. The
Department of Justice has, in certain cases, examined television and radio
ownership concentrations where a transaction would result in a single entity
controlling more than 40% of the advertising revenue in a particular market or
where, after the transaction, two companies would control more than 70% of the
advertising revenue in a particular market. The Department of Justice has also
in certain cases examined whether a combination would result in undue
concentration in a particular format or in formats appealing to particular
audience demographics.

   We cannot predict the outcome of any specific Department of Justice or FTC
investigation. Any decision by the Department of Justice or FTC to challenge a
proposed acquisition could affect our ability to consummate an acquisition or
to consummate it on the proposed terms. There can be no assurance that the FTC
or Department of Justice will not seek to bar us from acquiring additional
television or radio stations in any market where our existing stations already
have a significant market share.

   Similarly, the FCC staff has adopted procedures to review proposed
broadcasting transactions even if the proposed acquisition otherwise complies
with the FCC's ownership limitations. In particular, the FCC may invite public
comment on proposed transactions that the FCC believes, based on its initial
analysis, may present ownership concentration concerns in a particular local
radio market. The FCC has delayed its approval of numerous proposed television
or radio station purchases by various parties because of market concentration
concerns, and generally will not approve acquisitions when the FTC or
Department of Justice has expressed

                                      14

<PAGE>

concentration concerns even if the acquisition complies with the FCC's
numerical station limits. Moreover, in recent years the FCC has followed a
policy of giving specific public notice of its intention to conduct additional
ownership concentration analysis, and soliciting public comment on "the issue
of concentration and its effect on competition and diversity," with respect to
certain applications for consent to radio station acquisitions based on
advertising revenue shares or other criteria. The FCC has recently expressed
their desire to eliminate delays in the staff's review of transactions that
might involve concentration of market share but are otherwise consistent with
the radio ownership limits set forth in the Communications Act of 1934 (the
"Communications Act"). It is uncertain at this time what effect this will have
on the FCC's review of future television or radio station sale applications.

   Additionally, the FCC has recently solicited public comment on a variety of
possible changes in the methodology by which it defines a television or radio
"market" and counts stations for purposes of determining compliance with local
ownership restrictions. If adopted, any such changes could limit our ability to
make future acquisitions of radio stations. Moreover, in the same proceeding,
the FCC has announced a policy of deferring, until the rulemaking is completed,
certain pending and future television or radio sale applications which raise
"concerns" about how the FCC counts the number of stations a company may own in
a market. This policy may delay future acquisitions for which we must seek FCC
approval.

  If regulation of outdoor advertising increases, we could suffer decreased
  revenue from our outdoor operations.

   Our outdoor operations are significantly impacted by federal, state and
local government regulation of the outdoor advertising business. These
regulations impose restrictions on, among other things, the location, size and
spacing of billboards. If we are required to remove our existing billboards, or
are unable to construct new billboards or reconstruct damaged billboards, our
outdoor business could be harmed. In addition, we may not receive compensation
for billboards that we may be required to remove in the future.

   Additional regulations may be imposed on outdoor advertising in the future.
Legislation regulating the content of billboard advertisements has been
introduced and passed in Congress from time to time in the past. Additional
regulations or changes in the current laws regulating and affecting outdoor
advertising at the federal, state or local level may harm the results of our
outdoor operations.

  We must respond to the rapid changes in technology, services and standards
  which characterize our industry in order to remain competitive.

   The television and radio broadcasting industry is subject to technological
change, evolving industry standards and the emergence of new media
technologies. We cannot assure you that we will have the resources to acquire
new technologies or to introduce new services that could compete with these new
technologies. Several new media technologies are being developed, including the
following:

  .  audio programming by cable television systems, direct broadcast satellite
     systems, Internet content providers and Internet based audio radio
     services;

  .  satellite digital audio radio service with numerous channels and sound
     quality equivalent to that of compact discs;

  .  In-Band On-Channel(TM) digital radio, which could provide multi-channel,
     multi-format digital radio services in the same bandwidth currently
     occupied by traditional AM and FM radio services;

  .  low power FM radio, which could result in additional FM radio broadcast
     outlets that are designed to serve local interests;

  .  streaming video programming delivered via the Internet;

                                      15

<PAGE>

  .  video-on-demand programming offered by cable television companies; and

  .  digital video recorders with hard-drive storage capacity that offer
     time-shifting of programming and the capability of deleting advertisements
     when playing back the recorded programs.

   We cannot assure you that we will have the resources to acquire new
technologies or to introduce new services that could compete with other new
technologies. We cannot predict the effect, if any, that competition arising
from new technologies or regulatory change may have on the television or radio
broadcasting industry or on our company.

  Strikes, work stoppages and slowdowns by our employees could disrupt our
  publishing operations.

   Our publishing business depends to a significant degree on our ability to
avoid strikes and other work stoppages by our employees. The Newspaper and Mail
Deliverers' Union of New York and Vicinity and the Newspaper Guild of New York
represent our publishing employees. Our collective bargaining agreement with
the Newspaper and Mail Deliverers' Union of New York and Vicinity expires on
March 30, 2004. Our collective bargaining agreement with the Newspaper Guild of
New York expires on June 30, 2002. We anticipate that negotiations will
commence prior to the expiration of the agreement. Future collective bargaining
agreements may not be negotiated without service interruptions, and the results
of these negotiations may result in decreased revenue in our publishing
operations.

Risks Related To Our Capital Structure and Outstanding Securities

  We may be restricted in issuing the Registered Securities under the terms of
  certain agreements.

   Before we may issue certain of the Registered Securities, we will have to
obtain the consent or approval of other parties under the terms of the
indenture governing the Notes, our bank credit facility or other agreements to
which we are or may become a party. If we cannot obtain such consents or
approvals, our ability to engage in a transaction for which we wish to issue
such Registered Securities could be impeded or prevented.

  Stockholders who desire to change control of our company may be prevented
  from doing so by provisions of our First Restated Certificate of
  Incorporation, as amended, applicable law, our credit agreement and the
  Notes. Our First Restated Certificate of Incorporation and other agreements
  contain provisions that could discourage a takeover.

   Our First Restated Certificate of Incorporation (the "Restated Certificate")
could make it more difficult for a third party to acquire us, even if doing so
would benefit our stockholders. The provisions of our Restated Certificate
could diminish the opportunities for a stockholder to participate in tender
offers. In addition, under our Restated Certificate, our board of directors may
issue preferred stock that could have the effect of delaying or preventing a
change in control of our company. The issuance of preferred stock could also
negatively affect the voting power of holders of our common stock. The
provisions of our Restated Certificate may have the effect of discouraging or
preventing an acquisition or sale of our business. In addition, Section 203 of
the Delaware General Corporation Law imposes restrictions on mergers and other
business combinations between us and any holder of 15% or more of our common
stock.

   The transfer restrictions imposed on the broadcast licenses we own also
restrict the ability of third parties to acquire us. Control of our licenses
may only be transferred with prior approval by the FCC. Accordingly, the number
of potential transferees of our licenses is limited, and any acquisition,
merger or other business combination involving our company would be subject to
regulatory approval.

   In addition, the documents governing our indebtedness and the Notes contain
limitations on our ability to enter into a change of control transaction. Under
these documents, the occurrence of a change of control transaction, in some
cases after notice and grace periods, would constitute an event of default
permitting acceleration of our outstanding indebtedness.

                                      16

<PAGE>

  The issuance by us of preferred stock could affect the rights of our other
  stockholders.

   Our Restated Certificate authorizes our board of directors to issue up to
50,000,000 shares of preferred stock in one or more series, to fix the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued shares of preferred stock, to fix the number of shares constituting
any such series, and to fix the designation of any such series, without further
vote or action by its stockholders. The terms of any series of preferred stock,
which may include priority claims to assets and dividends and special voting
rights, could adversely affect the rights of the holders of common stock and
thereby reduce the value of our common stock. We have approximately 5.9 million
shares of Series A mandatorily redeemable convertible preferred stock
outstanding. We have no present plans to issue any additional shares of
preferred stock. The issuance of preferred stock, coupled with the
concentration of ownership of common stock in certain directors and executive
officers, could discourage certain types of transactions involving an actual or
potential change in control of our company. This includes transactions in which
the holders of common stock might otherwise receive a premium for their shares
over then current prices, otherwise dilute the rights of holders of common
stock, and may limit the ability of such stockholders to cause or approve
transactions which they may deem to be in their best interests. All of this
could have a material adverse effect on the market price of our common stock.

  Our Restated Certificate limits the liability of our directors, which may
  limit the remedies that we or our stockholders have available.

   Our Restated Certificate provides that, pursuant to the Delaware General
Corporation Law, the liability of our directors for monetary damages shall be
eliminated to the fullest extent permissible under Delaware law. This is
intended to eliminate the personal liability of a director for monetary damages
in an action brought by us, or in our right, for breach of a director's duties
to us or our stockholders and may limit the remedies available to us or our
stockholders. This provision does not eliminate the directors' fiduciary duty
and does not apply for certain liabilities (i) for acts or omissions that
involve intentional misconduct or a knowing and culpable violation of law, (ii)
for acts or omissions that a director believes to be contrary to our best
interests or our stockholders or that involve the absence of good faith on the
part of the director, and (iii) for any transaction from which a director
derived an improper personal benefit.

  If the holders of our Series A mandatorily redeemable convertible preferred
  stock exercise their option to redeem such preferred stock on or after April
  19, 2006, we may not have sufficient funds to do so and we may be in default
  under the terms of our bank credit facility and/or the Notes.

   The holders of a majority of our Series A mandatorily redeemable convertible
preferred stock have the right on or after April 19, 2006 to require us to
redeem any and all of their preferred stock at the original issue price plus
accrued dividends. On April 19, 2006 such redemption price would be
approximately $143.5 million, and would continue to accrue a dividend of 8.5%
per year. If we have sufficient funds under Delaware law to pay but are
prevented from redeeming their preferred stock because of restrictions under
our bank credit facility or in the indenture governing the Notes, we would be
in violation of the terms of the Series A mandatorily redeemable convertible
preferred stock. In such event, we may be in default under our bank credit
facility and the holders of the Series A mandatorily redeemable convertible
preferred stock may be able to obtain a judgment against us. Any such judgment
may be found to be pari passu with the claims of the holders of the Notes. In
the event a judgment is obtained and remains unpaid, or the preferred stock is
paid in violation of our bank credit facility or in the indenture governing the
Notes, we would be in default under our bank credit facility and the Notes and
we could be obligated to repay the obligations under our bank credit facility,
if accelerated, and the Notes, if accelerated. We may not have sufficient funds
at that time to pay all of our obligations in such event.

                                      17

<PAGE>

  Subordination--The right to receive payment on any subordinated debt
  securities we may issue and the guarantees thereunder will be junior to all
  of our senior debt and all of the senior debt of our guarantors.

   Unless we inform you otherwise in the applicable prospectus supplement, any
subordinated debt securities we may issue will be general unsecured
obligations, junior in right of payment to all of our existing and future
senior debt and to that of each guarantor, including obligations under our bank
credit facility. Any subordinated debt securities we issue may not be secured
by any of our or the guarantors' assets, and as such will be effectively
subordinated to any secured debt that we or the guarantors have now including
all of the borrowings under our bank credit facility, or may incur in the
future to the extent of the value of the assets securing that debt.

   In the event that Entravision or a guarantor is declared bankrupt, becomes
insolvent or is liquidated or reorganized, any debt that ranks ahead of the
senior debt and the guarantees will be entitled to be paid in full from our
assets or the assets of the guarantors, as applicable, before any payment may
be made with respect to any subordinated debt securities we issue or the
affected guarantees. In any of the foregoing events, we cannot assure you that
we would have sufficient assets to pay amounts due on our debt securities. As a
result, holders of our debt securities may receive less, proportionally, than
the holders of debt senior to any subordinated debt securities we may issue and
the guarantees. The subordination provisions of the documents governing any
subordinated debt securities we may issue may also provide that we can make no
payment to the holders of any subordinated debt securities during the
continuance of payment defaults on our senior debt, and payments to the holders
of any subordinated debt securities may be suspended for a period of up to 179
days if a nonpayment default exists under our senior debt.

  The guarantees may be released under certain circumstances.

   Unless we inform you otherwise in the applicable prospectus supplement, any
guarantee of a guarantor, if granted, may be released at any time if we sell,
exchange or transfer the stock of that guarantor or substantially all of the
assets of that guarantor to a non-affiliate. Unless we inform you otherwise in
the applicable prospectus supplement, under the indenture governing the debt
securities, the net cash proceeds of any asset sale will be required to be
applied to the repayment of any indebtedness senior to the debt securities
offered hereby or to the purchase of properties and assets for use in our
businesses existing on the date of the indenture or reasonably related thereto.
Unless we inform you otherwise in the applicable prospectus supplement, any
guarantee of any of the guarantors may also be released at such time as such
guarantor no longer guarantees any of our other debt.

  If debt securities are guaranteed, they may be guaranteed by less than all of
  our subsidiaries, and your right to receive payments on guaranteed debt
  securities could be adversely affected if any of our non-guarantor
  subsidiaries declare bankruptcy, liquidate or reorganize.

   If debt securities are guaranteed by our subsidiaries, they may be
guaranteed by less than all of our subsidiaries. If any non-guarantor
subsidiaries become insolvent, liquidate, reorganize, dissolve or otherwise
wind up, holders of their indebtedness and their trade creditors will generally
be entitled to payment on their claims from the assets of those subsidiaries
before any of those assets are made available to us. Consequently, your claims
in respect of guaranteed debt securities will be effectively subordinated to
all of the liabilities (including grade credit) of our non-guarantor
subsidiaries.

  Fraudulent Conveyance Matters--Federal and state statutes allow courts, under
  specific circumstances, to void guarantees, subordinate claims in respect of
  debt securities and require the holders of debt securities to return payments
  received from guarantors.

   Under federal bankruptcy law and comparable provisions of state fraudulent
transfer laws, a guarantee could be voided, or claims in respect of debt
securities or a related guarantee could be subordinated to our other debts or
other debts of a guarantor if, among other things, we or the guarantor was
insolvent or rendered insolvent by reason of such incurrence, or we or the
guarantor were engaged in a business or transaction for which our or the

                                      18

<PAGE>

guarantors' remaining assets constituted unreasonably small capital, or we or
the guarantor intended to incur or believed that we or it would incur, debts
beyond our or its ability to pay those debts as they mature. In addition, any
payment by us or that guarantor in accordance with its guarantee could be
voided and required to be returned to us or the guarantor, or to a fund for the
benefit of our creditors or the creditors of the guarantors.

   The measures of insolvency for purposes of these fraudulent transfer laws
will vary depending upon the law applied in any proceeding to determine whether
a fraudulent transfer has occurred. Generally, however, a guarantor would be
considered insolvent if the sum of its debts, including contingent liabilities,
were greater than the fair saleable value of all of its assets, or if the
present fair saleable value of its assets were less than the amount that would
be required to pay its probable liability on its existing debts, including
contingent liabilities, as they become absolute and mature, or if it could not
pay its debts as they become due.

  We depend in large part on the cash flow of our subsidiaries to satisfy our
  obligations, including obligations under any securities offered by this
  prospectus.

   A significant amount of our operations are conducted through our direct and
indirect wholly-owned subsidiaries, certain of which may guarantee the debt
securities offered by this prospectus. We are dependent to a significant degree
upon the cash flow of our subsidiaries to meet our obligations. Accordingly,
our ability to make interest and principal payments when due to holders of any
debt securities offered by this prospectus, or dividend payments or other
distributions on any preferred stock offered by this prospectus, and our
ability to purchase any securities upon a change of control (if the terms of
the debt securities require this) will be dependent upon the receipt of
sufficient funds from our subsidiaries, which may be restricted by the terms of
existing and future senior indebtedness of our subsidiaries, including the
terms of existing and future guarantees of our indebtedness given by our
subsidiaries. Unless we inform you otherwise in the applicable prospectus
supplement, subordinated debt securities and any subsidiary guarantees
effectively will be subordinated to all existing and future senior indebtedness
and guarantor senior indebtedness and other liabilities and commitments of our
non-guarantor subsidiaries.

  An active trading market may not develop for any of our debt securities. The
  trading price of our debt may be volatile.

   There is no established trading market for any of our debt securities.
Although the purchasers of debt securities may intend to make a market in our
debt securities, the purchasers of our debt securities would have no obligation
to do so and, if they do so, they may discontinue making a market at any time
without notice.

   The liquidity of any market for our debt securities will depend upon the
number of holders of our debt securities, our performance, the market for
similar securities, the interest of securities dealers in making a market in
our debt securities and other factors. A liquid trading market may not develop
for our debt securities.

   The trading price of our debt securities could be subject to significant
fluctuation in response to, among other factors, variations in operating
results, developments in industries in which we do business, general economic
conditions, changes in securities analysts' recommendations regarding our
securities and changes in the market for non-investment grade securities
generally. This volatility may adversely affect the market price of our debt
securities.

  We may not have the ability to raise the funds necessary to finance the
  change of control offer required by the indenture governing the Notes and any
  other indenture under which we issue debt, and meet other obligations in
  certain other agreements to which we are a party.

   If a change of control occurs, the holders of our Notes and, unless we
inform you otherwise in the applicable prospectus supplement, the holders of
any debt we may issue under this prospectus, will have the right to require us
to repurchase any or all of our debt securities, including the Notes, at a
price equal to 101% of the principal amount thereof, together with any interest
we owe the holders. A change of control may result in an event of

                                      19

<PAGE>

default under our bank credit facility and may cause the acceleration of the
bank credit facility, in which case we will be required to repay the bank
credit facility before we will be able to purchase any of the Notes and other
debt securities we may issue. We cannot assure you that we would be able to
repay amounts outstanding under the bank credit facility or obtain necessary
consents under the facility to purchase the Notes or other debt securities we
may issue. Any requirement to offer to purchase any outstanding Notes or other
debt securities we may issue may result in our having to refinance our
outstanding indebtedness, which we may not be able to do. In addition, even if
we were able to refinance this indebtedness, the financing may be on terms
unfavorable to us. If we fail to repurchase the Notes and/or other debt
securities we may issue tendered for purchase upon the occurrence of a change
of control, the failure will be an event of default under the indenture
governing the Notes and possibly under any other indenture under which we issue
debt. In addition, the change of control covenant in the indenture governing
the Notes does not does not cover all corporate reorganizations, mergers or
similar transactions and may not provide holders of the Notes with protection
in a highly leveraged transaction.

   In addition, in the event of a change of control, we are required to make
certain payments to holders of shares of our Series A mandatorily redeemable
convertible preferred stock.

                                      20

<PAGE>

                                USE OF PROCEEDS

   Unless we inform you otherwise in the applicable prospectus supplement, we
expect to use the net proceeds from the sale of the Registered Securities for
general corporate purposes. These purposes may include, but are not limited to:

  .  reduction or refinancing of debt or other obligations;

  .  acquisitions;

  .  capital expenditures; and

  .  working capital.

   Pending any specific application, we may initially invest funds in
short-term marketable securities, or apply them to the reduction of short-term
indebtedness.

   Subject to the terms of our bank credit facility and the indenture governing
the Notes, we may borrow additional funds from time to time from public and
private sources on both a long-term and short-term basis to fund our future
capital and working capital requirements in excess of internally generated
funds.

   We have no commitments or agreements to make any acquisitions as of the date
of this prospectus or to engage in any other transaction which would result in
the issuance of any Registered Securities to any person.

                      RATIO OF EARNINGS TO FIXED CHARGES

   Our consolidated ratios of earnings to fixed charges for each of the periods
indicated are set forth below:

<TABLE>
<CAPTION>
                                                 Fiscal Year Ended
                                                    December 31,
                                              -----------------------
                                              2001 2000 1999 1998 1997
                                              ---- ---- ---- ---- ----
          <S>                                 <C>  <C>  <C>  <C>  <C>
          Ratio of Earnings to Fixed Charges:  (a)  (a)  (a)  (a)  (a)
</TABLE>
--------
(a) Earnings were inadequate to cover fixed charges for each of the five years
    in the period ended December 31, 2001. Additional earnings would have been
    required to cover fixed charges for each of the five years in the period
    ended December 31, 2001, in the amount of (in thousands) 2001 $99,186; 2000
    $97,530; 1999 $40,116; 1998 $3,492; and 1997 $4,695.

    Earnings available for fixed charges equals loss before income taxes, plus
    fixed charges and amortization of capitalized interest, less the accretion
    of preferred stock redemption value and capitalized interest. Fixed charges
    consist of interest expense (including amortization of debt costs relating
    to our indebtedness), non-cash interest expense, one-third of rent expense
    as representative of the interest portion of rentals, capitalized interest,
    and the accretion of our preferred stock's redemption value.

(b) As of the date of this registration statement, we have no commitments to
    issue any registered securities. Therefore, for the purposes of this
    Registration Statement and computation of earnings to fixed charges, the
    proceeds from the issuance of debt securities are assumed to be utilized
    for other than reduction or refinancing of debt or other obligations.

                                      21

<PAGE>

                                   DILUTION

   Purchasers of our Class A common stock offered by this prospectus will
suffer an immediate and substantial dilution in net tangible book value per
share. Dilution is the amount by which the offering price paid by the
purchasers of the shares of Class A common stock will exceed the net tangible
book value per share of our common stock after this offering. The net tangible
book value per share of common stock is determined by subtracting total
liabilities from the total tangible assets and dividing the difference by the
number of shares of our common stock deemed to be outstanding on the date the
tangible book value is determined. As of December 31, 2001, we had a deficit
tangible book value of $281 million, or a deficit of $2.43 per share. Assuming
the sale of 34,293,553 shares at an offering price of $14.58 per share, our pro
forma net tangible book value as of December 31, 2001 would have been $219
million, or $1.46 per share. This represents an immediate dilution to new
investors of $13.12 per share. The following table illustrates this per share
dilution:

<TABLE>
<CAPTION>
                                                                  Per Share
                                                                  ---------
    <S>                                                           <C>
    Assumed offering price(1)....................................  $14.58
                                                                   ------
    Deficit tangible book value per share as of December 31, 2001   (2.43)
    Increase per share attributable to new investors(2)..........    3.89
                                                                   ------
    Pro forma tangible book value after this offering............    1.46
                                                                   ------
    Dilution per share to new investors..........................  $13.12
                                                                   ======
</TABLE>
--------
(1) Based on the closing price of our Class A common stock on May 3, 2002.

(2) As of the date of this Registration Statement, we have no commitments to
    make any acquisitions or to engage in any other transaction which would
    result in the issuance of any registered securities to any person.
    Therefore, for the purposes of this Registration Statement, we have assumed
    that the proceeds attributable to new investors will be utilized for the
    acquisition of tangible assets, working capital or repayment of existing
    debt. Additionally, the above dilution calculation does not include an
    estimate of expenses which may be incurred in connection with any such an
    offering of securities. As a result, these proceeds result in an increase
    in tangible book value.

                         DESCRIPTION OF CAPITAL STOCK

   The following description of our capital stock sets forth general terms and
provisions of the particular issuance of capital stock to which any prospectus
supplement may relate. The prospectus supplement will describe the particular
terms of any sale of capital stock and the extent, if any, to which such
general provisions will not apply to such sale.

   The following description of our capital stock does not purport to be
complete and is subject to detailed provisions of, and is qualified in its
entirety by reference to, our Restated Certificate. The Restated Certificate is
an exhibit to the registration statement of which this prospectus is a part and
is available as set forth under "Where You Can Find More Information."

   Our capital stock consists of (a) 325,000,000 authorized shares of common
stock, $0.0001 par value per share, which consists of (i) 260,000,000 shares of
Class A common stock, (ii) 40,000,000 shares of Class B common stock and (iii)
25,000,000 shares of Class C common stock, and (b) 50,000,000 shares of
preferred stock, par value $0.0001 per share, 11,000,000 shares of which have
been designated as Series A mandatorily redeemable convertible preferred stock,
of which amount 5,865,102 shares have been issued.

Common Stock

   General.  The holders of our Class A common stock, Class B common stock and
Class C common stock have the same rights except with respect to voting,
convertibility and transfer.

   Dividends.  Subject to the right of the holders of any class of our
preferred stock, holders of shares of our common stock are entitled to receive
dividends that may be declared by our board of directors out of legally
available funds. No dividend may be declared or paid in cash or property on any
share of any class of our common stock unless simultaneously the same dividend
is declared or paid on each share of that and every other

                                      22

<PAGE>

class of our common stock; except with respect to the payment of stock
dividends, in which case holders of a specific class of our common stock are
entitled to receive only additional shares of that class. We may not
reclassify, subdivide or combine shares of any class of our common stock
without, at the same time, proportionally reclassifying, subdividing or
combining shares of the other classes.

   Voting Rights.  Holders of our Class A common stock and Class C common stock
are entitled to one vote per share on all matters to be voted on by
stockholders, while holders of our Class B common stock are entitled to ten
votes per share. Generally, all matters to be voted on by stockholders must be
approved by a majority of the votes entitled to be cast by all holders of our
common stock present in person or represented by proxy, voting together as a
single class, subject to any voting rights granted to holders of any class of
our preferred stock. Univision, as the holder of all of our Class C common
stock, is entitled to vote as a separate class to elect two of our directors,
and has the right to vote as a class on certain material decisions involving
Entravision, including any merger, consolidation or other business combination,
any dissolution of Entravision and any transfer of the FCC licenses for any of
our Univision-affiliated stations. These special voting rights will terminate
upon Univision selling below 30% of its initial ownership level of our Class C
common stock.

   Messrs. Ulloa, Wilkinson and Zevnik, as the holders of all of our Class B
common stock have entered into a voting agreement in which each of such
individuals has agreed, in any election of our directors, to vote the shares of
our Class B common stock held by such individual in favor of the
director-nominees designated by Messrs. Ulloa and Wilkinson. Under the voting
agreement, Messrs. Ulloa, Wilkinson and Zevnik contractually agreed to elect
themselves and a representative of TSG Capital Fund III, L.P. as directors of
Entravision.

   Liquidation Rights.  The holders of each class of our common stock will
share equally on a per share basis upon liquidation or dissolution of all of
our assets available for distribution to common stockholders.

   Conversion and Transfer.  Shares of our Class B common stock will be
convertible into shares of our Class A common stock on a share-for-share basis
at the option of the holder at any time, or automatically:

  .  upon the transfer of such shares to a person or entity which is not a
     permitted transferee;

  .  upon the death of such holder;

  .  when such holder is no longer actively involved in the business of
     Entravision; or

  .  if such holder owns less than 30% of his, her or its initial ownership
     level.

   In general, permitted transferees will include Messrs. Ulloa, Wilkinson and
Zevnik, and any of their respective spouses, legal descendants, adopted
children, minor children supported by such holder and controlled entities. In
addition, each share of our Class B common stock shall automatically convert
into Class A common stock on a share-for-share basis upon the death of the
second of Messrs. Ulloa and Wilkinson or when the second of Messrs. Ulloa and
Wilkinson ceases to be actively involved in the business of Entravision.

   Shares of our Class C common stock will be convertible into shares of our
Class A common stock on a share-for-share basis at the option of the holder at
any time or automatically upon the transfer to a person or entity which is not
a permitted transferee or if such holder owns less than 30% of its initial
ownership level.

   Other Rights.  The holders of our common stock have no preemptive or other
subscription rights, and there are no redemption or sinking fund provisions
with respect to these shares.

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Preferred Stock

  Series A mandatorily redeemable convertible preferred stock

   Dividends.  The holders of the Series A mandatorily redeemable convertible
preferred stock ("Series A preferred stock") have dividends declared at the
rate of 8.5% per annum compounded annually. Such dividends accrue and are only
payable upon liquidation of Entravision or redemption of the Series A preferred
stock, payable in cash. Accrued but unpaid dividends are waived and forgiven
upon conversion of the Series A preferred stock into Class A common stock.

   Liquidation Preference.  The Series A preferred stock is senior to the
rights of each class of our common stock upon liquidation or distribution of
our assets in dissolution.

   Voting Rights.  The affirmative vote of a majority of the holders of the
Series A preferred stock is required to:

  .  issue any equity security that is senior to the Series A preferred stock;

  .  amend our Restated Certificate or First Amended and Restated Bylaws, as
     amended on October 18, 2001 ("Bylaws"), in a manner that adversely affects
     the rights of the Series A preferred stock; or

  .  enter into or engage in any transaction with an affiliate of Entravision
     or its stockholders not at arms length.

   Redemption.  The Series A preferred stock is subject to redemption at the
original issue price plus accrued dividends at the option of the holder of the
Series A preferred stock for a period of 90 days beginning six years after its
issuance and must be redeemed in full ten years after its issuance, on April
19, 2010. The Series A preferred stock, with respect to which the holders
thereof do not elect to convert into our common stock, is also fully redeemable
at the original issue price plus accrued dividends upon a change in control of
Entravision. We have the right to redeem the Series A preferred stock at our
option at any time one year after its issuance, provided that the trading price
of our Class A common stock equals or exceeds 130% of the initial public
offering price of our Class A common stock for 15 consecutive trading days
immediately before such redemption.

   Conversion.  The Series A preferred stock is convertible into our Class A
common stock on a share-for-share basis at the option of the holder at any time.

  Blank-Check Preferred Stock

   The particular terms of any series of preferred stock offered hereby will be
set forth in the prospectus supplement relating thereto.

   Our board of directors is empowered, without approval of the stockholders,
to cause additional shares of preferred stock to be issued from time to time in
one or more series, and the board of directors may fix the number of shares of
each series and the designation, powers, privileges, preferences and rights and
the qualifications, limitations and restrictions of the shares of each series.
The specific matters that our board of directors may determine with respect to
additional series of preferred stock include the following:

  .  the number of shares of each series;

  .  the designation of each series;

  .  the rate of any dividends;

  .  whether any dividends shall be cumulative or non-cumulative;

  .  any voting rights;

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  .  rights and terms of any conversion or exchange;

  .  the terms of any redemption, or any sinking fund with respect to any
     redemption of each series;

  .  the amount payable in the event of any voluntary liquidation, dissolution
     or winding up of the affairs of Entravision; and

  .  any other relative rights, privileges and limitations of each series.

   The issuance of additional shares of preferred stock, or the issuance of
rights to purchase additional shares of preferred stock, could be used to
discourage an unsolicited acquisition proposal. For example, a business
combination could be impeded by issuing a series of preferred stock containing
class voting rights that would enable the holder or holders of this series to
block the transaction. Alternatively, a business combination could be
facilitated by issuing a series of preferred stock having sufficient voting
rights to provide a required percentage vote of the stockholders. In addition,
under certain circumstances, the issuance of additional shares of preferred
stock could adversely affect the voting power and other rights of the holders
of our common stock. Although our board of directors is required to make any
determination to issue any additional shares of preferred stock based on its
judgment as to the best interests of our stockholders, it could act in a manner
that would discourage an acquisition attempt or other transaction that some, or
a majority, of the stockholders might believe to be in their best interests or
in which stockholders might receive a premium for their stock over prevailing
market prices of the stock. Our board of directors does not, at present, intend
to seek stockholder approval prior to any issuance of currently authorized
stock, unless otherwise required by law or applicable stock exchange
requirements.

Foreign Ownership

   Our Restated Certificate restricts the ownership of our capital stock in
accordance with the Communications Act and the rules of the FCC that prohibit
direct ownership of more than 20% of our outstanding capital stock (or
beneficial ownership of more than 25% of our capital stock through others) by
or for the account of aliens, foreign governments or non-U.S. corporations or
corporations otherwise subject to control by those persons or entities. Our
Restated Certificate also prohibits any transfer of our capital stock which
would cause us to violate this prohibition. In addition, our Restated
Certificate authorizes our board of directors to adopt other provisions that it
deems necessary to enforce these prohibitions.

Delaware Anti-Takeover Law and Charter Provisions

   Provisions of our Restated Certificate are intended to enhance continuity
and stability in our board of directors and in our policies, but might have the
effect of delaying or preventing a change in control of Entravision and may
make the removal of incumbent management more difficult even if the
transactions could be beneficial to the interests of stockholders. A summary
description of these provisions follows:

   Change in Control.  We are subject to the provisions of Section 203 of the
Delaware General Corporation Law ("Section 203"), an anti-takeover law. In
general, the statute prohibits a publicly-held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is approved
in a prescribed manner. For purposes of Section 203, a "business combination"
includes a merger, asset sale or other transaction resulting in a financial
benefit to the interested stockholder. An "interested stockholder" is a person
who, together with affiliates and associates, owns (or within three years
prior, did own) 15% or more of a corporation's voting stock.

   The provisions of Section 203, together with the ability of our board of
directors to issue preferred stock without further stockholder action, could
delay or frustrate the removal of incumbent directors or a change in control of
Entravision. The provisions also could discourage, impede or prevent a merger,
tender offer or proxy contest, even if this event would be favorable to the
interests of stockholders. Our stockholders, by adopting an

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<PAGE>

amendment to our Restated Certificate or our Bylaws, may elect not to be
governed by Section 203 effective 12 months after adoption. Neither our
Restated Certificate nor our Bylaws currently exclude us from the restrictions
imposed by Section 203.

   Limitation of Director Liability.  Section 102(b)(7) of the Delaware General
Corporation Law authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach of directors' fiduciary duty of care. Although Section
102(b) of the Delaware General Corporation Law ("Section 102(b)") does not
change directors' duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission. Our Restated
Certificate limits the liability of directors to Entravision or its
stockholders to the fullest extent permitted by Section 102(b). Specifically,
our directors will not be personally liable for monetary damages for breach of
a director's fiduciary duty as a director, except for liability:

  .  for any breach of the director's duty of loyalty to us or our stockholders;

  .  for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law;

  .  for unlawful payments of dividends or unlawful stock repurchases or
     redemptions as provided in Section 174 of the Delaware General Corporation
     Law; or

  .  for any transaction from which the director derived an improper personal
     benefit.

   Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors, to grant indemnity to directors
and officers in terms sufficiently broad to permit indemnification for
liabilities, including reimbursement for expenses incurred, arising under the
Securities Act. This indemnification may, however, be unenforceable as against
public policy.

   Indemnification.  As permitted by Delaware law, our Restated Certificate
includes a provision that eliminates the personal liability of our directors
for monetary damages for breach of fiduciary duty as a director, except for
liability:

  .  for any breach of the director's duty of loyalty to us or our stockholders;

  .  for acts or omissions not in good faith or that involve intentional
     misconduct or a knowing violation of law;

  .  under Section 174 of the Delaware law regarding unlawful dividends and
     stock purchase; or

  .  for any transaction from which the director derived an improper personal
     benefit.

   As permitted by Delaware law, our Restated Certificate provides that:

  .  we are required to indemnify our directors and officers to the fullest
     extent permitted by Delaware law, so long as the person being indemnified
     acted in good faith and in a manner the person reasonably believed to be
     in or not opposed to our best interests, and with respect to any criminal
     action or proceeding, had no reasonable cause to believe the person's
     conduct was lawful;

  .  we are permitted to indemnify our other employees and agents to the extent
     that we indemnify our officers and directors, unless otherwise required by
     law;

  .  we are required to advance expenses to our directors and officers incurred
     in connection with a legal proceeding to the fullest extent permitted by
     Delaware law, subject to very limited exceptions; and

  .  the rights conferred in our Restated Certificate are not exclusive.

   In addition, we have entered into indemnification agreements with each of
our current directors and officers to give such directors and officers
additional contractual assurances regarding the scope of indemnification set

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<PAGE>

forth in our Restated Certificate and to provide additional procedural
protections. At present, there is no pending litigation or proceeding involving
any of our directors, officers or employees regarding which indemnification is
sought, nor are we aware of any threatened litigation that may result in claims
for indemnification.

   We maintain directors' and officers' liability insurance.

Registration Rights

   We have entered into an investor rights agreement with all of the holders of
restricted stock at the time of our IPO and with the former stockholders of
Z-Spanish Media Corporation that received Entravision stock in connection with
our acquisition of Z-Spanish Media Corporation. The investor rights agreement
provides these stockholders with rights to require us to register their stock
with the Commission upon certain conditions.

   We have also entered into an investor rights agreement with TSG Capital Fund
III, L.P. that provides TSG Capital Fund III, L.P. with rights to require us to
register its shares of Series A preferred stock (upon conversion into Class A
common stock) with the Commission upon certain conditions. Darryl Thompson, one
of our directors, is also a principal of TSG Capital Fund III, L.P.

Transfer Agent and Registrar

   The transfer agent and registrar for our stock is Mellon Investor Services
LLC.

Listing

   Our Class A common stock is traded on The New York Stock Exchange under the
trading symbol "EVC."

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<PAGE>

                        DESCRIPTION OF DEBT SECURITIES

General

   Subject to compliance with our bank credit facility and the indenture
governing the Notes, we may issue debt securities from time to time in one or
more series, under one or more indentures, each dated as of a date on or prior
to the issuance of the debt securities to which it relates. Senior debt
securities and subordinated debt securities may be issued pursuant to separate
indentures, a senior indenture and a subordinated indenture, respectively, in
each case between us and a trustee qualified under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"). The senior indenture and the
subordinated indenture, as amended or supplemented from time to time, are
sometimes referred to individually as an "indenture" and collectively as the
"indentures." Each indenture will be subject to and governed by the Trust
Indenture Act. The aggregate principal amount of debt securities which may be
issued under each indenture will be unlimited and each indenture will set forth
the specific terms of any series of debt securities or provide that such terms
shall be set forth in, or determined pursuant to, an authorizing resolution, as
defined in the applicable prospectus supplement, and/or a supplemental
indenture, if any, relating to such series.

   The statements made below relating to the debt securities and the indentures
are summaries of the anticipated provisions thereof, do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the applicable indenture and any applicable U.S.
federal income tax considerations as well as any applicable modifications of or
additions to the general terms described below in the applicable prospectus
supplement. The applicable prospectus supplement may also state that any of the
terms set forth herein are inapplicable to such series of debt securities.

Terms

   The debt securities will be unsecured obligations.

   The senior debt securities will rank equal in right of payment with all our
other unsecured and unsubordinated indebtedness.

   The subordinated debt securities will be subordinated in right of payment to
the prior payment in full of all our senior indebtedness, which is defined in
the section "--Ranking of Debt Securities" below.

   The specific terms of each series of debt securities will be set forth in
the applicable prospectus supplement relating thereto, including the following,
as applicable:

  .  the title of such debt securities and whether such debt securities are
     senior debt securities or subordinated debt securities and, if
     subordinated debt securities, the specific subordination provisions
     applicable thereto;

  .  the aggregate principal amount of such debt securities and any limit on
     such aggregate principal amount;

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

  .  if convertible into shares of our Class A common stock or other
     securities, the terms on which such debt securities are convertible,
     including the initial conversion price, the conversion period, any events
     requiring an adjustment of the applicable conversion price and any
     requirements relating to the reservation of such shares of our Class A
     common stock or other securities for purposes of conversion;

  .  the date(s), or the method for determining such date or dates, on which
     the principal of such debt securities will be payable and, if applicable,
     the terms on which such maturity may be extended;

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<PAGE>

  .  the rate(s) (which may be fixed or floating), or the method by which such
     rate or rates shall be determined, at which such debt securities will bear
     interest, if any;

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

  .  the place(s) where the principal of and interest, if any, on such debt
     securities will be payable, where such debt securities may be surrendered
     for registration of transfer or exchange and where notices or demands to
     or upon us in respect of such debt securities and the applicable indenture
     may be served;

  .  the period(s), if any, within which, the price or prices at which and the
     other terms and conditions upon which such debt securities may, pursuant
     to any optional or mandatory redemption provisions, be redeemed, as a
     whole or in part, at our option;

  .  our obligation, if any, to redeem, repay or purchase such debt securities
     pursuant to any sinking fund (as defined in the applicable indenture) or
     analogous provision or at the option of a holder thereof, and the period
     or periods within which, the price or prices at which and the other terms
     and conditions upon which such debt securities will be redeemed, repaid or
     purchased, as a whole or in part, pursuant to such obligations;

  .  if other than U.S. dollars, the currency or currencies in which the
     principal of and interest, if any, on such debt securities are denominated
     and payable, which may be a foreign currency or units of two or more
     foreign currencies or a composite currency or currencies, and the terms
     and conditions relating thereto;

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

  .  whether the principal of or interest, if any, on the debt securities of
     the series are to be payable, at our election or a holder thereof, in a
     currency or currencies, currency unit or units or composite currency or
     currencies other than that in which such debt securities are denominated
     or stated to be payable and the period or periods within which, and the
     terms and conditions upon which, such election may be made;

  .  provisions, if any, granting special rights to the holders of debt
     securities of the series upon the occurrence of such events as may be
     specified;

  .  any deletions from, modifications of or additions to the events of default
     or our covenants with respect to debt securities of the series, whether or
     not such events of default or covenants are consistent with the events of
     default or covenants described herein;

  .  whether debt securities of the series are to be issuable initially in
     temporary global form and whether any debt securities of the series are to
     be issuable in permanent global form and, if so, whether beneficial owners
     of interests in any such security in permanent global form may exchange
     such interests for debt securities of such series and of like tenor of any
     authorized form and denomination and the circumstances under which any
     such exchanges may occur, if other than in the manner provided in the
     applicable indenture, and, if debt securities of the series are to be
     issuable as a global security, the identity of the depository for such
     series;

  .  the applicability, if any, of the defeasance and covenant defeasance
     provisions of the applicable indenture to the debt securities of the
     series;

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<PAGE>

  .  if exchangeable into another series of debt securities, the terms on which
     such debt securities are exchangeable; and

  .  any other terms of the series of debt securities and any additions,
     deletions or modifications to the applicable indenture.

   If the applicable prospectus supplement provides, the debt securities may be
issued at a discount below their principal amount and provide for less than the
entire principal amount thereof to be payable upon declaration of acceleration
of the maturity thereof. In such cases, all material U.S. federal income tax
considerations will be described in the applicable prospectus supplement.

   The applicable prospectus supplement will contain information with respect
to any deletions from, modifications of or additions to the events of default
or covenants described below.

Denomination, Interest, Registration and Transfer

   We will issue the debt securities of each series only in registered form,
without coupons, in denominations of $1,000, or in such other currencies or
denominations as may be set forth in the applicable indenture or specified in,
or pursuant to, an authorizing resolution and/or supplemental indenture, if
any, relating to such series of debt securities.

   The principal of and interest, if any, on any series of debt securities will
be payable at the corporate trust office of the trustee, the address of which
will be stated in the applicable prospectus supplement. However, at our option,
interest payments may be made by check mailed to the address of the person
entitled thereto as it appears in the applicable register for such debt
securities.

   Subject to certain limitations imposed upon debt securities issued in
book-entry form, the debt securities of any series:

  .  will be exchangeable for any authorized denomination of other debt
     securities of the same series and of a like aggregate principal amount and
     tenor upon surrender of such debt securities at the trustee's corporate
     trust office or at the office of any registrar designated by us for such
     purpose; and

  .  may be surrendered for registration of transfer or exchange thereof at the
     corporate trust office of the trustee or at the office of any registrar
     designated by us for such purpose.

   No service charge will be made for any registration of transfer or exchange,
but we may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with certain transfers and exchanges.
We may act as registrar and may change any registrar without notice.

Certain Covenants

   The applicable prospectus supplement will describe any material covenants in
respect of a series of debt securities that are not described in this
prospectus.

   Unless otherwise indicated in the applicable prospectus supplement, senior
debt securities and the subordinated debt securities will include the
provisions described below.

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  Merger, Amalgamation, Consolidation or Sale of Assets

   We may not (1) consolidate or amalgamate with or merge into any other person
or convey, transfer, sell or lease our properties and assets substantially as
an entirety to any person, (2) permit any person to consolidate with or merge
into us or (3) permit any person to convey, transfer, sell or lease that
person's properties and assets substantially as an entirety to us unless:

  .  in the case of (1) and (2) above, if we are not the surviving person, the
     surviving person assumes the payment of the principal of, premium, if any,
     and interest on the debt securities and the performance of our other
     covenants under the applicable indenture, and

  .  in all cases, immediately after giving effect to the transaction, no event
     of default, and no event that, after notice or lapse of time or both,
     would become an event of default, will have occurred and be continuing.

   If we consolidate with or merge into any other corporation or entity, or
convey, transfer or lease all or substantially all of our properties and assets
as described in the preceding paragraph, the successor corporation or entity
shall succeed to and be substituted for us, and may exercise our rights and
powers under the indentures, and thereafter, except in the case of a lease, we
will be relieved of all obligations and covenants under the indentures and all
outstanding debt securities.

Ranking of Debt Securities

  General

   We currently conduct a significant amount of our operations through our
subsidiaries and our subsidiaries generate a significant amount of our
operating income and cash flow. As a result, distributions and advances from
our subsidiaries are, and will continue to be, a significant source of funds
necessary to meet our debt service obligations. Contractual provisions or laws,
as well as our subsidiaries' financial condition and operating and regulatory
requirements, may limit our ability to obtain cash from our subsidiaries that
we require to pay our debt service obligations. In addition, holders of the
debt securities will have a junior position to the claims of creditors of our
subsidiaries on their assets and earnings.

  Senior debt securities

   The senior debt securities will be our unsecured unsubordinated obligations
and will:

  .  rank equal in right of payment with all our other unsecured and
     unsubordinated indebtedness;

  .  be effectively subordinated in right of payment to all our secured
     indebtedness to the extent of the value of the assets securing such
     indebtedness; and

  .  be effectively subordinated to all of our subsidiaries' indebtedness.

   Except as otherwise set forth in the applicable senior indenture or
specified in an authorizing resolution and/or supplemental indenture, if any,
relating to a series of senior debt securities to be issued, there will be no
limitations in any senior indenture on the amount of additional indebtedness
which may rank equal with the senior debt securities or on the amount of
indebtedness, secured or otherwise, which may be incurred by any of our
subsidiaries.

  Subordinated debt securities

   The subordinated debt securities will be our unsecured subordinated
obligations. Unless otherwise provided in the applicable prospectus supplement,
the payment of principal of, interest on and all other amounts owing in respect
of the subordinated debt securities will be subordinated in right of payment to
the prior payment in full in cash of principal of, interest on and all other
amounts owing in respect of all of our senior indebtedness. Upon any payment or
distribution of our assets of any kind or character, whether in cash, property
or securities, to

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<PAGE>

creditors upon any total or partial liquidation, dissolution, winding up,
reorganization, assignment for the benefit of creditors or marshaling of our
assets or in a bankruptcy, reorganization, insolvency, receivership or other
similar proceeding relating to us or our property, whether voluntary or
involuntary, all principal of, interest on and all other amounts due or to
become due shall be paid, first, to all senior indebtedness in full in cash, or
such payment duly provided for to the satisfaction of the holders of senior
indebtedness, before any payment or distribution of any kind or character is
made on account of any principal of, interest on or other amounts owing in
respect of the subordinated debt securities, or for the acquisition of any of
the subordinated debt securities for cash, property or otherwise.

   If any default occurs and is continuing in the payment when due, whether at
maturity, upon any redemption, by declaration or otherwise, of any principal
of, interest on, unpaid drawings for letters of credit issued in respect of, or
regularly accruing fees with respect to, any senior indebtedness, no payment of
any kind or character shall be made by or on behalf of us or any other person
on our or their behalf with respect to any principal of, interest on or other
amounts owing in respect of the subordinated debt securities or to acquire any
of the subordinated debt securities for cash, property or otherwise.

   If any other event of default occurs and is continuing with respect to any
senior indebtedness, as such event of default is defined in the instrument
creating or evidencing such senior indebtedness, permitting the holders of such
senior indebtedness then outstanding to accelerate the maturity thereof and if
the representative (as defined in the applicable indenture) for the respective
issue of senior indebtedness gives written notice of the event of default to
the trustee (a "default notice"), then, unless and until all events of default
have been cured or waived or have ceased to exist or the trustee receives
notice from the representative for the respective issue of senior indebtedness
terminating the blockage period (as defined below), during the 179 days after
the delivery of such default notice (the "blockage period"), neither we nor any
other person on its behalf shall:

  .  make any payment of any kind or character with respect to any principal
     of, interest on or other amounts owing in respect of the subordinated debt
     securities; or

  .  acquire any of the subordinated debt securities for cash, property or
     otherwise.

   Notwithstanding anything herein to the contrary, in no event will a blockage
period extend beyond 179 days from the date the payment on the subordinated
debt securities was due and only one such blockage period may be commenced
within any 360 consecutive days. No event of default which existed or was
continuing on the date of the commencement of any blockage period with respect
to the senior indebtedness shall be, or be made, the basis for commencement of
a second blockage period by the representative of such senior indebtedness
whether or not within a period of 360 consecutive days unless such event of
default shall have been cured or waived for a period of not less than 90
consecutive days (it being acknowledged that any subsequent action, or any
breach of any financial covenants for a period commencing after the date of
commencement of such blockage period that, in either case, would give rise to
an event of default pursuant to any provisions under which an event of default
previously existed or was continuing shall constitute a new event of default
for this purpose).

   The subordinated indentures will not restrict the amount of our or our
subsidiaries' senior indebtedness or other indebtedness. As a result of the
foregoing provisions, in the event of our insolvency, holders of the
subordinated debt securities may recover ratably less than our general
creditors.

   "Senior indebtedness," unless otherwise specified in one or more applicable
supplemental indentures or approved pursuant to a board resolution in
accordance with the applicable indenture, means, with respect to us,

   (1) the principal (including redemption payments), premium, if any, interest
       and other payment obligations in respect of (A) our indebtedness for
       money borrowed and (B) our indebtedness evidenced by securities,
       debentures, bonds, notes or other similar instruments issued by us,
       including any such securities issued under any deed, indenture or other
       instrument to which we are a party (including, for the avoidance of
       doubt, indentures pursuant to which senior debt securities have been or
       may be issued);

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(2) all of our obligations issued or assumed as the deferred purchase price of
    property, all of our conditional sale obligations, all of our hedging
    agreements and agreements of a similar nature thereto and all agreements
    relating to any such agreements, and all of our obligations under any title
    retention agreement (but excluding trade accounts payable arising in the
    ordinary course of business);

(3) all of our obligations for reimbursement on any letter of credit, banker's
    acceptance, security purchase facility or similar credit transaction;

(4) all obligations of the type referred to in clauses (1) through (3) above of
    other persons for the payment of which we are responsible or liable as
    obligor, guarantor or otherwise;

(5) all obligations of the type referred to in clauses (1) through (4) above of
    other persons secured by any lien on any of our property or asset (whether
    or not such obligation is assumed by us) and

(6) any deferrals, amendments, renewals, extensions, modifications and
    refundings of all obligations of the type referred to in clauses (1)
    through (5) above, in each case whether or not contingent and whether
    outstanding at the date of effectiveness of the applicable indenture or
    thereafter incurred,

except, in each case, for the subordinated debt securities and any such other
indebtedness or deferral, amendment, renewal, extension, modification or
refunding that contains express terms, or is issued under a deed, indenture or
other instrument, which contains express terms, providing that it is
subordinate to or ranks equal with the subordinated debt securities.

   Such senior indebtedness shall continue to be senior indebtedness and be
entitled to the benefits of the subordination provisions of the applicable
indenture irrespective of any amendment, modification or waiver of any term of
such senior indebtedness and notwithstanding that no express written
subordination agreement may have been entered into between the holders of such
senior indebtedness and the trustee or any of the holders.

Discharge

   Under the terms of the indenture, we will be discharged from any and all
obligations in respect of the debt securities of any series and the applicable
indenture (except in each case for certain obligations to register the transfer
or exchange of debt securities, replace stolen, lost or mutilated debt
securities, maintain paying agencies and hold moneys for payment in trust) if
we deposit with the applicable trustee, in trust, moneys or U.S. government
obligations in an amount sufficient to pay all the principal of, and interest
on, the debt securities of such series on the dates such payments are due in
accordance with the terms of such debt securities.

   In addition, unless the applicable prospectus supplement and supplemental
indenture provide otherwise, we may elect either (1) to defease and be
discharged from any and all obligations with respect to such debt securities
("defeasance") or (2) to be released from our obligations with respect to such
debt securities under certain covenants in the applicable indenture, and any
omission to comply with such obligations will not constitute a default or an
event of default with respect to such debt securities ("covenant defeasance"):

  .  by delivering all outstanding debt securities of such series to the
     trustee for cancellation and paying all sums payable by it under such debt
     securities and the indenture with respect to such series; or

  .  after giving notice to the trustee of our intention to defease all of the
     debt securities of such series, by irrevocably depositing with the trustee
     or a paying agent

  .  in the case of any debt securities of any series denominated in U.S.
     dollars, cash or U.S. government obligations sufficient to pay all
     principal of and interest on such debt securities; and

  .  in the case of any debt securities of any series denominated in any
     currency other than U.S. dollars, an amount of the applicable currency in
     which the debt securities are denominated sufficient to pay all principal
     of and interest on such debt securities.

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   Such a trust may only be established if, among other things:

  .  the applicable defeasance or covenant defeasance does not result in a
     breach or violation of, or constitute a default under or any material
     agreement or instrument to which we are a party or by which we are bound;

  .  no event of default or event which with notice or lapse of time or both
     would become an event of default with respect to the debt securities to be
     defeased will have occurred and be continuing on the date of establishment
     of such a trust after giving effect to such establishment and, with
     respect to defeasance only, no bankruptcy proceeding with respect to us
     will have occurred and be continuing at any time during the period ending
     on the 91st day after such date; and

  .  we have delivered to the trustee an opinion of counsel (as specified in
     the applicable supplemental indenture) to the effect that the holders will
     not recognize income, gain or loss for U.S. federal income tax purposes as
     a result of such defeasance or covenant defeasance and will be subject to
     U.S federal income tax on the same amounts, in the same manner and at the
     same times as would have been the case if such defeasance or covenant
     defeasance had not occurred, and such opinion of counsel, in the case of
     defeasance, must refer to and be based upon a letter ruling of the
     Internal Revenue Service received by us, a Revenue Ruling published by the
     Internal Revenue Service or a change in applicable U.S. federal income tax
     law occurring after the date of the applicable supplemental indenture.

   In the event we effect covenant defeasance with respect to any debt
securities and such debt securities are declared due and payable because of the
occurrence of any event of default, other than an event of default with respect
to any covenant as to which there has been covenant defeasance, the government
obligations on deposit with the trustee will be sufficient to pay amounts due
on such debt securities at the time of the stated maturity but may not be
sufficient to pay amounts due on such debt securities at the time of the
acceleration resulting from such event of default.

Modification and Waiver

   We, when authorized by a board resolution, and the trustee may modify, amend
and/or supplement the applicable indenture and the applicable debt securities
with the consent of the holders of not less than a majority in principal amount
of the outstanding debt securities of all series affected thereby (voting as a
single class); provided, however, that such modification, amendment or
supplement may not, without the consent of each holder of the debt securities
affected thereby:

  .  change the stated maturity of the principal of or any installment of
     interest with respect to the debt securities;

  .  reduce the principal amount of, or the rate of interest on, the debt
     securities;

  .  change the currency of payment of principal of or interest on the debt
     securities;

  .  change the redemption provisions, if any, of any debt securities in any
     manner adverse to the holders of such series of debt securities;

  .  impair the right to institute suit for the enforcement of any payment on
     or with respect to the debt securities;

  .  reduce the above-stated percentage of holders of the debt securities of
     any series necessary to modify or amend the indenture relating to such
     series;

  .  modify the foregoing requirements or reduce the percentage of outstanding
     debt securities necessary to waive any covenant or past default;

  .  in the case of any subordinated indenture, modify the subordination
     provisions thereof in a manner adverse to the holders of subordinated debt
     securities of any series then outstanding; or

  .  in the case of any convertible debt securities, adversely affect the right
     to convert the debt securities into common shares or preference shares in
     accordance with the provisions of the applicable indenture.

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   Holders of not less than a majority in principal amount of the outstanding
debt securities of all series affected thereby (voting as a single class) may
waive certain past defaults and may waive compliance by us with any provision
of the indenture relating to such debt securities (subject to the immediately
preceding sentence); provided, however, that:

  .  without the consent of each holder of debt securities affected thereby, no
     waiver may be made of a default in the payment of the principal of or
     interest on any debt security; and

  .  only the holders of a majority in principal amount of debt securities of a
     particular series may waive compliance with a provision of the indenture
     relating to such series or the debt securities of such series having
     applicability solely to such series.

   We, when authorized by a board resolution, and the trustee may amend or
supplement the indentures or waive any provision of such indentures and the
debt securities without the consent of any holders of debt securities in some
circumstance, including:

  .  to cure any ambiguity, omission, defect or inconsistency;

  .  to make any change that does not, in the good faith opinion of our board
     of directors and the trustee, adversely affect the interests of holders of
     such debt securities in any material respect.

  .  to provide for the assumption of our obligations under the applicable
     indenture by a successor upon any merger, consolidation or asset transfer
     permitted under the applicable indenture;

  .  to provide any security for or guarantees of such debt securities;

  .  to add events of default with respect to such debt securities;

  .  to add covenants that would benefit the holders of such debt securities or
     to surrender any rights or powers we have under the applicable indenture;

  .  to make any change necessary for the registration of the debt securities
     under the Securities Act or to comply with the Trust Indenture Act or any
     requirement of the Commission in connection with the qualification of the
     applicable indenture under the Trust Indenture Act; provided, however,
     that such modification or amendment does not, in the good faith opinion of
     our board of directors and the trustee, adversely affect the interests of
     the holders of such debt securities in any material respect;

  .  to provide for uncertificated debt securities in addition to or in place
     of certificated debt securities;

  .  to add to or change any of the provisions of the applicable indenture to
     such extent as shall be necessary to permit or facilitate the issuance of
     the debt securities in bearer form, registrable or not registrable as to
     principal, and with or without interest coupons;

  .  to change or eliminate any of the provisions of the applicable indenture,
     provided, however, that any such change or elimination shall become
     effective only when there is no debt security outstanding of any series
     created prior to the execution of such supplemental indenture which is
     entitled to the benefit of such provision;

  .  to establish the form or terms of debt securities of any series as
     permitted by the applicable indenture; or

  .  to evidence and provide for the acceptance of appointment by a successor
     trustee with respect to the debt securities of one or more series and to
     add to or change any of the provisions of the applicable indenture as
     shall be necessary to provide for or facilitate the administration of the
     trusts under the applicable indenture by more than one trustee, pursuant
     to the requirements of the applicable indenture.

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Events of Default and Notice Thereof

   The following events are "events of default" with respect to any series of
debt securities issued thereunder:

   (1) failure to pay interest on any debt securities of such series within 60
       days of when due or principal of any debt securities of such series when
       due (including any sinking fund installment);

   (2) failure to perform any other agreement contained in the debt securities
       of such series or the indenture relating to such series (other than an
       agreement relating solely to another series of debt securities) for
       60 days after notice; and

   (3) certain events of bankruptcy, insolvency or reorganization with respect
       to us.

   Additional or different events of default, if any, applicable to the series
of debt securities in respect of which this prospectus is being delivered will
be specified in the applicable prospectus supplement.

   The trustee under such indenture shall, within 90 days after the occurrence
of any default (the term "default" to include the events specified above
without grace or notice) with respect to any series of debt securities actually
known to it, give to the holders of such debt securities notice of such
default; provided, however, that, except in the case of a default in the
payment of principal of or interest on any of the debt securities of such
series or in the payment of a sinking fund installment, the trustee for such
series shall be protected in withholding such notice if it in good faith
determines that the withholding of such notice is in the interest of the
holders of such debt securities; and provided, further, that in the case of any
default of the character specified in clause (2) above with respect to debt
securities of such series, no such notice to holders of such debt securities
will be given until at least 30 days after the occurrence thereof. We shall
certify to the trustee quarterly as to whether any default exists.

   In the case of an event of default, other than an event of default resulting
from bankruptcy, insolvency or reorganization, with respect to any series of
debt securities shall occur and be continuing, the trustee for such series or
the holders of at least 25% in aggregate principal amount of the debt
securities of such series then outstanding, by notice in writing to us (and to
the trustee for such series if given by the holders of the debt securities of
such series), will be entitled to declare all unpaid principal of and accrued
interest on such debt securities then outstanding to be due and payable
immediately.

   In the case of an event of default resulting from certain events of
bankruptcy, insolvency or reorganization, all unpaid principal of and accrued
interest on all debt securities of such series then outstanding shall be due
and payable immediately without any declaration or other act on the part of the
trustee for such series or the holders of any debt securities of such series.

   Such acceleration may be annulled and past defaults (except, unless
theretofore cured, a default in payment of principal of or interest on the debt
securities of such series) may be waived by the holders of a majority in
principal amount of the debt securities of such series then outstanding upon
the conditions provided in the applicable indenture.

   No holder of the debt securities of any series issued thereunder may pursue
any remedy under such indenture unless the trustee for such series shall have
failed to act after, among other things, notice of an event of default and
request by holders of at least 25% in principal amount of the debt securities
of such series of which the event of default has occurred and the offer to the
trustee for such series of indemnity satisfactory to it; provided, however,
that such provision does not affect the right to sue for enforcement of any
overdue payment on such debt securities.

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<PAGE>

Conversion and Exchange Rights

   The terms and conditions, if any, upon which the debt securities of any
series will be convertible into common shares or preference shares or upon
which the senior debt securities of any series will be exchangeable into
another series of debt securities will be set forth in the prospectus
supplement relating thereto. Such terms will include the conversion or exchange
price (or manner of calculation thereof), the conversion or exchange period,
provisions as to whether conversion or exchange will be at the option of the
holders of such series of debt securities or at our option or automatic, the
events requiring an adjustment of the conversion or exchange price and
provisions affecting conversion or exchange in the event of the redemption of
such series of debt securities.

The Trustee

   We will choose appropriate banks or trust companies to serve as the trustee
for each series of debt securities. The trustee for each series of debt
securities will be named in the prospectus supplement relating to each issuance
of debt securities. Each indenture will contain certain limitations on a right
of the trustee, as our creditor, to obtain payment of claims in certain cases,
or to realize on certain property received in respect of any such claim as
security or otherwise. The trustee will be permitted to engage in other
transactions; provided, however, that if it acquires any conflicting interest,
it must eliminate such conflict or resign.

   The holders of a majority in principal amount of all outstanding debt
securities of a series (or if more than one series is affected thereby, of all
series so affected, voting as a single class) will have the right to direct the
time, method and place of conducting any proceeding for exercising any remedy
or power available to the trustee for such series or all such series so
affected.

   In case an event of default shall occur (and shall not be cured) under any
indenture relating to a series of debt securities and is actually known to a
responsible officer of the trustee for such series, such trustee shall exercise
such of the rights and powers vested in it by such indenture and use the same
degree of care and skill in its exercise as a prudent person would exercise or
use under the circumstances in the conduct of his own affairs. Subject to such
provisions, the trustee will not be under any obligation to exercise any of its
rights or powers under the applicable indenture at the request of any of the
holders of debt securities unless they shall have offered to the trustee
security and indemnity satisfactory to it.

Governing Law

   The indentures and the debt securities will be governed by the laws of the
State of New York.

Global Securities; Book-Entry System

   We may issue the debt securities of any series in whole or in part in the
form of one or more global securities to be deposited with, or on behalf of, a
depository (the "depository") identified in the prospectus supplement relating
to such series. Global securities, if any, issued in the U.S. are expected to
be deposited with The Depository Trust Company ("DTC"), as depository. Global
securities will be issued in fully registered form and may be issued in either
temporary or permanent form. Unless and until it is exchanged in whole or in
part for the individual debt securities represented thereby, a global security
may not be transferred except as a whole by the depository for such global
security to a nominee of such depository or by a nominee of such depository to
such depository or another nominee of such depository or by such depository or
any nominee of such depository to a successor depository or any nominee of such
successor.

   The specific terms of the depository arrangement with respect to any series
of debt securities will be described in the prospectus supplement relating to
such series. We expect that unless otherwise indicated in the applicable
prospectus supplement, the following provisions will apply to depository
arrangements.

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   Upon the issuance of a global security, the depository for such global
security or its nominee will credit on its book-entry registration and transfer
system the respective principal amounts of the individual debt securities
represented by such global security to the accounts of persons that have
accounts with such depository ("participants"). Such accounts will be
designated by the underwriters, dealers or agents with respect to such debt
securities or by us if such debt securities are offered directly by us.
Ownership of beneficial interests in such global security will be limited to
participants or persons that may hold interests through participants.

   We expect that, pursuant to procedures established by DTC, ownership of
beneficial interests in any global security with respect to which DTC is the
depository will be shown on, and the transfer of that ownership will be
effected only through, records maintained by DTC or its nominee (with respect
to beneficial interests of participants) and records of participants (with
respect to beneficial interests of persons who hold through participants).
Neither we nor the trustee will have any responsibility or liability for any
aspect of the records of DTC or for maintaining, supervising or reviewing any
records of DTC or any of its participants relating to beneficial ownership
interests in the debt securities. The laws of some states require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and laws may impair the ability to own, pledge or
transfer beneficial interest in a global security.

   So long as the depository for a global security or its nominee is the
registered owner of such global security, such depository or such nominee, as
the case may be, will be considered the sole owner or holder of the debt
securities represented by such global security for all purposes under the
applicable indenture. Except as described below or in the applicable prospectus
supplement, owners of beneficial interest in a global security will not be
entitled to have any of the individual debt securities represented by such
global security registered in their names, will not receive or be entitled to
receive physical delivery of any such debt securities in definitive form and
will not be considered the owners or holders thereof under the applicable
indenture. Beneficial owners of debt securities evidenced by a global security
will not be considered the owners or holders thereof under the applicable
indenture for any purpose, including with respect to the giving of any
direction, instructions or approvals to the trustee thereunder. Accordingly,
each person owning a beneficial interest in a global security with respect to
which DTC is the depository must rely on the procedures of DTC and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interests, to exercise any rights of a holder under the
applicable indenture. We understand that, under existing industry practice, if
it requests any action of holders or if an owner of a beneficial interest in a
global security desires to give or take any action which a holder is entitled
to give or take under the applicable indenture, DTC would authorize the
participants holding the relevant beneficial interest to give or take such
action, and such participants would authorize beneficial owners through such
participants to give or take such actions or would otherwise act upon the
instructions of beneficial owners holding through them.

   Payments of principal of, and any interest on, individual debt securities
represented by a global security registered in the name of a depository or its
nominee will be made to or at the direction of the depository or its nominee,
as the case may be, as the registered owner of the global security under the
applicable indenture. Under the terms of the applicable indenture, we and the
trustee may treat the persons in whose name debt securities, including a global
security, are registered as the owners thereof for the purpose of receiving
such payments. Consequently, neither we nor the trustee has or will have any
responsibility or liability for the payment of such amounts to beneficial
owners of debt securities (including principal and interest). We believe,
however, that it is currently the policy of DTC to immediately credit the
accounts of relevant participants with such payments, in amounts proportionate
to their respective holdings of beneficial interests in the relevant global
security as shown on the records of DTC or its nominee. We also expect that
payments by participants to owners of beneficial interests in such global
security held through such participants will be governed by standing
instructions and customary practices, as is the case with securities held for
the account of customers in bearer form or registered in street name, and will
be the responsibility of such participants. Redemption notices with respect to
any debt securities represented by a global security will be sent to the
depository or its nominee. If less than all of the debt securities of any
series are to be redeemed, we expect the depository to determine the amount of
the interest of each participant in such debt securities to be redeemed to be
determined by lot. None of us, the trustee, any

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<PAGE>

paying agent or the registrar for such debt securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the global
security for such debt securities or for maintaining any records with respect
thereto.

   Neither we nor the trustee will be liable for any delay by the holders of a
global security or the depository in identifying the beneficial owners of debt
securities and we and the trustee may conclusively rely on, and will be
protected in relying on, instructions from the holder of a global security or
the depository for all purposes. The rules applicable to DTC and its
participants are on file with the Commission.

   If a depository for any debt securities is at any time unwilling, unable or
ineligible to continue as depository and a successor depository is not
appointed by us within 90 days, we will issue individual debt securities in
exchange for the global security representing such debt securities. In
addition, we may at any time and in our sole discretion, subject to any
limitations described in the prospectus supplement relating to such debt
securities, determine not to have any of such debt securities represented by
one or more global securities and in such event we will issue individual debt
securities in exchange for the global security or securities representing such
debt securities. Individual debt securities so issued will be issued in
denominations of $1,000 and integral multiples thereof.

   All moneys paid by us to a paying agent or a trustee for the payment of the
principal of or interest on any debt security which remain unclaimed at the end
of two years after such payment has become due and payable will be repaid to
us, and the holder of such debt security thereafter may look only to us for
payment thereof.

                           DESCRIPTION OF GUARANTEES

   Certain of our direct and indirect wholly-owned subsidiaries may guarantee
our obligations relating to our debt securities issued under this prospectus.

   The specific terms and provisions of each guarantee, including any
provisions relating to the subordination of any guarantee, will be described in
the applicable prospectus supplement. The obligations of each guarantor under
its guarantee will be limited as necessary to seek to prevent that guarantee
from constituting a fraudulent conveyance or fraudulent transfer under
applicable federal or state law.

                            DESCRIPTION OF WARRANTS

   We may issue warrants for the purchase of shares of our Class A common
stock, shares of preferred stock, any debt securities or junior subordinated
debentures. Warrants may be issued independently or together with shares of our
Class A common stock, shares of preferred stock, any debt securities or junior
subordinated debentures, offered by any prospectus supplement and may be
attached to or separate from shares of our Class A common stock, shares of
preferred stock or any debt securities or junior subordinated debentures. The
warrants will be issued under warrant agreements to be entered into between us
and such bank or trust company as is named in the prospectus supplement as
warrant agent, relating to the particular issue of warrants. The warrant agent
will act solely as our agent in connection with the warrants and will not
assume any obligation or relationship of agency or trust for or with any
holders of warrants or beneficial owners of warrants. The following description
summarizes certain general provisions of the form of warrant agreement to which
any prospectus supplement may relate. We will describe the specific terms of
any warrants and the extent, if any, to which the general provisions summarized
below may apply to any warrants in the prospectus supplement relating to those
warrants.

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<PAGE>

General

   If warrants are offered, the prospectus supplement will describe the terms
of the warrants, including the following:

  .  the offering price;

  .  the currency, currencies or currency units for which warrants may be
     purchased;

  .  the designation, number of shares and terms of our Class A common stock
     purchasable upon exercise of the common stock warrants and the price at
     which our shares of Class A common stock may be purchased upon such
     exercise;

  .  the designation, number of shares and terms of the preferred stock
     purchasable upon exercise of the preferred stock warrants and the price at
     which the shares of preferred stock may be purchased upon such exercise;

  .  the designation, aggregate principal amount, currency, currencies or
     currency units and terms of the debt securities or junior subordinated
     debentures purchasable upon exercise of the debt warrants and the price at
     which the debt securities or junior subordinated debentures may be
     purchased upon such exercise;

  .  if applicable, the designation and terms of our Class A common stock,
     preferred stock, the debt securities or junior subordinated debentures,
     with which the warrants are issued and the number of warrants issued with
     each share of Class A common stock, share of preferred stock, debt
     security or junior subordinated debenture upon such exercise;

  .  if applicable, the date on and after which the warrants and the related
     Class A common stock, preferred stock, debt securities or junior
     subordinated debentures, will be separately transferable;

  .  the date on which the right to exercise the warrants will commence and the
     date on which the right will expire;

  .  whether the warrants will be issued in registered or bearer form;

  .  a discussion of federal income tax, accounting and other special
     considerations, procedures and limitations relating to the warrants; and

  .  any other terms of the warrants.

   Warrants may be exchanged for new warrants of different denominations, may
(if in registered form) be presented for registration of transfer, and may be
exercised at the corporate trust office of the warrant agent or any other
office indicated in the prospectus supplement. Before the exercise of their
warrants, holders of warrants will not have any of the rights of holders of the
various securities purchasable upon the exercise of the warrants, including the
right to receive payments of dividends, if any, on our Class A common stock or
the preferred stock purchasable upon the exercise or to exercise any applicable
right to vote or to receive payments of principal of, any premium on, or any
interest on, the debt securities or junior subordinated debentures purchasable
upon the exercise or to enforce the covenants in the indenture. If we maintain
the ability to reduce the exercise price of any stock warrant and the right is
triggered, we will comply with the federal securities laws, including Rule
13e-4 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), to the extent applicable.

Exercise of Warrants

   Each warrant will entitle the holder to purchase a number of shares of our
Class A common stock or preferred stock, a principal amount of debt securities
or junior subordinated debentures at the exercise price as will in each case be
set forth in, or calculable from, the prospectus supplement relating to the
warrant. Warrants may be exercised at the times that are set forth in the
prospectus supplement relating to the warrants. After the close of business on
the date on which the warrant expires, or any later date to which we may extend
the expiration date, any unexercised warrants will become void.

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<PAGE>

   Subject to any restrictions and additional requirements that may be set
forth in a prospectus supplement relating thereto, warrants may be exercised by
delivery to the warrant agent of the certificate evidencing the warrants
properly completed and duly executed and of payment as provided in the
prospectus supplement of the amount required to purchase shares of our Class A
common stock or shares of preferred stock, the debt securities or junior
subordinated debentures purchasable upon exercise. The exercise price will be
the price applicable on the date of payment in full, as set forth in the
prospectus supplement relating to the warrants. Upon receipt of the payment and
the certificate representing the warrants to be exercised, properly completed
and duly executed at the corporate trust office of the warrant agent or any
other office indicated in the prospectus supplement, we will, as soon as
practicable, issue and deliver shares of our Class A common stock or shares of
preferred stock, the debt securities or junior subordinated debentures
purchasable upon exercise. If fewer than all of the warrants represented by a
certificate are exercised, a new certificate will be issued for the remaining
amount of warrants.

Additional Provisions

   The exercise price payable and the number of shares of our Class A common
stock or preferred stock purchasable upon the exercise of each stock warrant
may be adjusted to account for certain circumstances, including the issuance of
a stock dividend to holders of our Class A common stock or preferred stock,
respectively, or a combination, subdivision or reclassification of our Class A
common stock or preferred stock, respectively. In lieu of adjusting the number
of shares of our Class A common stock or preferred stock purchasable upon
exercise of each stock warrant, we may elect to adjust the number of stock
warrants. No adjustment in the number of shares purchasable upon exercise of
the stock warrants will be required until cumulative adjustments require an
adjustment of at least 1% thereof. We may, at our option, reduce the exercise
price at any time. No fractional shares will be issued upon the exercise of
stock warrants, but we will pay the cash value of any fractional shares
otherwise issuable. In case of any consolidation, merger, or sale or conveyance
of our property as an entirety or substantially as an entirety, the holder of
each outstanding stock warrant will have the right upon the exercise to the
kind and amount of shares of stock and other securities and property, including
cash, receivable by a holder of the number of shares of our Class A common
stock or preferred stock into which the stock warrants were exercisable
immediately prior thereto.

No Rights as Stockholders

   Holders of stock warrants will not be entitled, by virtue of holding stock
warrants, to vote, to consent, to receive dividends, to receive notice as
stockholders with respect to any meeting of stockholders for the election of
Entravision's directors or any other matter, or to exercise any rights
whatsoever as stockholders.

                                      41

<PAGE>

                             PLAN OF DISTRIBUTION

   We may sell the Registered Securities:

  .  through underwriters or dealers;

  .  directly to one or more purchasers;

  .  through agents; or

  .  through a combination of the foregoing methods of sale.

   A prospectus supplement will set forth the terms of the offering of the
Registered Securities offered thereby, including the name or names of any
underwriters, the purchase price of the Registered Securities, and the proceeds
to us from the sale, any underwriting discounts and other items constituting
underwriters' compensation, any public offering price, any discounts or
concessions allowed or reallowed or paid to dealers, and any securities
exchange or market on which our Class A common stock or other Registered
Securities may be listed. Only underwriters so named in such prospectus
supplement are deemed to be underwriters in connection with the Registered
Securities offered thereby.

   We may distribute the Registered Securities from time to time in one or more
transactions:

  .  at a fixed price or prices, which may be changed;

  .  at market prices prevailing at the time of sale;

  .  at prices related to such prevailing market prices; or

  .  at negotiated prices.

   We may also, from time to time, authorize dealers, acting as our agents, to
offer and sell securities upon the terms and conditions set forth in the
applicable prospectus supplement. In connection with the sale of securities,
we, or the purchasers of securities for whom the underwriters may act as
agents, may compensate underwriters in the form of underwriting discounts or
commissions. Underwriters may sell the securities to or through dealers, and
those dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent. Unless otherwise indicated in a prospectus
supplement, an agent will be acting on a best efforts basis and a dealer will
purchase securities as a principal, and may then resell the securities at
varying prices to be determined by the dealer.

   We will describe in the applicable prospectus supplement any compensation we
pay to underwriters or agents in connection with the offering of securities,
and any discounts, concessions or commissions allowed by underwriters to
participating dealers. Dealers and agents participating in the distribution of
securities may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the securities
may be deemed to be underwriting discounts and commissions.

   We may enter into agreements to indemnify underwriters, dealers and agents
against certain civil liabilities, including liabilities under the Securities
Act that may arise from any untrue statement or alleged untrue statement of a
material fact or any omission or alleged omission to state a material fact in
this prospectus, any supplement or amendment hereto, or in the Registration
Statement of which this prospectus forms a part, or to contribution with
respect to payments which the agents or underwriters may be required to make in
respect thereof. Agents and underwriters may engage in transactions with, or
perform services for, the Company, in the ordinary course of business.

                                      42

<PAGE>

                                 LEGAL MATTERS

   The law firm of Foley & Lardner will pass upon certain legal matters
relating to the validity of the securities offered by this prospectus. A
partner of Foley & Lardner holds 14,450 shares of our Class A common stock and
was granted an option to purchase 50,000 shares of our Class A common stock.

                                    EXPERTS

   Our consolidated financial statements, appearing in our Annual Report on
Form 10-K for the year ended December 31, 2001, have been audited by McGladrey
& Pullen, LLP, independent auditors, as set forth in their report included
therein and incorporated in this prospectus by reference. The consolidated
financial statements are incorporated in this prospectus in reliance upon such
report given upon the authority of that firm as experts in accounting and
auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

   We are subject to the informational requirements of the Exchange Act and, in
accordance with it, are required to file reports, proxy and information
statements, and other information with the Commission. Such reports, proxy and
information statements and other information can be inspected and copied at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. The public may obtain information about the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. We electronically
file reports, proxy and information statements, and other information with the
Commission. The Commission maintains an Internet website that contains our
electronically filed reports, proxy and information statements, and other
information at http://www.sec.gov.

   The Commission allows us to "incorporate by reference" in this prospectus
certain information which we file with the Commission. This means we can
fulfill our obligations to provide you with certain important information by
referring you to other documents which we have filed with the Commission. The
information which is incorporated by reference is an important part of this
prospectus.

   We are incorporating by reference in this prospectus the following documents
which we have filed, or may later file, with the Commission under the Exchange
Act. The information we file with the Commission later will automatically
update and supersede the present information.

   (a) Our Annual Report on Form 10-K for the fiscal year ended December 31,
2001 (SEC File No. 001-15997), which includes audited financial statements as
of and for the fiscal year ended December 31, 2001.

   (b) All other reports which we filed with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the document referred to in (a) above.

   (c) The description of our Class A common stock in our Registration
Statement on Form 8-A (SEC File No. 001-15997) filed with the Commission on
July 20, 2000 pursuant to Section 12 of the Exchange Act, which, in turn,
incorporated such description by reference to page 78 of our Preliminary
Prospectus dated April 20, 2000, filed with the Commission on April 21, 2000,
as part of our Registration Statement on Form S-1 (SEC File No. 333-35336), and
any amendments or reports filed to update the description.

   All documents which we file under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act between the date of this prospectus and the termination of the
offering shall be deemed to be incorporated by reference into this prospectus.
We will provide to each person to whom a prospectus is delivered, including any
beneficial owner, a

                                      43

<PAGE>

copy of any or all of the information which is incorporated by reference in
this prospectus but which is not delivered with this prospectus.

   This prospectus is part of a Registration Statement on Form S-3 that has
been filed with the Commission. It does not include all of the information that
is in the Registration Statement and the additional documents filed as exhibits
with it. For more detailed information, you should read the exhibits themselves.

   We will provide without charge to each person to whom this prospectus is
delivered, upon request, a copy of any or all of the documents described above
that have been or may be incorporated by reference in this prospectus other
than exhibits to those documents, unless the exhibits are specifically
incorporated by reference into the documents. Any such requests should be
directed to:

                                General Counsel
                    Entravision Communications Corporation
                    2425 Olympic Boulevard, Suite 6000 West
                        Santa Monica, California 90404
                                (310) 447-3870

   You should rely only on the information in this prospectus or any prospectus
supplement or incorporated by reference in either of them. We have not
authorized anyone else to provide you with different information. Offers of the
Registered Securities are being made only in states where the offers are
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of those documents. If information in incorporated documents conflicts
with information in this prospectus, you should rely on the most recent
information. If information in an incorporated document conflicts with
information in another incorporated document, you should rely on the most
recent incorporated document.

   We maintain a website at http://www.entravision.com.

                                      44

<PAGE>

================================================================================

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

   No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained in this prospectus in
connection with the offering covered by this prospectus. If given or made, such
information or representations must not be relied upon as having been
authorized by Entravision Communications Corporation or any underwriter. This
prospectus does not constitute an offer to sell, or a solicitation of any offer
to buy, securities in any jurisdiction to any person to whom, it is unlawful to
make such an offer or solicitation in such jurisdiction. Neither the delivery
of this prospectus nor any sale made under this prospectus shall, under any
circumstances, create any implication that the information contained in this
prospectus is correct as of any time after the date of the prospectus or that
there has been no change in the affairs of Entravision Communications
Corporation after the date of this prospectus.

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

                                 $500,000,000

                          ENTRAVISION COMMUNICATIONS
                                  CORPORATION

                             CLASS A COMMON STOCK
                                PREFERRED STOCK
                                DEBT SECURITIES
                                   WARRANTS

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

                                  PROSPECTUS

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


                                          , 2002




================================================================================

<PAGE>

                                    PART II

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

   The following table sets forth an itemized estimate of fees and expenses
(other than the Commission registration fee which is not an estimate),
excluding underwriting discounts and commissions, payable in connection with
the offering described in this Registration Statement. All such fees and
expenses will be borne by Entravision.

<TABLE>
          <S>                                                 <C>
          Securities and Exchange Commission registration fee $ 46,000
          Counsel fees and expenses..........................  100,000
          Accounting fees and expenses.......................   50,000
          Blue Sky fees and expenses.........................   15,000
          Transfer agent and registrar fees..................    3,500
          Miscellaneous......................................   10,500
                                                              --------
             Total........................................... $225,000
                                                              ========
</TABLE>

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

  Registrants Incorporated or Organized Under Delaware Law

   Entravision Communications Corporation, Arizona Radio, Inc., Embarcadero
Media, Inc., Entravision-Texas L.P., Inc., Latin Communications Inc., Latin
Communications EXCL Inc., Latin Communications Group Inc., Los Cerezos
Television Company, Personal Achievement Radio, Inc., VEA Acquisition Corp.,
Vista Media Group, Inc., Vista Media Group of New York, Inc., Vista Outdoor
Advertising, Inc. (N.Y.), Vista Outdoor Advertising, Inc. (CAL.), Z-Spanish
Media Corporation and WLQY Broadcasting, Inc. are incorporated under the laws
of the State of Delaware.

   Section 145 of the Delaware General Corporation Law ("Section 145"), as the
same exists or may hereafter be amended, provides that a Delaware corporation
may indemnify any persons who were, are or are threatened to be made, parties
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person is or
was an officer, director, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the corporation's best
interests and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his or her conduct was illegal. A Delaware
corporation may indemnify any persons who are, were or are threatened to be
made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, provided such
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests, provided that no
indemnification is permitted without judicial approval if the officer,
director, employee or agent is adjudged to be liable to the corporation. Where
an officer, director, employee or agent is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him or her against the expenses which such officer or director has
actually and reasonably incurred.

   Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the

                                     II-1

<PAGE>

corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him or her and incurred by
him or her in any such capacity, arising out of his or her status as such,
whether or not the corporation would otherwise have the power to indemnify him
or her under Section 145.

   Entravision's Restated Certificate provides that, to the fullest extent
permitted by Delaware law, as it may be amended from time to time, none of our
directors will be personally liable to us or our stockholders for monetary
damages resulting from a breach of fiduciary duty as a director, except for (i)
liability resulting from a breach of the director's duty of loyalty to us or
our stockholders, (ii) acts or omissions which are not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) unlawful
payment of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law or (iv) a transaction
from which the director derived an improper personal benefit.

   Entravision's Restated Certificate also provides mandatory indemnification
for the benefit of our directors and officers and discretionary indemnification
for the benefit of our employees and agents, in each instance to the fullest
extent permitted by Delaware law, as it may be amended from time to time. In
addition, we have entered into individual indemnification agreements with each
of our directors and officers providing additional indemnification benefits.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors or officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. We provide directors' and
officers' liability insurance coverage for our directors and officers.

   The articles of incorporation and/or bylaws of each of Arizona Radio, Inc.,
Embarcadero Media, Inc., Entravision-Texas L.P., Inc., Latin Communications
Inc., Latin Communications EXCL Inc., Latin Communications Group Inc., Los
Cerezos Television Company, Personal Achievement Radio, Inc., VEA Acquisition
Corp., Vista Media Group, Inc., Vista Media Group of New York, Inc., Vista
Outdoor Advertising, Inc. (N.Y.), Vista Outdoor Advertising, Inc. (CAL.) and
Z-Spanish Media Corporation provide that the company shall indemnify its
directors and officers to the fullest extent permitted by applicable law. The
bylaws of WLQY Broadcasting, Inc. provide that the company shall indemnify its
directors and officers to the fullest extent permitted by applicable law,
except as to (i) amounts paid in settlement or other disposition of any action,
suit or proceeding instituted by or in right of the company, (ii) matters of
negligence or misconduct in the performance of duties owed to the company or
(iii) criminal matters.

   Entravision-Texas G.P., LLC, Entravision Communications Company, L.L.C.,
Entravision Communications Of Midland, LLC, Entravision, L.L.C. and
Entravision-El Paso, L.L.C. are organized as limited liability companies under
the laws of the State of Delaware.

   Section 18-108 of the Delaware Limited Liability Company Act provides that a
limited liability company, subject to any standards and restrictions in its
limited liability company agreement, may indemnify and hold harmless any member
or manager or other person from and against any and all claims and demands.

   The operating agreement and/or the certificate of formation of each of
Entravision-Texas G.P., LLC, Entravision Communications Company, L.L.C.,
Entravision Communications Of Midland, LLC, Entravision, L.L.C. and
Entravision-El Paso, L.L.C. provides that the company shall indemnify its
members, managers or officers to the fullest extent permitted by applicable
law. The operating agreement of Entravision Communications Of Midland, LLC
provides that the company shall indemnify its members, managers or officers to
the extent not inconsistent with applicable law. The operating agreement of
Entravision Communications Company, L.L.C. provides that the company shall
indemnify its members, managers or officers under applicable law.

                                     II-2

<PAGE>

  Registrants Incorporated Under Arizona Law

   Glendale Broadcasting, Inc., KZLZ Broadcasting, Inc., KZPZ Broadcasting,
Inc. and KZPZ License Corporation are incorporated under the laws of the State
of Arizona.

   Section 10-851 of the Arizona Business Corporation Act (the "Arizona Act")
permits indemnification of present and former directors, officers, employees or
agents of an Arizona corporation, whether or not authority for such
indemnification is contained in the indemnifying corporation's articles of
incorporation or bylaws, only if a majority of the corporation's disinterested
directors, independent legal counsel, or the shareholders find (i) that the
conduct of the individual to be indemnified was in good faith and that the
individual reasonably believed that the conduct was in the corporation's best
interests (in the case of conduct in an "official capacity" with the
corporation) or (ii) that the conduct was at least not opposed to the
corporation's best interests (in all other cases). In the case of any criminal
proceeding, the finding must be to the effect that the individual had no
reasonable cause to believe the conduct was unlawful. Indemnification is
permitted with respect to expenses, judgments, fines, and amounts paid in
settlement by such individuals. Indemnification under the Arizona Act is
permissive, except in the event of a successful defense, in which case a
director or officer must be indemnified against reasonable expenses, including
attorneys' fees, incurred in connection with the proceeding. In addition, the
Arizona Act requires Arizona corporations to indemnify any "outside director"
(a director who is not an officer, employee, or holder of five percent or more
of any class of the corporation's stock) against liability unless the
corporation's articles of incorporation limit such indemnification, the outside
director is adjudged liable in a proceeding by or in the right of the
corporation or in any other proceeding charging improper personal benefit to
the director, or a court determines, before payment to the outside director,
that the director failed to meet the standards of conduct described in the
preceding paragraph. A court may also order that an individual be indemnified
if the court finds that the individual is fairly and reasonably entitled to
indemnification in light of all of the relevant circumstances, whether or not
the individual has met the standards of conduct in this paragraph.

   The articles of incorporation and bylaws of each of Glendale Broadcasting,
Inc., KZLZ Broadcasting, Inc., KZPZ Broadcasting, Inc. and KZPZ License
Corporation provide that the company shall indemnify its directors and officers
in circumstances in which indemnification is permitted by law.

  Registrants Incorporated Under California Law

   Entravision San Diego, Inc., The Community Broadcasting Company of San
Diego, Incorporated, EMI Sacramento Radio, Inc., EMI Los Angeles Radio, Inc.,
NEWKKSJ, Inc., Norte Broadcasting, Inc., Oroville Radio, Inc., Pacifico
Broadcasting, Inc., Riverside Radio, Inc., Sur Broadcasting, Inc., KHZZ
Broadcasting, Inc., KPPC Radio, Inc., KZCO Broadcasting, Inc., KZFO
Broadcasting, Inc., KZMS Broadcasting, Inc., KZSL Broadcasting, Inc., KZST
Broadcasting, Inc., Vista Television, Inc. and Channel Fifty Seven, Inc. are
incorporated under the laws of the State of California.

   Section 317 of the General Corporation Law of California provides that a
corporation has the power to indemnify any person who was or is a party or is
threatened to be made a party to any proceeding, other than in an action by or
in the right of the corporation to obtain a favorable judgment for itself, by
reason of the fact that such person is or was an agent of the corporation,
against expenses actually and reasonably incurred in connection with the
proceeding, if the person acted in good faith and in a manner the person
reasonably believed to be in the best interests of the corporation and, in the
case of criminal proceedings, had no reasonable cause to believe that the
conduct was unlawful. In the case of suits by or on behalf of a corporation to
obtain a judgment in its favor, a corporation has the power to indemnify any
person who was or is a party or is threatened to made a party to such
proceeding by reason of the fact that the person is or was the corporation's
agent, against expenses actually and reasonably incurred, if the person acted
in good faith in a manner the person believed to be in the best interests of
the corporation and its shareholders, except that no such indemnification may
be made for claims as to which the person shall have been adjudged to be liable
to the corporation in the performance of that person's duty to the corporation,
unless and then only to the extent a court determines otherwise.

                                     II-3

<PAGE>

   Section 204 of the General Corporation Law of California provides that a
corporation may in its articles of incorporation provide for the
indemnification by the corporation of directors and officers while acting in
their capacities as such but not involving a breach of duty to the corporation
and its shareholders. Such a provision in the articles of incorporation is
construed to be a provision for indemnification under both Sections 204 and
317 of the General Corporation Law of California.

   The articles of incorporation of each of The Community Broadcasting Company
of San Diego, Incorporated, EMI Sacramento Radio, Inc., EMI Los Angeles Radio,
Inc., NEWKKSJ, Inc., Norte Broadcasting, Inc., Pacifico Broadcasting, Inc.,
Riverside Radio, Inc., Sur Broadcasting, Inc., KHZZ Broadcasting, Inc.,
KZCO Broadcasting, Inc., KZFO Broadcasting, Inc., KZMS Broadcasting, Inc., KZSL
Broadcasting, Inc., Vista Television, Inc., KZST Broadcasting, Inc. and Channel
Fifty Seven, Inc. provide that the company shall indemnify its directors and
officers to the fullest extent permitted by applicable law. The bylaws of
Entravision San Diego, Inc. provide that the Company shall indemnify its
directors and officers to the fullest extent permitted by applicable law.
Neither the articles of incorporation nor the bylaws of each KPPC Radio, Inc.
and Oroville Radio, Inc. contain provisions specifically addressing the
indemnification of directors or officers of the company.

  Registrants Incorporated Under Colorado Law

   Aspen FM, Inc. is incorporated under the laws of the State of Colorado.

   Section 7-108-402 of the Colorado Business Corporation Act (the "Colorado
Act") provides that a corporation may, in its articles of incorporation,
eliminate or limit the personal liability of a director or officer if the
person acted in good faith and in a manner the person reasonably believed to be
in the best interests of the corporation (in the case of conduct in an
"official capacity" with the corporation) or that the conduct was at least not
opposed to the corporation's best interests (in all other cases). In the case
of any criminal proceeding, the finding must be to the effect that the
individual had no reasonable cause to believe the conduct was unlawful.
Indemnification is permitted with respect to expenses, judgments, fines, and
amounts paid in settlement by such individuals. Indemnification under the
Colorado Act is permissive, except in the event of a successful defense, in
which case a director or officer must be indemnified against reasonable
expenses, including attorneys' fees, incurred in connection with the proceeding.

   Neither the articles of incorporation nor the bylaws of Aspen FM, Inc.
contain provisions specifically addressing the indemnification of directors or
officers of the company.

  Registrants Incorporated Under Illinois Law

   EXCL Holdings, Inc., EXCL Communications, Inc., Metro Mix, Inc., Norte
Broadcasting of Colorado, Inc., Sur Broadcasting of Colorado, Inc., WRZA
Broadcasting, Inc. and WZCO Broadcasting, Inc. are incorporated under the laws
of the State of Illinois.

   Section 8.75 of the Illinois Business Corporation Act of 1983 ("Section
8.75") permits, and in some circumstances requires, indemnification of
officers, directors and employees, subject to the procedures and limitations
stated therein, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with any threatened, pending or completed action, suit or
proceeding to which such person is made a party or threatened to be made a
party by reason of his being or having been a director, officer, employee or
agent of an Illinois corporation, or serving or having served at the request of
an Illinois corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise if (i) s/he
acted in good faith, (ii) in the case of conduct in his or her official
capacity with the corporation, s/he reasonably believed his or her conduct was
in the best interests of the corporation or, in all other cases, s/he
reasonably believed his or her conduct was at least not opposed to the best
interests of the corporation (or with respect to an employee benefit plan, s/he
reasonably believed his or her conduct was in the interests of the participants
in and beneficiaries of the plan) and (iii) with

                                     II-4

<PAGE>

respect to any criminal action or proceeding, s/he had reasonable cause to
believe his or her conduct was lawful or no reasonable cause to believe his or
her conduct was unlawful.

   Section 8.75 further provides that indemnification is not exclusive of other
rights of indemnification to which a person may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, and
that such indemnification shall continue as to a director, officer, employee or
agent of an Illinois corporation who has ceased to serve in such capacity, and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

   The articles of incorporation and/or bylaws of each of EXCL Holdings, Inc.,
EXCL Communications, Inc., Metro Mix, Inc., Norte Broadcasting of Colorado,
Inc., Sur Broadcasting of Colorado, Inc., WRZA Broadcasting, Inc. and WZCO
Broadcasting, Inc. provide that the company shall indemnify its directors and
officers to the fullest extent permitted by applicable law.

  Registrants Incorporated Under Indiana Law

   New WNDZ, Inc. is incorporated under the laws of the State of Indiana.

   Section 23-1-37-8 of the Indiana Code (the "Indiana Act") provides that an
Indiana corporation may indemnify an individual made a party to a proceeding
because the individual is or was a director if (i) the individual's conduct was
in good faith, (ii) the individual reasonably believed that, in the case of
conduct in the individual's official capacity with the corporation, his or her
conduct was in the best interests of the corporation and, in all other cases,
his or her conduct was at least not opposed to the best interests of the
corporation and (iii) in the case of a criminal proceeding, that the director
either had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe that such conduct was unlawful. The termination of
a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent is not, of itself, determinative that a director
did not meet the required standard of conduct. Section 23-1-37-9 of the Indiana
Act requires a corporation, unless limited by its articles of incorporation, to
indemnify a director who has been wholly successful on the merits or otherwise
in the defense of a proceeding against reasonable expenses (including counsel
fees) so incurred.

   Section 23-1-37-10 of the Indiana Act authorizes a corporation to pay for or
reimburse the reasonable expenses (including counsel fees) incurred by a
director in advance of final disposition of a proceeding upon (i) a
determination that, in light of the facts then known, indemnification is
permissible, (ii) receipt by the corporation of a written affirmation by the
director of his or her good faith belief that the required standard of conduct
has been met and (iii) receipt by the corporation of a written undertaking by
the director to repay any such advance if it is ultimately determined that the
director did not meet the required standard of conduct.

   Pursuant to Section 23-1-37-11 of the Indiana Act, a director may apply for
indemnification to a court of competent jurisdiction. Also, pursuant to Section
23-1-37-13 of the Indiana Act, an officer is entitled to mandatory
indemnification under Section 23-1-37-9 of the Indiana Act, and to apply for
court-ordered indemnification under Section 23-1-37-11 of the Indiana Act to
the same extent as a director.

   A corporation may indemnify and advance expenses to an officer, employee or
agent to the same extent as to a director. Pursuant to Section 23-1-37-14 of
the Indiana Act, a corporation may purchase and maintain insurance on behalf of
an individual who is a director, officer, employee or agent of the corporation,
whether or not the corporation would have power by statute to indemnify the
individual against the same liability. Section 23-1-37-15 of the Indiana Act
provides that the statutory provisions do not exclude any other rights to
indemnification and advance for expenses that a person may otherwise have.

   The articles of incorporation of New WNDZ, Inc. provide that the company
shall indemnify its directors and officers to the fullest extent permitted by
applicable law.

                                     II-5

<PAGE>

  Registrants Incorporated Under Nevada Law

   Meridian Communications Company, Norte Broadcasting of Nevada, Inc., Radio
Exito, Inc. and Sextant Broadcasting Company are incorporated under the laws of
the State of Nevada.

   Section 78.037 of the Nevada Revised Statutes provides generally that the
articles of incorporation of a Nevada corporation may contain a provision
eliminating or limiting the personal liability of a director or officer to the
corporation or its shareholders for damages for breach of fiduciary duty as a
director other than acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law. A Nevada corporation may also indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation, by reason of the fact that s/he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
the action, suit or proceeding if he acted in good faith and in a manner which
s/he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. A Nevada corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
s/he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if s/he acted in good
faith and in a manner which s/he reasonably believed to be in or not opposed to
the best interests of the corporation.

   Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper. To the extent that a
director, officer, employee or agent of a corporation has been successful on
the merits or otherwise, the corporation shall indemnify him or her against
expenses, including attorneys' fees, actually and reasonably incurred by him or
her in connection with the defense of an action or suit.

   The articles of incorporation of each of Meridian Communications Company,
Norte Broadcasting of Nevada, Inc. and Sextant Broadcasting Company provide
that the company shall indemnify its directors and officers to the fullest
extent permitted by applicable law. Neither the articles of incorporation nor
the bylaws of Radio Exito, Inc. contain provisions specifically addressing the
indemnification of directors or officers of the company.

  Registrants Incorporated Under New Mexico Law

   Norte Broadcasting of New Mexico, Inc. and SUR Broadcasting of New Mexico,
Inc. are incorporated under the laws of the State of New Mexico.

   Section 53-11-4.1 of the Business Corporation Act of the State of New Mexico
(the "New Mexico Act") provides that a corporation shall have power to
indemnify any person made (or threatened to be made) a party to any proceeding
(whether threatened, pending or completed) by reason of the fact that the
person is or was a

                                     II-6

<PAGE>

director (or, while a director, is or was serving in any of certain other
capacities) if (i) the person acted in good faith, (ii) the person reasonably
believed: (a) in the case of conduct in the person's official capacity with the
corporation, that the person's conduct was in its best interests; and (b) in
all other cases, that the person's conduct was at least not opposed to its best
interests, and (iii) in the case of any criminal proceeding, the person had no
reasonable cause to believe the person's conduct was unlawful. Indemnification
may be made against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by the person in connection with the proceeding, but
may be limited or unavailable with respect to certain proceedings. In some
instances, indemnification of a director may be mandatory or, upon the
application of a director, may be ordered by a court. Reasonable expenses
incurred by a director may, under certain circumstances, be paid or reimbursed
in advance of a final disposition of a proceeding. Unless limited by its
articles of incorporation, a corporation may (or, as the case may be, shall)
indemnify and advance expenses to an officer of the corporation to the same
extent as to a director under Section 53-11-4.1.

   Unless limited by its articles of incorporation, a corporation has (i) the
power to indemnify and to advance expenses to an employee or agent of the
corporation to the same extent that it may indemnify and advance expenses to
directors under the statute and (ii) additional power to indemnify and to
advance reasonable expenses to an officer, employee or agent who is not a
director to such further extent, consistent with law, as may be provided by its
articles of incorporation, bylaws, general or specific action of its board of
directors, or contract. Section 53-11-4.1 of the New Mexico Act provides that
indemnification authorized thereunder shall not be deemed exclusive of any
rights to which those seeking indemnification may be entitled under the
articles of incorporation, the by-laws, an agreement, a resolution of
shareholders or directors or otherwise.

   Neither the articles of incorporation nor the bylaws of each of Norte
Broadcasting of New Mexico, Inc. and SUR Broadcasting of New Mexico, Inc.
contain provisions specifically addressing the indemnification of directors or
officers of the company.

  Registrants Incorporated Under New York Law

   Sale Point Posters, Inc. and Seaboard Outdoor Advertising Co., Inc. are
incorporated under the laws of the State of New York .

   Sections 722 through 726 of the New York Business Corporation Law (the "New
York Act") (i) grant New York corporations broad powers to indemnify their
present and former directors and officers and those of affiliated corporations
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with threatened,
pending or completed actions, suits or proceedings to which they are parties or
are threatened to be made parties by reason of being or having been such
directors or officers, subject to specified conditions and exclusions, (ii)
give a director or officer who successfully defends an action the right to be
so indemnified and (iii) permit a corporation to buy directors' and officers'
liability insurance. Such indemnification is not exclusive of any other rights
to which those indemnified may be entitled under any bylaws, agreement, vote of
shareholders or otherwise. Section 402(b) of the New York Act permits a New
York corporation to include in its certificate of incorporation a provision
eliminating the potential monetary liability of a director to the corporation
or its stockholders for breach of fiduciary duty as a director, provided that
such provision shall not eliminate the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for improper
payment of dividends, improper purchase of the shares of the corporation,
improper distribution of assets to shareholders after dissolution of the
corporation and improper making of any loan or (iv) for any transaction from
which the director receives an improper personal benefit or other advantage.

                                     II-7

<PAGE>

   The bylaws of each of Sale Point Posters, Inc. and Seaboard Outdoor
Advertising Co., Inc. provide that the company shall indemnify its directors
and officers to the fullest extent permitted by New York law.

  Registrants Incorporated or Organized Under Texas Law

   KTLR Broadcasting, Inc. is incorporated under the laws of the State of Texas.

   The Texas Business Corporation Act permits, and in some cases requires,
corporations to indemnify directors and officers who are or have been a party
or are threatened to be made a party to litigation against judgments,
penalties, including excise and similar taxes, fines, settlements, and
reasonable expenses under certain circumstances. Article 2.02-1 of the Texas
Business Corporation Act provides that each director and officer may be
indemnified by the corporation against reasonable expenses, including
attorney's fees, judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceedings in which that person is
involved by reason of the fact that that person is or was a director or officer
of the corporation if the person acted in good faith and in a manner that the
person reasonably believed to be in or not opposed to the corporation's best
interests, and, with respect to any criminal action or proceeding, if the
person had no reasonable cause to believe that his or her conduct was unlawful.

   The bylaws of KTLR Broadcasting, Inc. provide that the company shall
indemnify its directors and officers except for actions, suits or proceedings
instituted by or in right of the company and except as to matters in which the
director of officer was liable for negligence or misconduct in the performance
of duties to the company.

   Entravision-Texas Limited Partnership is organized as a limited partnership
under the laws of the State of Texas.

   Section 11.02 of the Texas Revised Limited Partnership Act (the "Texas Act")
provides that, if provided in a written partnership agreement, a limited
partnership may indemnify a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding because the person is or was a
general partner only if it is determined in accordance that the person (i)
acted in good faith, (ii) reasonably believed: (a) in the case of conduct in
the person's official capacity as a general partner of the limited partnership,
that the person's conduct was in the limited partnership's best interests; and
(b) in all other cases, that the person's conduct was at least not opposed to
the limited partnership's best interests and (iii) in the case of a criminal
proceeding, had no reasonable cause to believe that the person's conduct was
unlawful. Except as set forth below, a general partner may not be indemnified
under Section 11.02 of the Texas Act with respect to a proceeding in which: (1)
the person is found liable on the basis that the person improperly received
personal benefit, whether or not the benefit resulted from an action taken in
the person's official capacity or (2) the person is found liable to the limited
partnership or the limited partners. The termination of a proceeding by
judgment, order, settlement, conviction, or on a plea of nolo contendere or its
equivalent does not alone determine that the person did not meet the
requirements provided by Section 11.02 of the Texas Act. A person is considered
to have been found liable in relation to any claim, issue, or matter only if
the person has been adjudged liable by a court of competent jurisdiction and
all appeals have been exhausted. A general partner may be indemnified under
Section 11.02 of the Texas Act against judgments, penalties, including excise
and similar taxes, fines, settlements, and reasonable expenses actually
incurred by the person in connection with the proceeding, except that if the
person is found liable to the limited partnership or the limited partners or is
found liable on the basis that the person improperly received personal benefit,
the indemnification (i) is limited to reasonable expenses actually incurred by
the person in connection with the proceeding and (ii) shall not be made in
relation to a proceeding in which the person has been found liable for willful
or intentional misconduct in the performance of the person's duty to the
limited partnership or the limited partners. A determination that
indemnification is permissible under Section 11.02 of the Texas Act must be
made (i) by a majority vote of a quorum consisting of general partners who at
the time of the vote are not named defendants or respondents in the proceeding,
(ii) by special legal counsel selected by the general partners by majority vote
of all general partners or (iii) by a majority in interest of the limited

                                     II-8

<PAGE>

partners in a vote that excludes the interests held by general partners who are
named defendants or respondents in the proceeding. A limited partnership shall
indemnify a general partner against reasonable expenses incurred by the general
partner in connection with a proceeding in which the general partner is a named
defendant or respondent because the general partner is or was a general partner
if the general partner has been wholly successful, on the merits or otherwise,
in the defense of the proceeding. If, in a suit for the mandatory
indemnification required by Section 11.08 of the Texas Act, a court of
competent jurisdiction determines that the general partner is entitled to
indemnification under that section, the court shall order indemnification and
shall award to the general partner the expenses incurred in securing the
indemnification.

   A limited partnership may indemnify and advance expenses to a limited
partner, employee, or agent of the limited partnership to the same extent that
it may indemnify and advance expenses to a general partner under the Act. A
limited partnership may also indemnify and advance expenses to persons who are
not or were not limited partners, employees, or agents of the limited
partnership but who are or were serving at the request of the limited
partnership as a representative of another enterprise to the same extent that
it may indemnify and advance expenses to a general partner under this article.
A limited partnership may further indemnify and advance expenses to a limited
partner, employee, agent, or person identified above and who is not a general
partner, to the extent, consistent with law, provided by its partnership
agreement, by general or specific action of its general partner, by contract,
or as permitted or required by common law.

   Except as otherwise provided by the Texas Act, and unless otherwise provided
by the partnership agreement, a limited partnership may purchase and maintain
insurance or another arrangement on behalf of any person described above
against any liability asserted against the person and incurred by the person in
that capacity or arising out of the person's status in that capacity,
regardless of whether the limited partnership would have the power to indemnify
the person against that liability under the Texas Act.

   The limited partnership agreement of Entravision-Texas Limited Partnership
provides that general partners shall be indemnified, except where a general
partner is guilty of fraud, bad faith, negligence or other breach of fiduciary
duty.

  Registrants Incorporated Under Washington Law

   Portland Radio Inc. is incorporated under the laws of the State of
Washington.

   Section 23B.08.500 of the Washington Business Corporation Act provides that,
except as provided below, a corporation may indemnify an individual made a
party to a proceeding because the individual is or was a director against
liability incurred in the proceeding if (i) the individual acted in good faith
and (ii) the individual reasonably believed: (1) in the case of conduct in the
individual's official capacity with the corporation, that the individual's
conduct was in its best interests; and (2) in all other cases, that the
individual's conduct was at least not opposed to its best interests and (iii)
In the case of any criminal proceeding, the individual had no reasonable cause
to believe the individual's conduct was unlawful. The termination of a
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent is not, of itself, determinative that the director
did not meet the standard of conduct described in this section. A corporation
may not indemnify a director under this section (i) in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation or (ii) in connection with any other
proceeding charging improper personal benefit to the director, whether or not
involving action in the director's official capacity, in which the director was
adjudged liable on the basis that personal benefit was improperly received by
the director. Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

   The articles of incorporation and the bylaws of Portland Radio Inc. provide
that the company shall indemnify its directors and officers to the fullest
extent permitted by Washington law.


                                     II-9

<PAGE>

ITEM 16.  EXHIBITS

   See the Exhibit Index included in this Registration Statement, which is
incorporated herein by reference.

ITEM 17.  UNDERTAKINGS

   The registrant hereby undertakes:

   (1) To file, during any period in which offers or sales are being made, a
       post-effective amendment to this registration statement to include any
       material information with respect to the plan of distribution not
       previously disclosed in the registration statement or any material
       change to such information in the registration statement.

   (2) That, for the purpose of determining any liability under the Securities
       Act of 1933, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein,
       and the offering of such securities at that time shall be deemed to be
       the initial bona fide offering thereof.

   (3) To remove from registration by means of a post-effective amendment any
       of the securities being registered which remain unsold at the
       termination of the offering.

   (4) That, for purposes of determining any liability under the Securities Act
       of 1933, each filing of the registrant's annual report pursuant to
       Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
       where applicable, each filing of an employee benefit plan's annual
       report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
       that is incorporated by reference in the registration statement shall be
       deemed to be a new registration statement relating to the securities
       offered therein, and the offering of such securities at that time shall
       be deemed to be the initial bona fide offering thereof.

   (5) Insofar as indemnification for liabilities arising under the Securities
       Act of 1933 may be permitted to directors, officers and controlling
       persons of the registrant pursuant to the foregoing provisions, or
       otherwise, the registrant has been advised that in the opinion of the
       Securities and Exchange Commission such indemnification is against
       public policy as expressed in the Act and is, therefore, unenforceable.
       In the event that a claim for indemnification against such liabilities
       (other than the payment by the registrant of expenses incurred or paid
       by a director, officer or controlling person of the registrant in the
       successful defense of any action, suit or proceeding) is asserted by
       such director, officer or controlling person in connection with the
       securities being registered, the registrant will, unless in the opinion
       of its counsel the matter has been settled by controlling precedent,
       submit to a court of appropriate jurisdiction the question whether such
       indemnification by it is against public policy as expressed in the Act
       and will be governed by the final adjudication of such issue.

                                     II-10

<PAGE>

                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, each
of the Registrants certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Monica, State of California, on May 9,
2002.

                                               ENTRAVISION COMMUNICATIONS
                                               CORPORATION

                                               By:       /s/  WALTER F. ULLOA
                                                   -----------------------------
                                                          Walter F. Ulloa
                                                   Chairman and Chief Executive
                                                              Officer

                                        ENTRAVISION-TEXAS L.P., INC.
                                        LOS CEREZOS TELEVISION COMPANY
                                        ENTRAVISION SAN DIEGO, INC.
                                        THE COMMUNITY BROADCASTING COMPANY
                                          OF SAN DIEGO, INCORPORATED
                                        ARIZONA RADIO, INC.
                                        ASPEN FM, INC.
                                        LATIN COMMUNICATIONS GROUP INC.
                                        LATIN COMMUNICATIONS INC.
                                        VEA ACQUISITION CORP.
                                        LATIN COMMUNICATIONS EXCL INC.
                                        EXCL HOLDINGS, INC.
                                        EXCL COMMUNICATIONS, INC.
                                        EMBARCADERO MEDIA, INC.
                                        EMI SACRAMENTO RADIO, INC.
                                        EMI LOS ANGELES RADIO, INC.
                                        PORTLAND RADIO, INC.
                                        RIVERSIDE RADIO, INC.
                                        MERIDIAN COMMUNICATIONS COMPANY
                                        SEXTANT BROADCASTING COMPANY
                                        METRO MIX, INC.
                                        NORTE BROADCASTING, INC.
                                        NORTE BROADCASTING OF COLORADO, INC.
                                        NORTE BROADCASTING OF NEW MEXICO, INC.
                                        NORTE BROADCASTING OF NEVADA, INC.
                                        PACIFICO BROADCASTING, INC.

                                     II-11

<PAGE>


                                               RADIO EXITO, INC.
                                               SUR BROADCASTING, INC.
                                               SUR BROADCASTING OF COLORADO, INC
                                               SUR BROADCASTING OF NEW MEXICO,
                                               INC.
                                               Z-SPANISH MEDIA CORPORATION
                                               NEW WNDZ, INC.
                                               NEWKKSJ, INC.
                                               PERSONAL ACHIEVEMENT RADIO, INC.
                                               KPPC RADIO, INC.
                                               WZCO BROADCASTING, INC.
                                               WRZA BROADCASTING, INC.
                                               KZLZ BROADCASTING, INC.
                                               KZFO BROADCASTING, INC.
                                               KZPZ BROADCASTING, INC.
                                               KZPZ LICENSE CORPORATION
                                               KZMS BROADCASTING, INC.
                                               KZCO BROADCASTING, INC.
                                               OROVILLE RADIO, INC.
                                               KZST BROADCASTING, INC.
                                               KTLR BROADCASTING, INC.
                                               KZSL BROADCASTING, INC.
                                               KHZZ BROADCASTING, INC.
                                               WLQY BROADCASTING, INC.
                                               GLENDALE BROADCASTING, INC.
                                               VISTA MEDIA GROUP, INC.
                                               VISTA MEDIA GROUP OF NEW YORK,
                                               INC.
                                               SEABOARD OUTDOOR ADVERTISING CO.,
                                               INC.
                                               SALE POINT POSTERS, INC.
                                               VISTA OUTDOOR ADVERTISING, INC.
                                               (N.Y.)
                                               VISTA OUTDOOR ADVERTISING, INC.
                                               (CAL.)
                                               VISTA TELEVISION, INC.
                                               CHANNEL FIFTY SEVEN, INC.


                                               By:      /s/  Walter F. Ulloa
                                                    ----------------------------
                                                           Walter F. Ulloa
                                                    Chairman and Chief Executive
                                                               Officer

                                     II-12

<PAGE>

                                     ENTRAVISION-TEXAS LIMITED PARTNERSHIP

                                     By:       Entravision-Texas G.P., LLC
                                     Its:      General Partner

                                     By:            /s/ WALTER F. ULLOA
                                               ---------------------------------
                                                      Walter F. Ulloa
                                                          Manager


                                     ENTRAVISION-TEXAS G.P., LLC
                                     ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
                                     ENTRAVISION COMMUNICATIONS OF MIDLAND, LLC
                                     ENTRAVISION, L.L.C.
                                     ENTRAVISION-EL PASO, L.L.C.


                                     By:            /s/ WALTER F. ULLOA
                                               ---------------------------------
                                                      Walter F. Ulloa
                                                          Manager


                       POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS:

   That the undersigned officers and directors of Entravision Communications
Corporation, a Delaware corporation, do hereby constitute and appoint Walter F.
Ulloa and Jeanette Tully, and either of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules or regulations or requirements of the Securities and Exchange Commission
in connection with this Registration Statement. Without limiting the generality
of the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

                                     II-13

<PAGE>

   IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

          Signature                       Title                Date
          ---------                       -----                ----

    /s/  WALTER F. ULLOA      Chairman, Chief Executive     May 9, 2002
-----------------------------   Officer, Director and
       Walter F. Ulloa          Manager (principal
                                executive
                                officer)(1)(2)(3)(4)(5)

  /s/  PHILIP C. WILKINSON    President, Chief Operating    May 9, 2002
-----------------------------   Officer, Director and
     Philip C. Wilkinson        Manager(1)(2)(3)(4)(5)

     /s/  JEANETTE TULLY      Executive Vice President,     May 9, 2002
-----------------------------   Treasurer and Chief
       Jeanette Tully           Financial Officer
                                (principal financial
                                officer and principal
                                accounting officer)(1)(3)

     /s/  PAUL A. ZEVNIK      Secretary, Director and       May 9, 2002
-----------------------------   Manager
       Paul A. Zevnik         (1)(3)(4)(5)

   /s/  DARRYL B. THOMPSON    Director(1)                   May 9, 2002
-----------------------------
     Darryl B. Thompson

    /s/  AMADOR S. BUSTOS     Director(1)                   May 9, 2002
-----------------------------
      Amador S. Bustos

    /s/  ANDREW W. HOBSON     Director(1)                   May 9, 2002
-----------------------------
      Andrew W. Hobson

  /s/  MICHAEL D. WORTSMAN    Director(1)                   May 9, 2002
-----------------------------
     Michael D. Wortsman

    /s/  MICHAEL S. ROSEN     Director(1)                   May 9, 2002
-----------------------------
      Michael S. Rosen

   /s/  ESTEBAN E. TORRES     Director(1)                   May 9, 2002
-----------------------------
      Esteban E. Torres

  /s/  PATRICIA DIAZ DENNIS   Director(1)                   May 9, 2002
-----------------------------
    Patricia Diaz Dennis

                                     II-14

<PAGE>

--------
(1) Director of Entravision Communications Corporation.
(2) For Registrants that are corporations, other than Entravision
    Communications Corporation, Walter F. Ulloa and Philip C. Wilkinson are
    executing as the sole directors of each corporation.
(3) For all Registrants, each person is executing in his or her capacity as the
    listed executive officer.
(4) For Registrants that are limited liability companies, other than
    Entravision Communications Company, L.L.C., Walter F. Ulloa and Philip C.
    Wilkinson are executing as the sole Managers of each limited liability
    company.
(5) For Entravision Communications Company, L.L.C., Walter F. Ulloa, Philip C.
    Wilkinson and Paul A. Zevnik are executing as sole Managers and the sole
    members of the Executive Committee of that entity.

                                     II-15

<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
  No.                                           Description
-------                                         -----------
<C>     <S>

 1.1**  Form of Underwriting Agreement

 4.1(1) First Restated Certificate of Incorporation

 4.2(2) Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock

 4.3(3) First Amended and Restated Bylaws, as amended on October 18, 2001

 4.4**  Form of Preferred Stock Certificate

 4.5*   Form of Senior Debt Indenture

 4.6**  Form of Senior Debt Security

 4.7*   Form of Subordinated Debt Indenture

 4.8**  Form of Subordinated Debt Security

 4.9**  Form of Warrant Agreement

 5*     Opinion of Foley & Lardner

12*     Statement Regarding Ratio of Earnings to Fixed Charges

23.1*   Consent of Foley & Lardner (included in Exhibit 5)

23.2*   Consent of McGladrey & Pullen, LLP

24*     Power of Attorney (included on the Signature Page to this Registration Statement)

25.1*** Statement of Eligibility on Form T-1 of Trustee under the Senior Debt Indenture

25.2*** Statement of Eligibility on Form T-1 of Trustee under the Subordinated Debt Indenture
</TABLE>
--------
*   Filed herewith
**  To be filed either by amendment or as an exhibit to a Current Report on
    Form 8-K, and incorporated herein by reference.
*** To be filed in accordance with the requirements of Section 305(b)(2) of the
    Trust Indenture Act of 1939.
(1) Incorporated by reference from our Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2000, filed with the Commission on September 15,
    2000.
(2) Incorporated by reference from our Annual Report on Form 10-K for the year
    ended December 31, 2000, filed with the Commission on March 28, 2001.
(3) Incorporated by reference from our Annual Report on Form 10-K for the year
    ended December 31, 2001, filed with the Commission on March 26, 2002.

                                     II-16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>3
<FILENAME>dex45.txt
<DESCRIPTION>FORM OF SENIOR DEBT INDENTURE
<TEXT>
<PAGE>

                                                                   Exhibit 4.5

                     ENTRAVISION COMMUNICATIONS CORPORATION

                                       to

                               [NAME OF TRUSTEE],

                                     Trustee

                                    INDENTURE

                               Dated as of , 2002

                             Senior Debt Securities

<PAGE>

         Reconciliation and tie between Trust Indenture Act of 1939 and
Indenture, dated as of            , 200_.

<TABLE>
<CAPTION>

Trust Indenture
  Act Section                                               Indenture Section
--------------                                              -----------------
<S>                                                         <C>
(ss)310 (a) ...........................................     6.09
        (b) ...........................................     6.08, 6.10
        (c) ...........................................     Not Applicable
(ss)311 (a) ...........................................     6.13
        (b) ...........................................     6.13
        (c) ...........................................     Not Applicable
(ss)312 (a) ...........................................     7.01, 7.02(a)
        (b) ...........................................     7.02(b)
        (c) ...........................................     7.02(c)
(ss)313 (a) ...........................................     7.03(a)
        (b) ...........................................     7.03(b)
        (c) ...........................................     7.03(b)
        (d) ...........................................     7.03(c)
(ss)314 (a) ...........................................     7.04
        (b) ...........................................     Not Applicable
        (c) ...........................................     1.02
        (d) ...........................................     Not Applicable
        (e) ...........................................     1.02
        (f) ...........................................     Not Applicable
(ss)315 (a) ...........................................     6.01
        (b) ...........................................     6.02, 7.03(b)
        (c) ...........................................     6.01(b)
        (d) ...........................................     6.01(c)
        (e) ...........................................     5.14
(ss)316 (a)(1) ........................................     5.12, 5.13
        (b) ...........................................     5.08
        (c) ...........................................     1.04(d)
(ss)317 (a)(1) ........................................     5.03
        (a)(2) ........................................     5.04
        (b) ...........................................     10.03
(ss)318 (a) ...........................................     1.07
</TABLE>

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


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>             <C>                                                                          <C>
ARTICLE 1       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.............................................................  8
Section 1.05.   Notices, Etc., to Trustee and Company.......................................  9
Section 1.06.   Notice to Holders; Waiver...................................................  9
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...................................................... 10
Section 1.10.   Separability Clause......................................................... 10
Section 1.11.   Benefits of Indenture....................................................... 10
Section 1.12.   Governing Law............................................................... 10
Section 1.13.   Legal Holidays.............................................................. 10
Section 1.14.   References to Currency...................................................... 10
Section 1.15.   Agent for Service; Submission to Jurisdiction; Waiver of Immunities......... 10
Section 1.16.   Judgment Currency........................................................... 11

ARTICLE 2       SECURITY FORMS.............................................................. 12
Section 2.01.   Forms Generally............................................................. 12
Section 2.02.   Form of Trustee's Certificate of Authentication............................. 12
Section 2.03.   Securities Issuable in the Form of a Global Security........................ 12

ARTICLE 3       THE SECURITIES.............................................................. 14
Section 3.01.   Amount Unlimited; Issuable in Series........................................ 14
Section 3.02.   Denominations............................................................... 17
Section 3.03.   Execution, Authentication, Delivery and Dating.............................. 17
Section 3.04.   Temporary Securities........................................................ 18
Section 3.05.   Registration, Registration of Transfer and Exchange......................... 18
Section 3.06.   Mutilated, Destroyed, Lost and Stolen Securities............................ 19
Section 3.07.   Payment of Interest; Interest Rights Preserved.............................. 20
Section 3.08.   Persons Deemed Owners....................................................... 21
Section 3.09.   Cancellation................................................................ 21
Section 3.10.   Computation of Interest..................................................... 22

ARTICLE 4       SATISFACTION AND DISCHARGE.................................................. 22
Section 4.01.   Satisfaction and Discharge of Indenture..................................... 22
Section 4.02.   Application of Trust Funds; Indemnification................................. 23
Section 4.03.   Defeasance and Discharge of Indenture....................................... 23
Section 4.04.   Defeasance of Certain Obligations........................................... 25

ARTICLE 5       REMEDIES.................................................................... 26
Section 5.01.   Events of Default........................................................... 26
</TABLE>




                                      -i-

<PAGE>

<TABLE>
<S>             <C>                                                                          <C>
Section 5.02.   Acceleration of Maturity; Rescission and Annulment.......................... 27
Section 5.03.   Collection of Indebtedness and Suits for Enforcement by Trustee............. 28
Section 5.04.   Trustee May File Proofs of Claim............................................ 29
Section 5.05.   Trustee May Enforce Claims Without Possession of Securities................. 30
Section 5.06.   Application of Money Collected.............................................. 30
Section 5.07.   Limitation on Suits......................................................... 30
Section 5.08.   Unconditional Right of Holders to Receive Principal, Premium and Interest... 31
Section 5.09.   Restoration of Rights and Remedies.......................................... 31
Section 5.10.   Rights and Remedies Cumulative.............................................. 31
Section 5.11.   Delay or Omission Not Waiver................................................ 31
Section 5.12.   Control by Holders.......................................................... 32
Section 5.13.   Waiver of Past Defaults..................................................... 32
Section 5.14.   Undertaking for Costs....................................................... 32
Section 5.15.   Waiver of Stay or Extension Laws............................................ 33

ARTICLE 6       THE TRUSTEE................................................................. 33
Section 6.01.   Certain Duties and Responsibilities......................................... 33
Section 6.02.   Notice of Defaults.......................................................... 34
Section 6.03.   Certain Rights of Trustee................................................... 35
Section 6.04.   Not Responsible for Recitals or Issuance of Securities...................... 36
Section 6.05.   May Hold Securities......................................................... 36
Section 6.06.   Money Held in Trust......................................................... 36
Section 6.07.   Compensation and Reimbursement.............................................. 36
Section 6.08.   Disqualification; Conflicting Interests..................................... 37
Section 6.09.   Corporate Trustee Required; Eligibility..................................... 37
Section 6.10.   Resignation and Removal; Appointment of Successor........................... 37
Section 6.11.   Acceptance of Appointment by Successor...................................... 38
Section 6.12.   Merger, Conversion, Consolidation or Succession to Business................. 39
Section 6.13.   Preferential Collection of Claims Against Company........................... 40

ARTICLE 7       HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY........................... 40
Section 7.01.   Company to Furnish Trustee Names and Addresses of Holders................... 40
Section 7.02.   Preservation of Information; Communications to Holders...................... 40
Section 7.03.   Reports by Trustee.......................................................... 42
Section 7.04.   Reports by Company.......................................................... 42

ARTICLE 8       SUCCESSOR CORPORATION....................................................... 43
Section 8.01    When Company May Merge or Transfer Assets................................... 43

ARTICLE 9       AMENDMENTS & SUPPLEMENTAL INDENTURES........................................ 44
Section 9.01.   Amendments or Supplemental Indentures without Consent of Holders............ 44
Section 9.02.   Amendments or Supplemental Indentures with Consent of Holders............... 45
Section 9.03.   Execution of Supplemental Indentures........................................ 46
Section 9.04.   Effect of Supplemental Indentures........................................... 46
Section 9.05.   Conformity with Trust Indenture Act......................................... 46
</TABLE>

                                      -ii-

<PAGE>


<TABLE>
<S>             <C>                                                                          <C>
Section 9.06.   Reference in Securities to Supplemental Indentures.......................... 46

ARTICLE 10      COVENANTS................................................................... 47
Section 10.01.  Payment of Principal, Premium and Interest.................................. 47
Section 10.02.  Maintenance of Office or Agency............................................. 47
Section 10.03.  Money for Securities; Payments to be Held in Trust.......................... 47
Section 10.04.  Corporate Existence......................................................... 49
Section 10.05.  Maintenance of Properties................................................... 49
Section 10.06.  Statement by Officers as to Default......................................... 49
Section 10.07.  Waiver of Certain Covenants................................................. 49

ARTICLE 11      REDEMPTION OF SECURITIES.................................................... 50
Section 11.01.  Applicability of Article.................................................... 50
Section 11.02.  Election to Redeem; Notice to Trustee....................................... 50
Section 11.03.  Selection by Trustee of Securities to Be Redeemed........................... 50
Section 11.04.  Notice of Redemption........................................................ 50
Section 11.05.  Deposit of Redemption Price................................................. 51
Section 11.06.  Securities Payable on Redemption Date....................................... 51
Section 11.07.  Securities Redeemed in Part................................................. 52

ARTICLE 12      SINKING FUNDS............................................................... 52
Section 12.01.  Applicability of Article.................................................... 52
Section 12.02.  Satisfaction of Sinking Fund Payments with Securities....................... 53
Section 12.03.  Redemption of Securities for Sinking Fund................................... 53
</TABLE>

                                     -iii-

<PAGE>

         INDENTURE, dated as of , , between Entravision Communications
Corporation, a Delaware corporation (herein called the "Company" or the
"Issuer"), having its principal office at 2425 Olympic Boulevard, Suite 6000
West, Santa Monica, CA 90404, and [Name of Trustee], a [ ], as trustee hereunder
(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
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1

                        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:

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

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

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

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



<PAGE>

               (5) all references used herein to the male gender shall include
          the female gender.

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

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

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

         "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, delivered to the Trustee.

         "Business Day" means, with respect to any Securities, a day that in the
City of New York, in the City of Los Angeles, California or in any Place of
Payment is not a day on which banking institutions are authorized by law or
regulation to close.

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

         "Certificated Securities" means Securities that are in registered
definitive form.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

         "Common Shares" means the common shares, $.0001 par value per share, of
the Company existing on the date of this Indenture or any other shares of
Capital Stock of the Company into which such common shares shall be reclassified
or changed.

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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its chairman of the board, a vice chairman,
its president or a vice president, and by its treasurer, an assistant treasurer,
its secretary or an assistant secretary, and delivered to the Trustee.

                                       -2-

<PAGE>

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time the trust created by this Indenture shall be administered,
which office, at the time of the execution of this Indenture, is located at [ ].

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

         "Depositary" means, unless otherwise specified by the Company pursuant
to either Section 2.03 or 3.01, with respect to Securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New York,
New York, or any successor thereto registered under the Securities Exchange Act
of 1934, as amended, or other applicable statute or regulation.

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

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

         "Global Security" means a Security issued to evidence all or a part of
any series of Securities which is executed by the Company and authenticated and
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction, all in accordance with this Indenture and pursuant to a Company
Order, which shall be registered in the name of the Depositary or its nominee.

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

         "Holder Action" has the meaning specified in Section 7.02(d).

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more amendments or
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of Securities
established as contemplated by Section 3.01.

         "Interest," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

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

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

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

                                       -3-

<PAGE>

         "Officers' Certificate" means a certificate signed by the chairman of
the board, the president or a vice president, and by the treasurer, an assistant
treasurer, the secretary or an assistant secretary, of the Company, and
delivered to the Trustee.

         "Opinion of Counsel" means written opinion of counsel, who may be
counsel for the Company and who shall be acceptable to the Trustee.

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

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

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

               (iii) Securities which 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 upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor. In case of a dispute as to
such right, any decision by the Trustee shall be full protection to the Trustee.
Upon request of the Trustee, the Company shall furnish to the Trustee promptly
an Officers' Certificate listing and identifying all Securities, if any, known
by the Company to be owned or held by or for the account of any of the
above-described persons; and, subject to Section 6.01, the Trustee shall be
entitled to accept such

                                       -4-

<PAGE>

Officers' Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Securities not listed therein are Outstanding for the
purposes of any such determination.

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

         "Person" means any individual, corporation, exempted limited company,
partnership, joint venture, association, joint-stock company, 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 the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 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.

         "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.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

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

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

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

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

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

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

                                       -5-

<PAGE>

         "Subsidiary" means, with respect to any Person:

          (1)  any corporation or company a majority of whose Capital Stock with
               voting power, under ordinary circumstances, to elect directors
               is, at the date of determination, directly or indirectly, owned
               by such Person (a "subsidiary"), by one or more subsidiaries of
               such Person or by such Person and one or more subsidiaries of
               such Person;

          (2)  a partnership in which such Person or a subsidiary of such Person
               is, at the date of determination, a general partner of such
               partnership; or

          (3)  any partnership, limited liability company or other Person in
               which such Person, a subsidiary of such Person or such Person and
               one or more subsidiaries of such Person, directly or indirectly,
               at the date of determination, have (x) at least a majority
               ownership interest or (y) the power to elect or appoint or direct
               the election or appointment of the managing partner or member of
               such Person or, if applicable, a majority of the directors or
               other governing body of such Person.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as amended
and in force at the date as of which this instrument was executed, except as
provided in Section 9.05.

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

         "U.S. Government Obligations" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as to the timely
payment of principal and interest as a full faith and credit obligation by the
United States of America, which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company which is a member of the Federal Reserve
System and having a combined capital and surplus of at least $50,000,000 as
custodian with respect to any such obligation evidenced by such depository
receipt or a specific payment of interest on or principal of any such obligation
held by such custodian for the account of the holder of a depository receipt;
provided that (except as required by law) such custodian is not authorized to
--------
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the obligation
set forth in (i) or (ii) above or the specific payment of interest on or
principal of such obligation evidenced by such depository receipt.

Section 1.02. Compliance Certificates and Opinions.
              -------------------------------------

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate

                                       -6-

<PAGE>

stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and, where appropriate
as to matters of law, an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

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

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

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

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

          (4) a statement as to whether, in the opinion of each such Person,
     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 such Person may certify
or give an opinion as to such matters in one or several documents.

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

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

                                       -7-

<PAGE>

Section 1.04. Acts of Holders.
              ----------------

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee 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.

     (b) The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may be proved in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee
or in any reasonable manner which the Trustee deems sufficient.

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

     (d) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. Notwithstanding Trust Indenture Act Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act maybe given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities shall be computed as of such record date;
provided, however, that no such authorization, agreement or consent by such
-----------------
Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven
months after the record date.

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

                                       -8-

<PAGE>

Section 1.05. Notices, Etc., to Trustee and Company.
              --------------------------------------

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

               (1) the Trustee by any Holder 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: [    ], or

               (2) the Company by the Trustee or by any Holder shall be
          sufficient for every purpose hereunder (unless otherwise herein
          expressly provided) if in writing and mailed, first-class postage
          prepaid, to the Company addressed to it at the address of its
          principal office specified in the first paragraph of this instrument
          or at any other address previously furnished in writing to the Trustee
          by the Company, to the attention of the general counsel of the
          Company.

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 in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. 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.

         In case by reason of the suspension of regular mail service or by
reason of any other case 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 another
provision which is required or deemed to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required or deemed provision
shall control.

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.

                                       -9-

<PAGE>

Section 1.09. Successors and Assigns.
              -----------------------

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

Section 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 and the Holders, 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 in
accordance with the laws of the State of New York.

Section 1.13. Legal Holidays.
              ---------------

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and after
          --------
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be.

Section 1.14. References to Currency.
              -----------------------

         All references in this Indenture to "dollars" or "$" are to the
currency of the United States of America.

Section 1.15. Agent for Service; Submission to Jurisdiction; Waiver of
              --------------------------------------------------------
              Immunities.
              -----------

         By the execution and delivery of this Indenture, the Company (i)
acknowledges that it has, by separate written instrument, designated and
appointed National Registered Agents, Inc. (the "Process Agent"), 440 9th
Avenue, 5th Floor, New York, New York 10001, United States, as its authorized
agent upon which process may be served in any suit, action or proceeding arising
out of or relating to the notes or this Indenture that may be instituted in any
Federal or state court in the State of New York, The City of New York, the
Borough of Manhattan, or brought under Federal or state securities laws or
brought by the Trustee (whether in its individual capacity or in its capacity as
Trustee hereunder), and acknowledges that the Process Agent has

                                       -10-

<PAGE>

accepted such designation, (ii) submits to the jurisdiction of any such court in
any such suit, action or proceeding and (iii) agrees that service of process
upon the Process Agent and written notice of said service to it at its principal
office (in accordance with Section 1.05 hereof), shall be deemed in every
respect effective service of process upon it in any such suit or proceeding. The
Company further agrees to take any and all action, including the execution and
filing of any and all such documents and instruments as may be necessary to
continue such designation and appointment of the Process Agent in full force and
effect so long as the Securities shall be outstanding; provided that the Company
may (and shall, to the extent the Process Agent ceases to be able to be served
on the basis contemplated herein) by written notice to the Trustee, designate
such additional or alternative agents for service of process under this Section
1.15 that (i) maintains an office located in the Borough of Manhattan, The City
of New York in the State of New York, (ii) are either (x) counsel for the
Company or (y) a corporate service company which acts as agent for service of
process for other Persons in the ordinary course of its business and (iii)
agrees to act as agent for service of process in accordance with this Section
1.15. Such notice shall identify the name of such agent for process and the
address of such agent for process in the Borough of Manhattan, The City of New
York, State of New York. Notwithstanding the foregoing, there shall, at all
times, be at least one agent for service of process for the Company appointed
and acting in accordance with this Section 1.15.

         To the extent that the Company has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, it
hereby irrevocably waives such immunity in respect of its obligations under the
above-referenced documents, to the extent permitted by law.

Section 1.16. Judgment Currency.
              ------------------

         The Company hereby agrees to indemnify the Trustee and each Holder
against any loss incurred by any of them as a result of any judgment or order
being given or made for any amount due under this Indenture or the Securities
and such judgment or order being expressed and paid in a currency (the "Judgment
Currency") other than U.S. dollars and as result of any variation as between (i)
the rate of exchange at which the U.S. dollar amount is converted into the
Judgment Currency for the purpose of such judgment or order and (ii) the spot
rate of exchange in The City of New York at which any such person on the date of
payment of such judgment or order is able to purchase U.S. dollars with the
amount of the Judgment Currency actually received by such person. The foregoing
indemnity shall continue in full force and effect notwithstanding any such
judgment or order as aforesaid. The term "spot rate of exchange" shall include
any premiums and costs of exchange payable in connection with the purchase of,
or conversion into, U.S. dollars.

                                       -11-

<PAGE>

                                   ARTICLE 2

                                 SECURITY FORMS

Section 2.01. Forms Generally.
              ----------------

         The Securities of each series shall be in substantially the forms
established in one or more indentures supplemental hereto or approved from time
to time by or pursuant to a Board Resolution in accordance with Section 3.01, in
each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and any indenture
supplemental hereto, 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 securities
regulatory authority or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action 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 such
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 such Securities, as evidenced by their execution of
such Securities.

Section 2.02. Form of Trustee's Certificate of Authentication.
              ------------------------------------------------

         The Trustee's certificate of authentication required by this Article
shall be in substantially the form set forth below.

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

                                            [NAME OF TRUSTEE],
                                            as Trustee



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

Section 2.03. Securities Issuable in the Form of a Global Security.
              -----------------------------------------------------

     (a) If the Issuer shall establish pursuant to Sections 2.01 and 3.01 that
the Securities of a particular series are to be issued in whole or in part in
the form of one or more Global Securities, then the Issuer shall execute and the
Trustee shall, in accordance with Section 3.03 and the Company Order delivered
to the Trustee thereunder, authenticate and deliver, such Global Security or
Securities, which (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, the Outstanding Securities of such
series to be represented by such Global Security or Securities, (ii) shall be
registered in the name of the

                                       -12-

<PAGE>

Depositary for such Global Security or Securities or its nominee, (iii) shall be
delivered by the Trustee to the Depositary or its custodian or pursuant to the
Depositary's instruction and (iv) shall bear a legend substantially to the
following effect: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN."

     (b) Notwithstanding any other provision of this section or of Section 3.05,
unless the terms of a Global Security expressly permit such Global Security to
be exchanged in whole or in part for individual Securities, a Global Security
may be transferred, in whole but not in part and in the manner provided in
Section 3.05, only to another nominee of the Depositary for such Global
Security, or to a successor Depositary for such Global Security selected or
approved by the Issuer or to a nominee of such successor Depositary.

     (c) (i)  If at any time the Depositary for a Global Security notifies the
Issuer that it is unwilling or unable to continue as Depositary for such Global
Security or if at any time the Depositary for the Securities for such series
shall no longer be eligible or in good standing under the Exchange Act, or other
applicable statute or regulation, the Issuer shall appoint a successor
Depositary with respect to such Global Security. If a successor Depositary for
such Global Security is not appointed by the Issuer within 90 days after the
Issuer receives such notice or becomes aware of such ineligibility, the Issuer
will execute a Company Order for the authentication and delivery of individual
Securities of such series in exchange for such Global Security, and the Trustee,
upon receipt of such Company Order, will authenticate and deliver individual
Securities of such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of the Global Security
in exchange for such Global Security.

         (ii) If an Event of Default shall have occurred and be continuing or an
event shall have occurred which with the giving of notice or lapse of time or
both, would constitute an Event of Default with respect to the Securities
represented by such Global Security, the Trustee, upon receipt of a Company
Order for the authentication and delivery of individual Securities of such
series in exchange for such Global Security, will authenticate and deliver
individual Securities of such series of like tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of the Global
Security in exchange for such Global Security.

                                       -13-

<PAGE>

          (iii) The Issuer may at any time and in its sole discretion determine
that the Securities of any series issued or issuable in the form of one or more
Global Securities shall no longer be represented by such Global Security or
Securities. In such event the Issuer will execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of individual Securities
of such series in exchange in whole or in part for such Global Security, will
authenticate and deliver individual Securities of such series of like tenor and
terms in definitive form in an aggregate principal amount equal to the principal
amount of such Global Security or Securities representing such series to be so
exchanged for such Global Security or Securities.

          (iv) If specified by the Issuer pursuant to Section 3.01 with respect
to Securities issued or issuable in the form of a Global Security, the
Depositary for such Global Security may surrender such Global Security in
exchange in whole or in part for individual Securities of such series of like
tenor and terms in definitive form on such terms as are acceptable to the Issuer
and such Depositary. Thereupon the Issuer shall execute, and the Trustee shall
authenticate and deliver, without service charge, (1) to each Person specified
by such Depositary a new Security or Securities of the same series of like tenor
and terms and of any authorized denomination of $1,000 and any integral multiple
thereof as requested by such Person in aggregate principal amount equal to and
in exchange for such Person's beneficial interest in the Global Security; and
(2) to such Depositary a new Global Security of like tenor and terms and in a
denomination equal to the difference, if any, between the principal amount of
the surrendered Global Security and the aggregate principal amount of Securities
delivered to Holders thereof.

          (v)  In any exchange provided for in any of the preceding four
paragraphs, the Issuer will execute and the Trustee will authenticate and
deliver individual Securities in definitive registered form in authorized
denominations of $1,000 and any integral multiple thereof. Upon the exchange of
a Global Security for individual Securities, such Global Security shall be
cancelled by the Trustee. Securities issued in exchange for a Global Security
pursuant to this section shall be registered in such names and in such
authorized denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the persons
in whose names such Securities are so registered.

                                   ARTICLE 3

                                 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,

                                       -14-

<PAGE>

          (1) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Sections 2.03, 3.04, 3.05, 3.06, 9.06 or 11.07);

          (2) the issue price, expressed as a percentage of the aggregate
     principal amount;

          (3) the date or dates on which the principal of the Securities of the
     series is payable;

          (4) the rate or rates at which the Securities of the series shall bear
     interest, if any, the date or dates from which such interest shall accrue,
     the Interest Payment Dates on which such interest shall be payable and the
     Regular Record Date for the interest payable on the Interest Payment Date;

          (5) 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 at which and the terms and conditions
     upon which Securities of the series shall be redeemed or purchased, in
     whole or in part, pursuant to such obligation;

          (6) the period or periods within which, the price or prices or ratios
     at which and the terms and conditions upon which Securities of the series
     may be redeemed, converted or exchanged, in whole or in part;

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

          (8) if other than the full principal amount, the portion of the
     principal amount of debt securities of the series which will be payable
     upon declaration of acceleration or provable in bankruptcy;

          (9) any events of default not set forth in this Indenture;

          (10) the currency or currencies, including composite currencies, in
     which payment of the principal of (and premium, if any) and interest, if
     any, on such Securities shall be payable (if other than the currency of the
     United States of America), which unless otherwise specified shall be the
     currency of the United States of America as at the time of payment is legal
     tender for payment of public or private debts;

          (11) if the principal of (and premium, if any) or interest, if any, on
     such Securities is to be payable, at the election of the Company or any
     Holder thereof, in a coin or currency other than that in which such
     Securities are stated to be payable, then the period or periods within
     which, and the terms and conditions upon which, such election may be made;

                                       -15-

<PAGE>

          (12) whether interest will be payable in cash or additional Securities
     at the Company's or the Holders' option and the terms and conditions upon
     which the election may be made;

          (13) if such Securities are to be denominated in a currency or
     currencies, including composite currencies, other than the currency of the
     United States of America, the equivalent price in the currency of the
     United States of America for purposes of determining the voting rights of
     Holders of such Securities as Outstanding Securities under this Indenture;

          (14) if the amount of payments of principal of (and premium, if any),
     or portions thereof, or interest, if any, on such Securities may be
     determined with reference to an index, formula or other method based on a
     coin or currency other than that in which such Securities are stated to be
     payable, the manner in which such amounts shall be determined;

          (15) any restrictive covenants or other material terms relating to the
     offered debt securities, which covenants and terms shall not be
     inconsistent with the provisions of this Indenture;

          (16) whether the Securities of the series shall be issued in whole or
     in part in the form of a Global Security or Securities; the terms and
     conditions, if any, upon which such Global Security or Securities may be
     exchanged in whole or in part for other individual Securities; and the
     Depositary for such Global Security or Securities;

          (17) any listing of such Securities on any securities exchange;

          (18) additional or alternative provisions, if any, related to
     defeasance and discharge of the offered debt securities;

          (19) the applicability of any guarantees;

          (20) if convertible into Common Shares, the terms on which such
     Securities are convertible, including the initial conversion price, the
     conversion period, any events requiring an adjustment of the applicable
     conversion price and any requirements relating to the reservation of such
     Common Shares for purposes of conversion;

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

          (22) each initial Place of Payment; and

          (23) 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 such
Board Resolution and set forth in such Officers' Certificate or in any such
indenture supplemental hereto.

                                      -16-

<PAGE>

     If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the 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 Securities of any series.

Section 3.02.  Denominations.
               --------------

     The Securities of each series shall be issuable in registered form without
coupons 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 such series 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 of Directors, a vice chairman, its president or one of its vice
presidents, under its corporate seal 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 such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 2.01 and
3.01, or by one or more indentures supplemental hereto as provided by Section
9.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Opinion of Counsel stating

     (a) that such form has been established in conformity with the provisions
of this Indenture;

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

     (c) that this Indenture and such 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 valid and
legally binding obligations of the Company, enforceable in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization
and other laws of general applicability relating to or affecting the enforcement
of creditors' rights and to general equity principles;

                                      -17-

<PAGE>

     (d) that all laws and requirements in respect of the execution and delivery
by the Company of the Securities have been complied with; and

     (e) such other matters as the Trustee may reasonably request.

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 reasonably acceptable to the Trustee.

     Each Security shall be dated the date of its authentication unless
otherwise provided by the terms established and contemplated by Section 3.01.

     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
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.

Section 3.04.  Temporary Securities.
               ---------------------

     Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are 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 such Securities may determine, as evidenced by their
execution of such Securities.

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

Section 3.05.  Registration, Registration of Transfer and Exchange.
               ----------------------------------------------------

     The Company shall cause to be kept at one of its offices or agencies
maintained pursuant to Section 10.02 or at the Corporate Trust Office of the
Trustee 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
Section 2.03 and to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of Securities.
The Trustee initially is hereby

                                      -18-

<PAGE>

appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided. The Company may act as Security
Registrar and may change or appoint a Security Registrar without prior notice to
Holders or to the Trustee.

     Subject to Section 2.03, upon surrender for registration of transfer of any
Security of any series at the office or agency in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor.

     Subject to Section 2.03, at the option of the Holder, Securities of any
series may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor,
upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

     Subject to Section 2.03, all Securities issued upon any registration or
transfer or exchange of Securities shall be valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Sections 2.03, 3.04, 9.06 or 11.07 not involving any
transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption (under Section 11.03) and
ending at the close of business on the day of such mailing, 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 there shall be delivered to the Company and the Trustee (i)(A) any
mutilated Security or (B) evidence to their satisfaction of the destruction,
loss or theft of any Security and (ii) such security or indemnity as may be
required by them to hold 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 upon
its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in

                                      -19-

<PAGE>

exchange for such mutilated Security, a new Security of the same series and of
like tenor and principal amount and bearing a number not contemporaneously
outstanding.

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

     Upon the issuance of any new Security under this section, the Company may
require the payment of a sum sufficient to 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 in lieu of
any destroyed, lost or stolen Security or in exchange for such mutilated
Security, shall constitute an original additional contractual obligation of the
Company, whether or not the mutilated, destroyed, lost or stolen Security shall
be at any time enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Securities
of that series duly issued hereunder.

     The provisions of this section 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.

     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 (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security of such series and the date of the proposed payment, and
     at the same time the Company shall deposit with the Trustee an amount of
     money 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

                                       -20-

<PAGE>

     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 such 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 of such series (or their respective Predecessor Securities)
     are registered at the close of business on such Special Record Date and
     shall no longer be payable pursuant to the following clause (2).

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

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

Section 3.08.  Persons Deemed Owners.
               ----------------------

     Subject to Section 2.03, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 3.07) interest on
such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and none of the Company, the Trustee or any agent of the
Company or the Trustee shall be affected by notice to the contrary.

Section 3.09.  Cancellation.
               -------------

     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this section, except as expressly permitted
by this Indenture. The Trustee shall destroy cancelled Securities and deliver a
certificate of such destruction to the Company.

                                      -21-

<PAGE>

Section 3.10.  Computation of Interest.
               ------------------------

     Except as otherwise specified as contemplated by Section 3.01 for the
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year of 12 30-day months.


                                    ARTICLE 4

                           SATISFACTION AND DISCHARGE

Section 4.01.  Satisfaction and Discharge of Indenture.
               ----------------------------------------

     This Indenture shall upon Company Request cease to be of further effect
with respect to any series of Securities (except as to (i) any surviving rights
of registration of transfer or exchange of Securities herein expressly provided
for, (ii) rights hereunder of Holders to receive payments of principal of, and
premium, if any, and interest on, Securities, and other rights, duties and
obligations of the Holders as beneficiaries hereof with respect to the amounts,
if any, so deposited with the Trustee, (iii) remaining obligations of the
Company to make mandatory sinking fund payments and (iv) the rights, obligations
and immunities of the Trustee hereunder), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to any series of Securities, when

          (1) either

               (A) all Securities of such series theretofore authenticated and
          delivered (other than (i) Securities of such series which have been
          mutilated, destroyed, lost or stolen and which have been replaced or
          paid as provided in Section 3.06 and (ii) Securities of such series
          for whose payment money has theretofore been deposited in trust or
          segregated and held in trust by the Company and thereafter repaid to
          the Company or discharged from such trust, as provided in Section
          10.03) have been delivered to the Trustee for cancellation; or

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

                    (i)   have become due and payable, or

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

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

and the Company, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose
an amount in cash sufficient to pay and

                                       -22-

<PAGE>

discharge the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal (and premium, if any) and
interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;

               (2) if all series of Securities are being discharged, the Company
has paid or caused to be paid all other sums payable hereunder by the Company;
and

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of clause
(1) of this section, the obligations of the Trustee under Section 4.02 and the
next to last paragraph of Section 10.03, shall survive.

Section 4.02.  Application of Trust Funds; Indemnification.
               --------------------------------------------

     (a) Subject to the provisions of the next to last paragraph of Section
10.03, all money deposited with the Trustee pursuant to Section 4.01, all money
and U.S. Government Obligations deposited with the Trustee pursuant to Sections
4.03 or 4.04 and all money received by the Trustee in respect of U.S. Government
Obligations deposited with the Trustee pursuant to Sections 4.03 or 4.04 shall
be held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with or received by the Trustee or to make mandatory sinking fund payments or
analogous payments as contemplated by Sections 4.03 or 4.04, but such money need
not be segregated from other funds except to the extent required by law.

     (b) The Company shall pay and shall indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against U.S. Government Obligations
deposited pursuant to Sections 4.03 or 4.04, or the interest and principal
received in respect of such obligations other than any payable by or on behalf
of Holders.

     (c) The Trustee shall deliver or pay to the Company from time to time upon
Company Request any U.S. Government Obligations or money held by it as provided
in Sections 4.03 or 4.04 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount thereof which then
would have been required to be deposited for the purpose for which such
obligations or money were deposited or received.

Section 4.03.  Defeasance and Discharge of Indenture.
               --------------------------------------

     The Company shall be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Securities on the 91st day after the date of
the deposit referred to in subparagraph (1) of this section, and the provisions
of this Indenture, as it relates to such

                                      -23-

<PAGE>

Outstanding Securities, shall no longer be in effect (and the Trustee, at the
expense of the Company, shall at Company Request, execute proper instruments
acknowledging the same), except as to:

          (a) the rights of Holders of Securities to receive, from the trust
     funds described in subparagraph (1) hereof, (i) payment of the principal of
     (and premium, if any) and each installment of principal of (and premium, if
     any) or interest on the Outstanding Securities on the Stated Maturity of
     such principal or installment of principal or interest and (ii) the benefit
     of any mandatory sinking fund payments applicable to the Securities on the
     day on which such payments are due and payable in accordance with the terms
     of this Indenture and the Securities;

          (b) the Company's obligations with respect to such Securities under
     Sections 3.05, 3.06, 10.02 and 10.03; and

          (c) the obligations of the Company to the Trustee under Section 6.07,

     provided that the following conditions shall have been satisfied:
     --------

               (1) the Company has or caused to be irrevocably deposited (except
          as provided in Section 4.02) with the Trustee as trust funds in trust,
          specifically pledged as security for, and dedicated solely to, the
          benefit of the Holders of the Securities, (i) money in an amount, or
          (ii) U.S. Government Obligations which through the payment of interest
          and principal in respect thereof in accordance with their terms will
          provide not later than one day before the due date of any payment
          referred to in clause (A) or (B) of this subparagraph money in an
          amount, or (iii) a combination thereof, sufficient, in the opinion of
          a nationally recognized firm of independent certified public
          accountants expressed in a written certification thereof delivered to
          the Trustee, to pay and discharge (A) the principal of (and premium,
          if any) and each installment of principal of (and premium, if any) and
          interest on the Outstanding Securities on the Stated Maturity of such
          principal or installment of principal or interest or on the applicable
          Redemption Date and (B) any mandatory sinking fund payments applicable
          to the Securities on the day on which such payments are due and
          payable in accordance with the terms of this Indenture and of the
          Securities;

               (2) such deposit shall not cause the Trustee with respect to the
          Securities to have a conflicting interest for purposes of the Trust
          Indenture Act with respect to the Securities;

               (3) such deposit will not result in a breach or violation of, or
          constitute a default under, any applicable laws, this Indenture or any
          other agreement or instrument to which the Company is a party or by
          which it is bound;

               (4) no Event of Default or event which with notice or lapse of
          time would become an Event of Default with respect to the Securities
          shall have occurred and be continuing on the date of such deposit or
          during the period ending on the 91st day after such date; and

                                       -24-

<PAGE>

               (5) if the deposit referred to in subparagraph (1) of this
          section is to be made on or prior to one year from the Stated Maturity
          for payment of principal of the Outstanding Securities, the Company
          has delivered to the Trustee an Opinion of Counsel with no material
          qualifications or a favorable ruling of the Internal Revenue Service,
          in either case to the effect that Holders of the Securities will not
          recognize income, gain or loss for federal income tax purposes as a
          result of such deposit, defeasance and discharge and will be subject
          to federal income tax on the same amount and in the same manner and at
          the same times, as would have been the case if such deposit,
          defeasance and discharge had not occurred.

Section 4.04.  Defeasance of Certain Obligations.
               ----------------------------------

     If this section is specified to be applicable to Securities of any series,
the Company may omit to comply with any term, provision or condition set forth
in the sections of this Indenture or such Security with respect to the
Securities of that series ("Covenant Defeasance") if:

          (1) with reference to this section, the Company has deposited or
     caused to be irrevocably deposited with the Trustee as trust funds in
     trust, specifically pledged as security for, and dedicated solely to, the
     benefit of the Holders of the Securities of that series, (i) money in an
     amount, or (ii) U.S. Government Obligations which through the payment of
     interest and principal in respect thereof in accordance with their terms
     will provide not later than one day before the due date of any payment
     referred to in clause (A) or (B) of this subparagraph money in an amount,
     or (iii) a combination thereof, sufficient, in the opinion of a nationally
     recognized firm of independent public accountants expressed in a written
     certification thereof delivered to the Trustee, to pay and discharge (A)
     the principal of (and premium, if any) and each installment of principal
     (and premium, if any) and interest on the Outstanding Securities of that
     series on the Stated Maturity of such principal or installment of principal
     or interest and (B) any mandatory sinking fund payments or analogous
     payments applicable to Securities of such series on the day on which such
     payments are due and payable in accordance with the terms of the Indenture
     and of such Securities;

          (2) such deposit shall not cause the Trustee with respect to the
     Securities of that series to have a conflicting interest for purposes of
     the Trust Indenture Act with respect to the Securities of any series;

          (3) such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Company is a party or by which it is bound;

          (4) if the deposit referred to in subparagraph (1) of this section is
     to be made on or prior to one year from the Stated Maturity for payment of
     principal of the Outstanding Securities, the Company has delivered to the
     Trustee an Opinion of Counsel with no material qualifications or a
     favorable ruling of the Internal Revenue Service, in either case to the
     effect that Holders of the Securities will not recognize income, gain or
     loss for federal income tax purposes as a result of such deposit and
     defeasance of certain obligations and will be subject to federal income tax
     on the same amount and in the same

                                      -25-

<PAGE>

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

          (5) 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 defeasance contemplated by this section
     have been complied with.

     In the event the Company effects Covenant Defeasance with respect to any
Securities and such Securities are declared due and payable because of the
occurrence of any Event of Default, other than an Event of Default with respect
to any covenant as to which there has been Covenant Defeasance, the U.S.
Government Obligations on deposit with the Trustee will be sufficient to pay
amounts due on such Securities at the time of the Stated Maturity but may not be
sufficient to pay amounts due on such Securities at the time of the acceleration
resulting from such Event of Default.


                                    ARTICLE 5

                                    REMEDIES

Section 5.01.  Events of Default.
               ------------------

     "Event of Default" (except as otherwise specified or contemplated by
Section 3.01 for Securities of any series) wherever used herein with respect to
Securities of any series, means any one of the following events:

          (1) default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 60 days; or

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

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

          (4) default in the performance, or breach, of any material 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 specifically dealt with or which has expressly been included
     in this Indenture solely for the benefit of series of Securities other than
     that series) for a period of 60 days after there has been given, and
     continuance of such by registered or certified mail, to the Company by the
     Trustee or to the Company and the Trustee by the Holders of at least 25% in
     principal amount of the Outstanding Securities 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

          (5) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under any



                                       -26-

<PAGE>

     applicable bankruptcy, insolvency, reorganization or other similar law or
     (B) a decree or order adjudging the Company a bankrupt or insolvent, or
     approving as properly filed a petition seeking reorganization, arrangement,
     adjustment or composition of or in respect of the Company under any
     applicable law, or appointing a custodian, receiver, liquidator, assignee,
     trustee, sequestrator or other similar official of the Company or of any
     substantial part of its property, or ordering the winding up or liquidation
     of its affairs, and the continuance of any such decree or order for relief
     or any such other decree or order unstayed and in effect for a period of 60
     consecutive days; or

          (6) the commencement by the Company of a voluntary case or proceeding
     under any applicable bankruptcy, insolvency, reorganization or other
     similar law or of any other case or proceeding to be adjudicated a bankrupt
     or insolvent, or the consent by it to the entry of a decree or order for
     relief in respect of the Company in an involuntary case or proceeding under
     any applicable bankruptcy, insolvency, reorganization or other similar law
     or to the commencement of any bankruptcy or insolvency case or proceeding
     against it, or the filing by it of a petition or answer or consent seeking
     reorganization or relief under any applicable law, or the consent by it to
     the filing of such petition or to the appointment of or taking possession
     by a custodian, receiver, liquidator, assignee, trustee, sequestrator or
     similar official of the Company or of any substantial part of its property,
     or the making by it of an assignment for the benefit of creditors, or the
     admission by it in writing of its inability to pay its debts generally as
     they become due and its willingness to have a case commenced against it or
     to seek an order for relief under any applicable bankruptcy, insolvency or
     other similar law or the taking of corporate action by the Company in
     furtherance of any such action; or

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

Section 5.02.  Acceleration of Maturity: Rescission and Annulment.
               ---------------------------------------------------

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

     In the case of an Event of Default resulting from bankruptcy, insolvency or
reorganization, which occurs and is continuing with respect to Securities of any
series at the time Outstanding, then all unpaid principal of and accrued
interest on all such Outstanding Securities of that series shall become
immediately due and payable without any notice or other action on the part of
the Trustee or the Holders of any Securities of such series.


                                       -27-

<PAGE>

     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

          (1) the Company has paid or deposited with the Trustee a sum
     sufficient to pay

               (A) all overdue interest on all Securities of that series,

               (B) the principal of (and premium, if any, on) any Securities of
          that series which have become due otherwise than by such declaration
          of acceleration and interest thereon at the rate or rates prescribed
          therefor in such Securities,

               (C) to the extent that payment of such interest is lawful,
          interest upon overdue interest at the rate or rates prescribed
          therefor in such Securities, and

               (D) all sums paid or advanced by the Trustee and any predecessor
          Trustee hereunder and all sums due the Trustee and any predecessor
          Trustee under Section 6.07;

     and

          (2) all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that 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

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest 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, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including all amounts due the Trustee and any predecessor Trustee
under Section 6.07.


                                       -28-

<PAGE>

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

     If any Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series 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 the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

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


                                      -29-

<PAGE>

Section 5.05.  Trustee May Enforce Claims Without Possession of Securities.
               ------------------------------------------------------------

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities 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 shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

               FIRST: To the payment of all amounts due the Trustee and each
          predecessor Trustee under Section 6.07;

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

               THIRD: To the Company.

Section 5.07.  Limitation on Suits.
               --------------------

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

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

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

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

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


                                       -30-

<PAGE>

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

Section 5.08.  Unconditional Right of Holders to Receive Principal,
               ----------------------------------------------------
               Premium and Interest.
               --------------------
     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 3.07)
interest on such Security on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

Section 5.09.  Restoration of Rights and Remedies.
               -----------------------------------

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

Section 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 the last paragraph of Section
3.06, no right or remedy herein conferred upon 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 Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or any
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.


                                      -31-

<PAGE>

Section 5.12.  Control by Holders.
               -------------------

     The Holders of a majority in principal amount of the Outstanding Securities
of any series (or if more than one series is affected thereby, of all series so
affected, voting as a single class) shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series, provided that
                                  --------

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture, expose the Trustee to personal liability or be unduly
     prejudicial to holders not joining therein, and

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

     Nothing in this Indenture shall impair the right of the Trustee to take any
other action deemed proper by the Trustee which is not inconsistent with 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 such series waive any past default hereunder with respect to such
series and its consequences, except a default

          (1) in the payment of the principal of (or premium, if any) or
     interest on any Security of such series, or

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

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or 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,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this section shall not apply to any suit instituted by the
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


                                      -32-

<PAGE>

of (or premium, if any) or interest on any Securities on or after the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date). This Section 5.14 shall be in lieu
of Section 315(e) of the Trust Indenture Act and such Section 315(e) is hereby
expressly excluded from this Indenture, as permitted by the Trust Indenture Act.

Section 5.15.  Waiver of Stay or Extension Laws.
               ---------------------------------

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


                                    ARTICLE 6

                                   THE TRUSTEE

Section 6.01.  Certain Duties and Responsibilities.
               ------------------------------------

     (a) Except during the continuance of an Event of Default with respect to
the Securities of any series,

          (1) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture with respect to such
     series, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture; but in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     be under a duty to examine the same to determine whether or not they
     conform to the requirements of this Indenture.

     (b) In case an Event of Default has occurred with respect to Securities of
any series and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture with respect to such series of Securities,
and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own affairs.

     (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own wilful misconduct, except that
                                      ------


                                       -33-

<PAGE>

          (1) this subsection shall not be construed to limit the effect of
     subsection (a) of this section;

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

          (3) the Trustee shall not be liable 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 a majority in principal amount of the Outstanding
     Securities of any series, determined as provided in Section 5.12, relating
     to the time, method and place of conducting any proceeding for any remedy
     available to the Trustee, or exercising any trust or power conferred upon
     the Trustee, under this Indenture with respect to the Securities of such
     series; and

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

     (d) 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.

Section 6.02.  Notice of Defaults.
               -------------------

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
                                              --------  -------
the case of a default in the payment of the principal of (or premium, if any) or
interest on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders of Securities of such series; and
provided, further, that in the case of any default of the character specified in
--------  -------
Section 5.01(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.


                                      -34-

<PAGE>

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 upon any Board Resolution, resolution, Officers'
     Certificate, certificate, statement, instrument, Opinion of Counsel,
     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 upon an Officers' Certificate;

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

          (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 reasonable security or indemnity 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 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; and

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


                                      -35-

<PAGE>

Section 6.04. Not Responsible for Recitals or Issuance of Securities.
              -------------------------------------------------------

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes 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 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 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 6.12, may otherwise deal
with, and collect obligations owed to it by, the Company with the same rights it
would have if it were not Trustee, Paying Agent, Security Registrar or such
other agent.

Section 6.06. Money Held in Trust.
              --------------------

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

Section 6.07. Compensation and Reimbursement.
              -------------------------------

     The Company agrees

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

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

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

     To ensure the performance of the obligations of the Company under this
section, the Trustee shall have a senior claim to which the Securities are
hereby made subordinate upon all

                                       -36-

<PAGE>

property and funds held or collected by the Trustee as such, except property and
funds held in trust for the payment of principal of, premium, if any, or
interest on particular Securities.

Section 6.08. Disqualification; Conflicting Interests.
              ----------------------------------------

     The Trustee shall comply with the terms of Section 310(b) of the Trust
Indenture Act.

Section 6.09. Corporate Trustee Required; Eligibility.
              ----------------------------------------

     There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers having (or, in the case of the
subsidiary of a bank holding company that guarantees the obligations of the
Trustee under this Indenture, such holding company's parent shall have) a
combined capital and surplus of at least $50,000,000 subject to supervision or
examination by Federal or State authority. If such corporation or holding
company parent publishes reports of condition at least annually, pursuant to law
or the requirements of said supervising or examining authority, then for the
purposes of this section, the combined capital and surplus of such corporation
or holding company parent shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

Section 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 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 required by Section 6.11 shall
not have been delivered to the 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 with respect to the
Securities of such series. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the first
sentence of this subsection may be combined with the instrument called for by
Section 6.11.

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

     (d) If at any time:

         (1) the Trustee shall fail to comply with Section 6.08 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

                                       -37-

<PAGE>

               (2) the Trustee shall cease to be eligible under Section 6.09 and
          shall fail to resign after written request therefor by the Company or
          by any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, 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 with respect to all
Securities and the appointment of a successor Trustee or Trustees.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor appointed by the Company. If no successor Trustee
with respect to the Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner required by
Section 6.11, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

     (f) The Company shall give notice of each resignation and each removal of
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 by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

Section 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

                                       -38-

<PAGE>

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 the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

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

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

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

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 (including the administration of this Indenture), shall be

                                       -39-

<PAGE>

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

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 upon 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). A trustee who has resigned or been
removed shall be subject to the Trust Indenture Act Section 311(a) to the extent
provided therein.

                                   ARTICLE 7

                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 the Securities of each series

          (a) semi-annually, not more than fifteen days after each Regular
     Record Date, or, in the case of any series of Securities on which
     semi-annual interest is not payable, not more than fifteen days after such
     semi-annual dates as may be specified by the Trustee, a list, in such form
     as the Trustee may reasonably require, of the names and addresses of the
     Holders as of such Regular Record Date or such semi-annual date, as the
     case may be, and

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

provided, however, that so long as the Trustee is the Security Registrar, no
--------  -------
such list need be furnished.

Section 7.02. Preservation of Information; Communications to Holders.
              -------------------------------------------------------

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

                                       -40-

<PAGE>

     (b) If three or more Holders (herein referred to as "applicants") apply in
writing to the Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states that the
applicant's desire to communicate with other Holders with respect to their
rights under this Indenture or under the Securities and is accompanied by a copy
of the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt of
such application, at its election, either

          (i)  afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 7.02(a), or

          (ii) inform such applicants as to the approximate number of Holders
     whose names and addresses appear in the information preserved at the time
     by the Trustee in accordance with Section 7.02(a), and as to the
     approximate cost of mailing to such Holders the form of proxy or other
     communication, if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 7.02(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

     (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 the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.02(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 7.02(b).

     (d) Subject to Sections 7.02(a), 7.02(b), 7.02(c) and 6.01, if the Company
or any other person (other than the Trustee) shall desire to communicate with
Holders of Securities to solicit or obtain from them any proxy, consent,
authorization, waiver, approval of a plan of reorganization, arrangement or
readjustment or other action ("Holder Action"), the Trustee shall have no duty
to participate in such communication or solicitation or the processing of
responses

                                       -41-

<PAGE>

in any manner except (i) to furnish the rules and regulations and to perform the
functions referred to in Section 1.04 and (ii) to receive (A) the instruments
evidencing the Holder Action together with (B) the Officers' Certificate and
Opinion of Counsel referred to below. The Company hereby covenants that any and
all communications and solicitations distributed by it in connection with any
Holder Action will comply in all material respects with applicable law,
including without limitation applicable law concerning adequacy of disclosure.
The Trustee shall have no responsibility for the accuracy or completeness of any
materials circulated to solicit any Holder Action nor for any related
communications nor for the compliance thereof with applicable law. No Holder
Action shall become effective until the Trustee shall have received from the
Company or other person who solicited the Holder Action (1) the instruments
evidencing such Holder Action and (2) (x) (in the case of Holder Action
solicited by the Company or the representative of the Company's estate if the
Company is the debtor in any bankruptcy or other insolvency proceeding) an
Officers' Certificate and (y) (in all cases) an Opinion of Counsel, each
specifying the Holder Action taken and stating that such Holder Action has been
duly and validly taken in compliance with this Indenture in all material
respects. Such Officers' Certificate, if any, shall also certify that (after
giving effect to such Holder Action) no Event of Default or event or condition
which, with notice or lapse of time or both, would become an Event of Default
has occurred and is continuing or has not been waived.

     (e) The Depositary may grant proxies and otherwise authorize its
participants which own the Global Securities to give or take any Act which a
Holder is entitled to take under this Indenture; provided, however, that the
                                                 --------  -------
Depositary has delivered a list of such participants to the Trustee.

Section 7.03. Reports by Trustee.
              -------------------

     (a) Within 60 days after [ ] of each year commencing with the first [ ]
following the date of this Indenture, the Trustee shall transmit by mail to all
Holders, as their names and addresses appear in the Security Register, a brief
report dated as of such [ ], to the extent required by Section 313(a) of the
Trust Indenture Act.

     (b) The Trustee shall comply with Sections 313(b) and 313(c) of the Trust
Indenture Act.

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

Section 7.04. Reports by Company.
              -------------------

     The Company shall:

              (1) file with the Trustee, within 15 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the Exchange
     Act; or, if the Company is not required to file information,

                                       -42-

<PAGE>

     documents or reports pursuant to either of said sections, then it shall
     file with the Trustee and the Commission, in accordance with rules and
     regulations prescribed from time to time by the Commission, such of the
     supplementary and periodic information, documents and reports which may be
     required pursuant to Section 13 of the Exchange Act in respect of a
     security listed and registered on a national securities exchange as may be
     prescribed from time to time in such rules and regulations; and

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

                                   ARTICLE 8

                              SUCCESSOR CORPORATION

Section 8.01. When Company May Merge or Transfer Assets.
              ------------------------------------------

     The Company shall not consolidate or amalgamate with or merge with or into
any other person (other than a Subsidiary) or convey, transfer, sell or lease
its properties and assets substantially as an entirety to any person (other than
a Subsidiary), permit any person (other than a Subsidiary) to consolidate with
or merge into the Company, or permit any person (other than a Subsidiary) to
convey, transfer, sell or lease that person's properties and assets
substantially as an entirety to the Company, unless:

          (1) either (a) the Company shall be the surviving person or (b) the
     person (if other than the Company) formed by such consolidation or into
     which the Company is merged or the person which acquires by conveyance,
     transfer or lease the properties and assets of the Company substantially as
     an entirety shall expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Trustee, in form reasonably satisfactory to
     the Trustee, all of the obligations of the Company under the Securities and
     this Indenture;

          (2) immediately after giving effect to such transaction, no Event of
     Default, and no event that, after notice or lapse of time or both, would
     become an Event of Default, shall have occurred and be continuing; and

          (3) the Company shall have delivered to the Trustee an Officers'
     Certificate stating that such consolidation, merger, conveyance, transfer,
     sale or lease and, if a supplemental indenture is required in connection
     with such transaction, such supplemental indenture, comply with this
     Section 8.01 and that all conditions precedent herein provided for relating
     to such transaction have been satisfied.

     The successor person formed by such consolidation or into which the Company
is merged or the successor person to which such conveyance, transfer, sale or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company

                                       -43-

<PAGE>

under this Indenture with the same effect as if such successor had been named as
the Company herein; and thereafter, the Company shall be discharged from all
obligations and covenants under this Indenture and the Securities. Subject to
Section 9.03, the Company, the Trustee and the successor person shall enter into
a supplemental indenture to evidence the succession and substitution of such
successor person and such discharge and release of the Company.

                                   ARTICLE 9

                      AMENDMENTS & SUPPLEMENTAL INDENTURES

Section 9.01. Amendments or Supplemental Indentures without Consent of Holders.
              -----------------------------------------------------------------

     The Company, when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, may amend or supplement this Indenture or the
Securities without the consent of any Holder, so long as such changes, other
than those in clause (2), do not materially and adversely affect the interests
of the Holder:

          (1) to cure any ambiguity, omission, defect or inconsistency;

          (2) to make any modifications or amendments that do not, in the good
     faith opinion of the Company's Board of Directors and the Trustee,
     adversely affect the interests of the Holders in any material respect;

          (3) to provide for the assumption of the Company's obligations under
     this Indenture by a successor upon any merger, consolidation or asset
     transfer as permitted by and in compliance with Article 8 of this
     Indenture;

          (4) to provide any security for or guarantees of the Securities;

          (5) to add Events of Default with respect to the Securities; or

          (6) to add to the Company's covenants for the benefit of the Holders
     or to surrender any right or power conferred upon the Company by this
     Indenture;

          (7) to make any change necessary for the registration of the
     Securities under the Securities Act or to comply with the Trust Indenture
     Act, or any amendment thereto, or to comply with any requirement of the
     Commission in connection with the qualification of the Indenture under the
     Trust Indenture Act, provided that such modification or amendment does not,
     in the good faith opinion of the Company's Board of Directors and the
     Trustee, adversely affect the interests of the Holders of the Securities in
     any material respect; or

          (8) to provide for uncertificated Securities in addition to or in
     place of certificated Securities or to provide for bearer Securities; or

          (9) to add to or change any of the provisions of this Indenture to
     such extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form, registrable or not registrable as to principal,
     and with or without interest coupons; or

                                       -44-

<PAGE>

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

          (11) to establish the form or terms of Securities of any series as
     permitted by Sections 2.01 and 3.01; or

          (12) 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).

Section 9.02. Amendments or Supplemental Indentures with Consent of Holders.
              --------------------------------------------------------------

     With the written consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding, the
Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may amend or supplement this Indenture or the Securities.
However, without the consent of each Holder affected, an amendment to this
Indenture or the Securities may not:

          (1) change the Stated Maturity of the principal of or any installment
     of interest with respect to the Securities;

          (2) reduce the principal amount of, or the rate of interest on, the
     Securities;

          (3) change the currency of payment of principal of or interest on the
     Securities;

          (4) impair the right to institute suit for the enforcement of any
     payment on or with respect to the Securities;

          (5) reduce the above-stated percentage of Holders of the Securities of
     any series necessary to modify or amend this Indenture;

          (6) modify the foregoing requirements or reduce the percentage of
     Outstanding Securities necessary to waive any covenant or past default; and

          (7) if the Securities are convertible, adversely affect the right to
     convert the Securities into Common Shares in accordance with the provisions
     of this Indenture.

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

                                       -45-

<PAGE>

     After an amendment or supplemental indenture under this Section 9.02
becomes effective, the Company shall mail to each Holder a notice briefly
describing the amendment or supplemental indenture.

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

Section 9.03. Execution of Supplemental Indentures.
              -------------------------------------

     The Trustee shall sign any supplemental indenture authorized pursuant to
this Article if the amendment contained therein does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign such supplemental indenture. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture.

Section 9.04. Effect of Supplemental Indentures.
              ----------------------------------

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

Section 9.05. Conformity with Trust Indenture Act.
              ------------------------------------

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

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

                                       -46-

<PAGE>

                                   ARTICLE 10

                                    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 (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture. At the option of the Company,
payment of principal (and premium, if any) and interest may be made by wire
transfer or (subject to collection) by check mailed to the address of the Person
entitled thereto at such address as shall appear in the Security Register.

Section 10.02. Maintenance of Office or Agency.
               --------------------------------

     The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company hereby initially appoints the Trustee
its office or agency for each of said purposes. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, 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 Securities; 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 (and premium, if any) or interest on 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 principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, on or prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the

                                       -47-

<PAGE>

benefit of the Persons entitled to such principal, premium or interest, 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 for any series of Securities other
than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this section, that such Paying Agent will:

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

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

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

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
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 (and premium, if any)
or interest on any Security of any series and remaining unclaimed for two years
after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look, only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
                                --------  -------
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be mailed or published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the City, County and State of New York, or both,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such mailing or
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

     The Company shall have no obligation to make payment of principal of (or
premium, if any) or interest on any Security in immediately available funds,
except that if the Company shall

                                       -48-

<PAGE>

have received original payment for Securities in immediately available funds it
shall make available immediately available funds for payment of the principal of
such Securities.

Section 10.04. Corporate Existence.
               --------------------

     Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; 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.

Section 10.05. Maintenance of Properties.
               --------------------------

     The Company will use its reasonable efforts to cause all material
properties used or useful in the conduct of its business to be maintained and
kept in good condition, repair and working order (subject to wear and tear) and
supplied with all necessary material equipment and will use its reasonable
efforts to cause to be made all necessary material repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
                                                                     --------
however, that nothing in this section shall prevent the Company from
-------
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business and not disadvantageous in any material respect to the Holders.

Section 10.06. 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, a certificate of
the principal executive officer, principal financial officer or principal
accounting officer of the Company 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, 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 10.07. Waiver of Certain Covenants.
               ----------------------------

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 10.06 if before or after the time
for such compliance the Holders of at least a majority in principal amount of
the Outstanding Securities (taken together as one class) shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

                                       -49-

<PAGE>

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

Section 11.01. Applicability of Article.
               -------------------------

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

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 45 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities of such series to be redeemed, such notice
to be accompanied by a written statement signed by an authorized officer of the
Company stating that no defaults in the payment of interest or Events of Default
with respect to the Securities of that series have occurred (which have not been
waived or cured). In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
an Officers' Certificate evidencing compliance with such restriction.

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 to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
in its sole discretion shall deem fair and appropriate and which may provide for
the selection or redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.

     The Trustee shall promptly notify the Company 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 45 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be

                                       -50-

<PAGE>

redeemed, at his address appearing in the Security Register. Any notice which is
mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not such Holder receives the notice. Failure to give
notice by mail, or any defect in the notice to any such Holder in respect of any
Security, shall not affect the validity of the proceedings for the redemption of
any other Security.

     All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price and any accrued interest,

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

          (4) that on the Redemption Date the Redemption Price and any accrued
     interest will become due and payable upon each such Security to be redeemed
     together with accrued interest thereon and, if applicable, that interest
     thereon will cease to accrue on and after said date,

          (5) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price and any accrued interest,

          (6) that the redemption is for a sinking fund, if such is the case,
     and

          (7) the CUSIP number and, if applicable, the ISIN number, of the
     Securities being redeemed.

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

Section 11.05. Deposit of Redemption Price.
               ----------------------------

     On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.03) an amount of
money, in funds immediately available on the due date, sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

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 together with accrued interest thereon, and
from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such

                                       -51-

<PAGE>

Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that installments of interest whose Stated
                 --------  -------
Maturity is on 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 upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.

     The Trustee shall not redeem any Securities of any series pursuant to this
Article (unless all Outstanding Securities of such series are to be redeemed) or
mail or give any notice of redemption of Securities during the continuance of an
Event of Default hereunder known to the Trustee with respect to such series,
except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Company a sum
sufficient for such redemption. Except as aforesaid, any moneys theretofore or
thereafter received by the Trustee shall, during the continuance of such Event
of Default, be deemed to have been collected under Article 5 and held for the
payment of all such Securities of such series. In case such Event of Default
shall have been waived as provided in Section 5.13 or the default cured on or
before the 60th day preceding the Redemption Date, such moneys shall thereafter
be applied in accordance with the provisions of this Article.

Section 11.07. Securities Redeemed in Part.
               ----------------------------

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

                                   ARTICLE 12

                                  SINKING FUNDS

Section 12.01. Applicability of Article.
               -------------------------

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.

                                       -52-

<PAGE>

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

Section 12.02. Satisfaction of Sinking Fund Payments with Securities.
               ------------------------------------------------------

     The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as credit Securities of
a series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
                                                        --------
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 12.03. Redemption of Securities for Sinking Fund.
               ------------------------------------------

     Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company (1) will deliver to the Trustee an Officers'
Certificate (A) stating that no defaults in the payment of interest or Events of
Default with respect to Securities of that series have occurred (which have not
been waived or cured), (B) specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of Securities of that series,
(C) stating whether or not the Company intends to exercise its right, if any, to
make an optional sinking fund payment with respect to such series on the next
ensuing sinking fund payment date and, if so, specifying the amount of such
optional sinking fund payment and (D) specifying the portion of such sinking
fund payment, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 12.02 and (2) will also deliver to
the Trustee any Securities to be so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities of such
series to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.03 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided in
Section 11.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
11.05, 11.06 and 11.07. Failure of the Company, on or before any such 60th day,
to deliver such Officers' Certificate and Securities specified in this section,
if any, shall not constitute a default but shall constitute, on and as of such
date, the irrevocable election of the Company (a) that the mandatory sinking
fund payment for such series due on the next succeeding sinking fund payment
date shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (b) that the Company

                                       -53-

<PAGE>

will make no optional sinking fund payment with respect to Securities of such
series as provided in this article.

     The Trustee shall not redeem or cause to be redeemed any Security of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
with respect to such series except that, where the mailing of notice of
redemption of any Securities shall therefore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have
received from the Company a sum sufficient for such redemption. Except as
aforesaid, any moneys in the sinking fund for such series at the time when any
such default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund, shall, during the continuance of such default or Event of
Default, be deemed to have been collected under Article 5 and held for the
payment of all such Securities of such series. In case such Event of Default
shall have been waived as provided in Section 5.13 or the default cured on or
before the 60th day preceding the sinking fund payment date, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date in
accordance with this section to the redemption of such Securities.

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

     IN WITNESS WHEREOF, ENTRAVISION COMMUNICATIONS CORPORATION has caused this
Indenture to be duly executed as a deed the day and year first before written.

                                          ENTRAVISION COMMUNICATIONS CORPORATION


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

                                       -54-

<PAGE>

         IN WITNESS WHEREOF, the undersigned, being duly authorized, has
executed this Indenture as of the date first above written.

                                           [NAME OF TRUSTEE]



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

                                       -55-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>4
<FILENAME>dex47.txt
<DESCRIPTION>FORM OF SUBORDINATED DEBT INDENTURE
<TEXT>
<PAGE>


                                                                   Exhibit 4.7

                     ENTRAVISION COMMUNICATIONS CORPORATION

                                       to

                               [NAME OF TRUSTEE],

                                     Trustee

                                    INDENTURE

                           Dated as of        , 200_



                          Subordinated Debt Securities

<PAGE>

     Reconciliation and tie between Trust Indenture Act of 1939 and Indenture,
dated as of       , 200__.

<TABLE>
<CAPTION>
Trust Indenture
 Act Section                                               Indenture Section
---------------                                            -----------------
<S>                                                        <C>
(s)310  (a) .............................................  6.09
        (b) .............................................  6.08, 6.10
        (c) .............................................  Not Applicable
(s)311  (a) .............................................  6.13
        (b) .............................................  6.13
        (c) .............................................  Not Applicable
(s)312  (a) .............................................  7.01, 7.02(a)
        (b) .............................................  7.02(b)
        (c) .............................................  7.02(c)
(s)313  (a) .............................................  7.03(a)
        (b) .............................................  7.03(b)
        (c) .............................................  7.03(b)
        (d) .............................................  7.03(c)
(s)314  (a) .............................................  7.04
        (b) .............................................  Not Applicable
        (c) .............................................  1.02
        (d) .............................................  Not Applicable
        (e) .............................................  1.02
        (f) .............................................  Not Applicable
(s)315  (a) .............................................  6.01
        (b) .............................................  6.02, 7.03(b)
        (c) .............................................  6.01(b)
        (d) .............................................  6.01(c)
        (e) .............................................  5.14
(s)316  (a)(1) ..........................................  5.12, 5.13
        (b) .............................................  5.08
        (c) .............................................  1.04(d)
(s)317  (a)(1) ..........................................  5.03
        (a)(2) ..........................................  5.04
        (b) .............................................  10.03
(s)318  (a) .............................................  1.07
</TABLE>

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                         <C>
ARTICLE 1       DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ....................  1
Section 1.01.   Definitions ................................................................  1
Section 1.02.   Compliance Certificates and Opinions........................................  7
Section 1.03.   Form of Documents Delivered to Trustee......................................  8
Section 1.04.   Acts of Holders.............................................................  8
Section 1.05.   Notices, Etc., to Trustee and Company.......................................  9
Section 1.06.   Notice to Holders; Waiver................................................... 10
Section 1.07.   Conflict with Trust Indenture Act........................................... 10
Section 1.08.   Effect of Headings and Table of Contents.................................... 10
Section 1.09.   Successors and Assigns...................................................... 10
Section 1.10.   Separability Clause......................................................... 10
Section 1.11.   Benefits of Indenture....................................................... 10
Section 1.12.   Governing Law............................................................... 11
Section 1.13.   Legal Holidays.............................................................. 11
Section 1.14.   References to Currency...................................................... 11
Section 1.15.   Agent for Service; Submission to Jurisdiction; Waiver of Immunities......... 11
Section 1.16.   Judgment Currency........................................................... 12

ARTICLE 2       SECURITY FORMS ............................................................. 12
Section 2.01.   Forms Generally............................................................. 12
Section 2.02.   Form of Trustee's Certificate of Authentication............................. 13
Section 2.03.   Securities Issuable in the Form of a Global Security........................ 13

ARTICLE 3       THE SECURITIES.............................................................. 15
Section 3.01.   Amount Unlimited; Issuable in Series........................................ 15
Section 3.02.   Denominations............................................................... 17
Section 3.03.   Execution, Authentication, Delivery and Dating.............................. 18
Section 3.04.   Temporary Securities........................................................ 19
Section 3.05.   Registration, Registration of Transfer and Exchange......................... 19
Section 3.06.   Mutilated, Destroyed, Lost and Stolen Securities............................ 20
Section 3.07.   Payment of Interest; Interest Rights Preserved.............................. 21
Section 3.08.   Persons Deemed Owners....................................................... 22
Section 3.09.   Cancellation................................................................ 22
Section 3.10.   Computation of Interest..................................................... 22

ARTICLE 4       SATISFACTION AND DISCHARGE.................................................. 23
Section 4.01.   Satisfaction and Discharge of Indenture..................................... 23
Section 4.02.   Application of Trust Funds; Indemnification................................. 24
Section 4.03.   Defeasance and Discharge of Indenture....................................... 24
Section 4.04.   Defeasance of Certain Obligations........................................... 26
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>                                                                                         <C>
ARTICLE 5       REMEDIES.................................................................... 27
Section 5.01.   Events of Default........................................................... 27
Section 5.02.   Acceleration of Maturity: Rescission and Annulment.......................... 28
Section 5.03.   Collection of Indebtedness and Suits for Enforcement by Trustee............. 29
Section 5.04.   Trustee May File Proofs of Claim............................................ 30
Section 5.05.   Trustee May Enforce Claims Without Possession of Securities................. 30
Section 5.06.   Application of Money Collected.............................................. 31
Section 5.07.   Limitation on Suits......................................................... 31
Section 5.08.   Unconditional Right of Holders to Receive Principal,
                Premium and Interest........................................................ 31
Section 5.09.   Restoration of Rights and Remedies.......................................... 32
Section 5.10.   Rights and Remedies Cumulative.............................................. 32
Section 5.11.   Delay or Omission Not Waiver................................................ 32
Section 5.12.   Control by Holders.......................................................... 32
Section 5.13.   Waiver of Past Defaults..................................................... 33
Section 5.14.   Undertaking for Costs....................................................... 33
Section 5.15.   Waiver of Stay or Extension Laws............................................ 33

ARTICLE 6       THE TRUSTEE................................................................. 34
Section 6.01.   Certain Duties and Responsibilities......................................... 34
Section 6.02.   Notice of Defaults.......................................................... 35
Section 6.03.   Certain Rights of Trustee................................................... 35
Section 6.04.   Not Responsible for Recitals or Issuance of Securities...................... 36
Section 6.05.   May Hold Securities......................................................... 36
Section 6.06.   Money Held in Trust......................................................... 36
Section 6.07.   Compensation and Reimbursement.............................................. 36
Section 6.08.   Disqualification; Conflicting Interests..................................... 37
Section 6.09.   Corporate Trustee Required; Eligibility..................................... 37
Section 6.10.   Resignation and Removal; Appointment of Successor........................... 37
Section 6.11.   Acceptance of Appointment by Successor...................................... 39
Section 6.12.   Merger, Conversion, Consolidation or Succession to Buisness................. 40
Section 6.13.   Preferential Collection of Claims Against Company........................... 40

ARTICLE 7       HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY........................... 40
Section 7.01.   Company to Furnish Trustee Names and Addresses of Holders................... 40
Section 7.02.   Preservation of Information; Communications to Holders...................... 41
Section 7.03.   Reports by Trustee.......................................................... 42
Section 7.04.   Reports by Company.......................................................... 43

ARTICLE 8       SUCCESSOR CORPORATION....................................................... 43
Section 8.01.   When Company May Merge or Transfer Assets................................... 43

ARTICLE 9       AMENDMENTS & SUPPLEMENTAL INDENTURES........................................ 44
Section 9.01.   Amendments of Supplemental Indentures without Consent of Holders............ 44
Section 9.02.   Amendments of Supplemental Indentures with Consent of Holders............... 45
Section 9.03.   Execution of Supplemental Indentures........................................ 46
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                         <C>
Section 9.04.   Effect of Supplemental Indentures........................................... 46
Section 9.05.   Conformity with Trust Indenture Act......................................... 46
Section 9.06.   Reference in Securities to Supplemental Indentures.......................... 47

ARTICLE 10      COVENANTS................................................................... 47
Section 10.01.  Payment of Principal, Premium and Interest.................................. 47
Section 10.02.  Maintenance of Office or Agency............................................. 47
Section 10.03.  Money for Securities; Payments to Be Held in Trust.......................... 48
Section 10.04.  Corporate Existence......................................................... 49
Section 10.05.  Maintenance of Properties................................................... 49
Section 10.06.  Statement of Officers as to Default......................................... 49
Section 10.07.  Waiver of Certain Covenants................................................. 50

ARTICLE 11      REDEMPTION OF SECURITIES.................................................... 50
Section 11.01.  Applicability of Article.................................................... 50
Section 11.02.  Election to Redeem; Notice to Trustee....................................... 50
Section 11.03.  Selection by Trustee of Securities to Be Redeemed........................... 50
Section 11.04.  Notice of Redemption........................................................ 51
Section 11.05.  Deposit of Redemption Price................................................. 52
Section 11.06.  Securities Payable on Redemption Date....................................... 52
Section 11.01.  Securities Redeemed in Part................................................. 52

ARTICLE 12      SINKING FUNDS............................................................... 53
Section 12.01.  Applicability of Article.................................................... 53
Section 12.02.  Satisfaction of Sinking Fund Payments with Securities....................... 53
Section 12.03.  Redemption of Securities for Sinking Fund................................... 53

ARTICLE 13      SUBORDINATION............................................................... 54
Section 13.01.  Agreement to Subordinate.................................................... 54
Section 13.02.  Default on Senior Indebtedness.............................................. 55
Section 13.03.  Liquidation; Dissolution; Bankruptcy........................................ 56
Section 13.04.  Subrogation................................................................. 57
Section 13.05.  Trustee to Effectuate Subordination......................................... 58
Section 13.06.  Notice by the Company....................................................... 58
Section 13.07.  Rights of the Trustee; Holders of Senior Indebtedness....................... 59
Section 13.08.  Subordination May Not Be Impaired........................................... 59
Section 13.09.  Article Applicable to Paying Agents......................................... 60
Section 13.10.  Defeasance of This Article.................................................. 60
Section 13.11.  Subordination Language to Be Included in Securities......................... 60
</TABLE>

                                     -iii-

<PAGE>

     INDENTURE, dated as of      ,     , between Entravision Communications
Corporation, a Delaware corporation (herein called the "Company" or the
"Issuer"), having its principal office at 2425 Olympic Boulevard, Suite 6000
West, Santa Monica, CA 90404, and [Name of Trustee], a [      ], as trustee
hereunder (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
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1

                        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:

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

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

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

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

<PAGE>


              (5) all references used herein to the male gender shall include
     the female gender.

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

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

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

     "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, delivered to the Trustee.

     "Business Day" means, with respect to any Securities, a day that in the
City of New York, in the City of Los Angeles, California or in any Place of
Payment is not a day on which banking institutions are authorized by law or
regulation to close.

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

     "Certificated Securities" means Securities that are in registered
definitive form.

     "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 such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

     "Common Shares" means the common shares, $.0001 par value per share, of the
Company existing on the date of this Indenture or any other shares of Capital
Stock of the Company into which such common shares shall be reclassified or
changed.

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

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its chairman of the board, a vice chairman,
its president or a vice president, and by its treasurer, an assistant treasurer,
its secretary or an assistant secretary, and delivered to the Trustee.

                                       -2-

<PAGE>

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time the trust created by this Indenture shall be administered, which
office, at the time of the execution of this Indenture, is located at [       ],
Attn: [         ].

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

     "Depositary" means, unless otherwise specified by the Company pursuant to
either Section 2.03 or 3.01, with respect to Securities of any series issuable
or issued as a Global Security, The Depository Trust Company, New York, New
York, or any successor thereto registered under the Exchange Act, as amended, or
other applicable statute or regulation.

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

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

     "Global Security" means a Security issued to evidence all or a part of any
series of Securities which is executed by the Company and authenticated and
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction, all in accordance with this Indenture and pursuant to a Company
Order, which shall be registered in the name of the Depositary or its nominee.

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

     "Holder Action" has the meaning specified in Section 7.02(d).

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more amendments or indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 3.01.

     "Interest," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

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

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

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

                                       -3-

<PAGE>

     "Officers' Certificate" means a certificate signed by the chairman of the
board, the president or a vice president, and by the treasurer, an assistant
treasurer, the secretary or an assistant secretary, of the Company, and
delivered to the Trustee.

     "Opinion of Counsel" means written opinion of counsel, who may be counsel
for the Company and who shall be acceptable to the Trustee.

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

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

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

          (iii) Securities which 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 upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor. In case of a dispute as to
such right, any decision by the Trustee shall be full protection to the Trustee.
Upon request of the Trustee, the Company shall furnish to the Trustee promptly
an Officers' Certificate listing and identifying all Securities, if any, known
by the Company to be owned or held by or for the account of any of the
above-described persons; and, subject to Section 6.01, the Trustee shall be
entitled to accept such

                                       -4-

<PAGE>

Officers' Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Securities not listed therein are Outstanding for the
purposes of any such determination.

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

     "Person" means any individual, corporation, exempted limited company,
partnership, joint venture, association, joint-stock company, 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 the place or places where the principal of (and premium, if any) and
interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 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.

     "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.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 3.01.

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

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

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

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

     "Senior Indebtedness," unless otherwise specified in one or more indentures
supplemental hereto or approved pursuant to a Board Resolution in accordance
with Section 3.01, means, with respect to the Company, (i) the principal
(including redemption payments), premium, if any, interest and other payment
obligations in respect of (A) indebtedness of the Company for money borrowed and
(B) indebtedness evidenced by securities, debentures, bonds, notes or other
similar instruments issued by the Company, including any such securities issued
under any deed, indenture or other instrument to which the Company is a party
(including, for

                                       -5-

<PAGE>

the avoidance of doubt, indentures pursuant to which subordinated debentures
have been or may be issued); (ii) all capital lease obligations of the Company;
(iii) all obligations of the Company issued or assumed as the deferred purchase
price of property, all conditional sale obligations of the Company, all hedging
agreements and agreements of a similar nature thereto and all agreements
relating to any such agreements, and all obligations of the Company under any
title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of the Company for
reimbursement on any letter of credit, banker's acceptance, security purchase
facility or similar credit transaction; (v) all obligations of the type referred
to in clauses (i) through (iv) above of other Persons for the payment of which
the Company is responsible or liable as obligor, guarantor or otherwise; (vi)
all obligations of the type referred to in clauses (i) through (v) above of
other Persons secured by any lien on any property or asset of the Company
(whether or not such obligation is assumed by the Company); and (vii) any
deferrals, amendments, renewals, extensions, modifications and refundings of all
obligations of the type referred to in clauses (i) through (vi) above, in each
case whether or not contingent and whether outstanding at the date hereof or
thereafter incurred, except, in each case, for the Securities and any such other
                     ------
indebtedness or deferral, amendment, renewal, extension, modification or
refunding that contains express terms, or is issued under a deed, indenture or
other instrument that contains express terms, providing that it is subordinate
to or ranks pari passu with the Securities. Such Senior Indebtedness shall
            ---- -----
continue to be Senior Indebtedness and be entitled to the benefits of the
subordination provisions of this Indenture irrespective of any amendment,
modification or waiver of any term of such Senior Indebtedness and
notwithstanding that no express written subordination agreement may have been
entered into between the holders of such Senior Indebtedness and the Trustee or
any of the Holders.

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

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

     "Subsidiary" means, with respect to any Person:

          (1) any corporation or company a majority of whose Capital Stock with
     voting power, under ordinary circumstances, to elect directors is, at the
     date of determination, directly or indirectly, owned by such Person (a
     "subsidiary"), by one or more subsidiaries of such Person or by such Person
     and one or more subsidiaries of such Person;

          (2) a partnership in which such Person or a subsidiary of such Person
     is, at the date of determination, a general partner of such partnership; or

          (3) any partnership, limited liability company or other Person in
     which such Person, a subsidiary of such Person or such Person and one or
     more subsidiaries of such Person, directly or indirectly, at the date of
     determination, have (x) at least a majority ownership interest or (y) the
     power to elect or appoint or direct the election or

                                       -6-

<PAGE>

     appointment of the managing partner or member of such Person or, if
     applicable, a majority of the directors or other governing body of such
     Person.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as amended and
in force at the date as of which this instrument was executed, except as
provided in Section 9.05.

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

     "U.S. Government Obligations" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as to the timely
payment of principal and interest as a full faith and credit obligation by the
United States of America, which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company which is a member of the Federal Reserve
System and having a combined capital and surplus of at least $50,000,000 as
custodian with respect to any such obligation evidenced by such depository
receipt or a specific payment of interest on or principal of any such obligation
held by such custodian for the account of the holder of a depository receipt;
provided that (except as required by law) such custodian is not authorized to
--------
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the obligation
set forth in (i) or (ii) above or the specific payment of interest on or
principal of such obligation evidenced by such depository receipt.

Section 1.02. Compliance Certificates and Opinions.
              -------------------------------------

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

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

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








                                       -7-

<PAGE>

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

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

              (4) a statement as to whether, in the opinion of each such Person,
     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 such Person may certify
or give an opinion as to such matters in one or several documents.

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

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

Section 1.04. Acts of Holders.
              ----------------

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee 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.

                                       -8-

<PAGE>

     (b) The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may be proved in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee
or in any reasonable manner which the Trustee deems sufficient.

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

     (d) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. Notwithstanding Trust Indenture Act Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act maybe given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities shall be computed as of such record date;
provided, however, that no such authorization, agreement or consent by such
--------  -------
Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven
months after the record date.

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

Section 1.05. Notices, Etc., to Trustee and Company.
              --------------------------------------

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

              (1) the Trustee by any Holder 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:
     [      ], or

              (2) the Company by the Trustee or by any Holder shall be
     sufficient for every purpose hereunder (unless otherwise herein expressly
     provided) if in writing and mailed, first-class postage prepaid, to the
     Company addressed to it at the address of its principal office specified in
     the first paragraph of this instrument or at any other address previously
     furnished in writing to the Trustee by the Company, to the attention of the
     general counsel of the Company.

                                       -9-

<PAGE>

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 in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. 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.

     In case by reason of the suspension of regular mail service or by reason of
any other case 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 another
provision which is required or deemed to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required or deemed provision
shall control.

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 shall bind
its 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
and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

                                       -10-

<PAGE>

Section 1.12. Governing Law.
              --------------

     This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

Section 1.13. Legal Holidays.
              ---------------

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and after
          --------
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be.

Section 1.14. References to Currency.
              -----------------------

     All references in this Indenture to "dollars" or "$" are to the currency of
the United States of America.

Section 1.15. Agent for Service; Submission to Jurisdiction; Waiver of
              --------------------------------------------------------
              Immunities.
              -----------

     By the execution and delivery of this Indenture, the Company (i)
acknowledges that it has, by separate written instrument, designated and
appointed National Registered Agents, Inc. (the "Process Agent"), 440 9th
Avenue, 5th Floor, New York, New York 10001, United States, as its authorized
agent upon which process may be served in any suit, action or proceeding arising
out of or relating to the notes or this Indenture that may be instituted in any
Federal or state court in the State of New York, The City of New York, the
Borough of Manhattan, or brought under Federal or state securities laws or
brought by the Trustee (whether in its individual capacity or in its capacity as
Trustee hereunder), and acknowledges that the Process Agent has accepted such
designation, (ii) submits to the jurisdiction of any such court in any such
suit, action or proceeding and (iii) agrees that service of process upon the
Process Agent and written notice of said service to it at its principal office
in accordance with Section 1.05 hereof), shall be deemed in every respect
effective service of process upon it in any such suit or proceeding. The Company
further agrees to take any and all action, including the execution and filing of
any and all such documents and instruments as may be necessary to continue such
designation and appointment of the Process Agent in full force and effect so
long as the Securities shall be outstanding; provided that the Company may (and
shall, to the extent the Process Agent ceases to be able to be served on the
basis contemplated herein) by written notice to the Trustee, designate such
additional or alternative agents for service of process under this Section 1.15
that (i) maintains an office located in the Borough of Manhattan, The City of
New York in the State of New York, (ii) are either (x) counsel for the Company
or (y) a corporate service company which acts as agent for service of process
for other Persons in the ordinary course of its business and (iii) agrees to act
as agent for service of process in accordance with this Section 1.15. Such
notice shall identify the name of such agent for process and the address of such
agent for process in the Borough of Manhattan, The City of New York, State of
New York. Notwithstanding the

                                       -11-

<PAGE>

foregoing, there shall, at all times, be at least one agent for service of
process for the Company appointed and acting in accordance with this Section
1.15.

     To the extent that the Company has or hereafter may acquire any immunity
from jurisdiction of any court or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to itself or its property, it hereby
irrevocably waives such immunity in respect of its obligations under the
above-referenced documents, to the extent permitted by law.

Section 1.16. Judgment Currency.
              ------------------

     The Company hereby agrees to indemnify the Trustee and each Holder against
any loss incurred by any of them as a result of any judgment or order being
given or made for any amount due under this Indenture or the Securities and such
judgment or order being expressed and paid in a currency (the "Judgment
Currency") other than U.S. dollars and as result of any variation as between (i)
the rate of exchange at which the U.S. dollar amount is converted into the
Judgment Currency for the purpose of such judgment or order and (ii) the spot
rate of exchange in The City of New York at which any such person on the date of
payment of such judgment or order is able to purchase U.S. dollars with the
amount of the Judgment Currency actually received by such person. The foregoing
indemnity shall continue in full force and effect notwithstanding any such
judgment or order as aforesaid. The term "spot rate of exchange" shall include
any premiums and costs of exchange payable in connection with the purchase of,
or conversion into, U.S. dollars.

                                   ARTICLE 2

                                 SECURITY FORMS

Section 2.01. Forms Generally.
              ----------------

     The Securities of each series shall be in substantially the forms
established in one or more indentures supplemental hereto or approved from time
to time by or pursuant to a Board Resolution in accordance with Section 3.01, in
each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and any indenture
supplemental hereto, 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 securities
regulatory authority or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action 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 such
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 such Securities, as evidenced by their execution of
such Securities.

                                       -12-

<PAGE>

Section 2.02. Form of Trustee's Certificate of Authentication.
              ------------------------------------------------

     The Trustee's certificate of authentication required by this Article shall
be in substantially the form set forth below.

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

                                        [NAME OF TRUSTEE],
                                        as Trustee

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

Section 2.03. Securities Issuable in the Form of a Global Security.
              -----------------------------------------------------

     (a) If the Issuer shall establish pursuant to Sections 2.01 and 3.01 that
the Securities of a particular series are to be issued in whole or in part in
the form of one or more Global Securities, then the Issuer shall execute and the
Trustee shall, in accordance with Section 3.03 and the Company Order delivered
to the Trustee thereunder, authenticate and deliver, such Global Security or
Securities, which (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, the Outstanding Securities of such
series to be represented by such Global Security or Securities, (ii) shall be
registered in the name of the Depositary for such Global Security or Securities
or its nominee, (iii) shall be delivered by the Trustee to the Depositary or its
custodian or pursuant to the Depositary's instruction and (iv) shall bear a
legend substantially to the following effect: "UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS
GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE
DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN."

     (b) Notwithstanding any other provision of this section or of Section 3.05,
unless the terms of a Global Security expressly permit such Global Security to
be exchanged in whole or in part for individual Securities, a Global Security
may be transferred, in whole but not in part and in the manner provided in
Section 3.05, only to another nominee of the Depositary for such

                                       -13-

<PAGE>

Global Security, or to a successor Depositary for such Global Security
selected or approved by the Issuer or to a nominee of such successor Depositary.

     (c)  (i)   If at any time the Depositary for a Global Security notifies the
Issuer that it is unwilling or unable to continue as Depositary for such Global
Security or if at any time the Depositary for the Securities for such series
shall no longer be eligible or in good standing under the Exchange Act, or other
applicable statute or regulation, the Issuer shall appoint a successor
Depositary with respect to such Global Security. If a successor Depositary for
such Global Security is not appointed by the Issuer within 90 days after the
Issuer receives such notice or becomes aware of such ineligibility, the Issuer
will execute a Company Order for the authentication and delivery of individual
Securities of such series in exchange for such Global Security, and the Trustee,
upon receipt of such Company Order, will authenticate and deliver individual
Securities of such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of the Global Security
in exchange for such Global Security.

          (ii)  If an Event of Default shall have occurred and be continuing or
     an event shall have occurred which with the giving of notice or lapse of
     time or both, would constitute an Event of Default with respect to the
     Securities represented by such Global Security, the Trustee, upon receipt
     of a Company Order for the authentication and delivery of individual
     Securities of such series in exchange for such Global Security, will
     authenticate and deliver individual Securities of such series of like tenor
     and terms in definitive form in an aggregate principal amount equal to the
     principal amount of the Global Security in exchange for such Global
     Security.

          (iii) The Issuer may at any time and in its sole discretion determine
     that the Securities of any series issued or issuable in the form of one or
     more Global Securities shall no longer be represented by such Global
     Security or Securities. In such event the Issuer will execute, and the
     Trustee, upon receipt of a Company Order for the authentication and
     delivery of individual Securities of such series in exchange in whole or in
     part for such Global Security, will authenticate and deliver individual
     Securities of such series of like tenor and terms in definitive form in an
     aggregate principal amount equal to the principal amount of such Global
     Security or Securities representing such series to be so exchanged for such
     Global Security or Securities.

          (iv)  If specified by the Issuer pursuant to Section 3.01 with respect
     to Securities issued or issuable in the form of a Global Security, the
     Depositary for such Global Security may surrender such Global Security in
     exchange in whole or in part for individual Securities of such series of
     like tenor and terms in definitive form on such terms as are acceptable to
     the Issuer and such Depositary. Thereupon the Issuer shall execute, and the
     Trustee shall authenticate and deliver, without service charge, (1) to each
     Person specified by such Depositary a new Security or Securities of the
     same series of like tenor and terms and of any authorized denomination of
     $1,000 and any integral multiple thereof as requested by such Person in
     aggregate principal amount equal to and in exchange for such Person's
     beneficial interest in the Global Security; and (2) to such Depositary a
     new Global Security of like tenor and terms and in a denomination equal to

                                       -14-

<PAGE>

the difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Securities delivered to Holders
thereof.

          (v) In any exchange provided for in any of the preceding four
     paragraphs, the Issuer will execute and the Trustee will authenticate and
     deliver individual Securities in definitive registered form in authorized
     denominations of $1,000 and any integral multiple thereof. Upon the
     exchange of a Global Security for individual Securities, such Global
     Security shall be cancelled by the Trustee. Securities issued in exchange
     for a Global Security pursuant to this section shall be registered in such
     names and in such authorized denominations as the Depositary for such
     Global Security, pursuant to instructions from its direct or indirect
     participants or otherwise, shall instruct the Trustee. The Trustee shall
     deliver such Securities to the persons in whose names such Securities are
     so registered.

                                   ARTICLE 3

                                 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,

              (1) any limit upon the aggregate principal amount of the
     Securities of the series which may be authenticated and delivered under
     this Indenture (except for Securities authenticated and delivered upon
     registration of transfer of, or in exchange for, or in lieu of, other
     Securities of the series pursuant to Sections 2.03, 3.04, 3.05, 3.06, 9.06
     or 11.07);

              (2) the issue price, expressed as a percentage of the aggregate
     principal amount;

              (3) the date or dates on which the principal of the Securities of
     the series is payable;

              (4) the rate or rates at which the Securities of the series shall
     bear interest, if any, the date or dates from which such interest shall
     accrue, the Interest Payment Dates on which such interest shall be payable
     and the Regular Record Date for the interest payable on the Interest
     Payment Date;

              (5) 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 at which and the terms

                                       -15-

<PAGE>

     and conditions upon which Securities of the series shall be redeemed or
     purchased, in whole or in part, pursuant to such obligation;

          (6) the period or periods within which, the price or prices or ratios
     at which and the terms and conditions upon which Securities of the series
     may be redeemed, converted or exchanged, in whole or in part;

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

          (8) if other than the full principal amount, the portion of the
     principal amount of debt securities of the series which will be payable
     upon declaration of acceleration or provable in bankruptcy;

          (9) any events of default not set forth in this Indenture;

          (10) the currency or currencies, including composite currencies, in
     which payment of the principal of (and premium, if any) and interest, if
     any, on such Securities shall be payable (if other than the currency of the
     United States of America), which unless otherwise specified shall be the
     currency of the United States of America as at the time of payment is legal
     tender for payment of public or private debts;

          (11) if the principal of (and premium, if any) or interest, if any, on
     such Securities is to be payable, at the election of the Company or any
     Holder thereof, in a coin or currency other than that in which such
     Securities are stated to be payable, then the period or periods within
     which, and the terms and conditions upon which, such election may be made;

          (12) whether interest will be payable in cash or additional Securities
     at the Company's or the Holders' option and the terms and conditions upon
     which the election may be made;

          (13) if such Securities are to be denominated in a currency or
     currencies, including composite currencies, other than the currency of the
     United States of America, the equivalent price in the currency of the
     United States of America for purposes of determining the voting rights of
     Holders of such Securities as Outstanding Securities under this Indenture;

          (14) if the amount of payments of principal of (and premium, if any),
     or portions thereof, or interest, if any, on such Securities may be
     determined with reference to an index, formula or other method based on a
     coin or currency other than that in which such Securities are stated to be
     payable, the manner in which such amounts shall be determined;

          (15) any restrictive covenants or other material terms relating to the
     offered debt securities, which covenants and terms shall not be
     inconsistent with the provisions of this Indenture;

                                       -16-

<PAGE>

              (16) whether the Securities of the series shall be issued in whole
     or in part in the form of a Global Security or Securities; the terms and
     conditions, if any, upon which such Global Security or Securities may be
     exchanged in whole or in part for other individual Securities; and the
     Depositary for such Global Security or Securities;

              (17) if other than as set forth in this Indenture, any terms with
     respect to subordination of such Securities, including, without limitation,
     the definition of "Senior Indebtedness";

              (18) any listing of such Securities on any securities exchange;

              (19) additional or alternative provisions, if any, related to
     defeasance and discharge of the offered debt securities;

              (20) the applicability of any guarantees;

              (21) if convertible into Common Shares, the terms on which such
     Securities are convertible, including the initial conversion price, the
     conversion period, any events requiring an adjustment of the applicable
     conversion price and any requirements relating to the reservation of such
     Common Shares for purposes of conversion;

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

              (23) each initial Place of Payment; and

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

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to such
Board Resolution and set forth in such Officers' Certificate or in any such
indenture supplemental hereto.

     If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the 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 Securities of any series.

Section 3.02. Denominations.
              --------------

     The Securities of each series shall be issuable in registered form without
coupons 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 such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.

                                       -17-

<PAGE>

Section 3.03.  Execution, Authentication, Delivery and Dating.
               -----------------------------------------------

     The Securities shall be executed on behalf of the Company by its chairman
of the Board of Directors, a vice chairman, its president or one of its vice
presidents, under its corporate seal 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 such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 2.01 and
3.01, or by one or more indentures supplemental hereto as provided by Section
9.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Opinion of Counsel stating

          (a) that such form has been established in conformity with the
     provisions of this Indenture;

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

          (c) that this Indenture and such 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 valid and legally binding obligations of the Company,
     enforceable in accordance with their terms, subject to bankruptcy,
     insolvency, fraudulent conveyance, reorganization and other laws of general
     applicability relating to or affecting the enforcement of creditors' rights
     and to general equity principles;

          (d) that all laws and requirements in respect of the execution and
     delivery by the Company of the Securities have been complied with; and

          (e) such other matters as the Trustee may reasonably request.

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 reasonably acceptable to the Trustee.


                                      -18-

<PAGE>

     Each Security shall be dated the date of its authentication unless
otherwise provided by the terms established and contemplated by Section 3.01.

     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
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.

Section 3.04.  Temporary Securities.
               ---------------------

     Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are 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 such Securities may determine, as evidenced by their
execution of such Securities.

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

Section 3.05.  Registration, Registration of Transfer and Exchange.
               ----------------------------------------------------

     The Company shall cause to be kept at one of its offices or agencies
maintained pursuant to Section 10.02 or at the Corporate Trust Office of the
Trustee 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
Section 2.03 and to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of Securities.
The Trustee initially is hereby appointed "Security Registrar" for the purpose
of registering Securities and transfers of Securities as herein provided. The
Company may act as Security Registrar and may change or appoint a Security
Registrar without prior notice to Holders or to the Trustee.

     Subject to Section 2.03, upon surrender for registration of transfer of any
Security of any series at the office or agency in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor.


                                      -19-

<PAGE>

     Subject to Section 2.03, at the option of the Holder, Securities of any
series may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor,
upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

     Subject to Section 2.03, all Securities issued upon any registration or
transfer or exchange of Securities shall be valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Sections 2.03, 3.04, 9.06 or 11.07 not involving any
transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption (under Section 11.03) and
ending at the close of business on the day of such mailing, 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 there shall be delivered to the Company and the Trustee (i)(A) any
mutilated Security or (B) evidence to their satisfaction of the destruction,
loss or theft of any Security and (ii) such security or indemnity as may be
required by them to hold 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 upon
its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for such mutilated Security, a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

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

     Upon the issuance of any new Security under this section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed


                                      -20-

<PAGE>

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

     The provisions of this section 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.

     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 (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security of such series and the date of the proposed payment, and
     at the same time the Company shall deposit with the Trustee an amount of
     money 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
     such 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


                                      -21-

<PAGE>

     Record Date therefor having been so mailed, such Defaulted Interest shall
     be paid to the Persons in whose names the Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to the following clause (2).

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

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

Section 3.08.  Persons Deemed Owners.
               ----------------------

     Subject to Section 2.03, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 3.07) interest on
such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and none of the Company, the Trustee or any agent of the
Company or the Trustee shall be affected by notice to the contrary.

Section 3.09.  Cancellation.
               -------------

     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this section, except as expressly permitted
by this Indenture. The Trustee shall destroy cancelled Securities and deliver a
certificate of such destruction to the Company.

Section 3.10.  Computation of Interest.
               ------------------------

     Except as otherwise specified as contemplated by Section 3.01 for the
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year of 12 30-day months.


                                      -22-

<PAGE>

                                   ARTICLE 4

                           SATISFACTION AND DISCHARGE

Section 4.01.  Satisfaction and Discharge of Indenture.
               ----------------------------------------

     This Indenture shall upon Company Request cease to be of further effect
with respect to any series of Securities (except as to (i) any surviving rights
of registration of transfer or exchange of Securities herein expressly provided
for, (ii) rights hereunder of Holders to receive payments of principal of, and
premium, if any, and interest on, Securities, and other rights, duties and
obligations of the Holders as beneficiaries hereof with respect to the amounts,
if any, so deposited with the Trustee, (iii) remaining obligations of the
Company to make mandatory sinking fund payments and (iv) the rights, obligations
and immunities of the Trustee hereunder), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to any series of Securities, when

          (1) either

               (A) all Securities of such series theretofore authenticated and
          delivered (other than (i) Securities of such series which have been
          mutilated, destroyed, lost or stolen and which have been replaced or
          paid as provided in Section 3.06 and (ii) Securities of such series
          for whose payment money has theretofore been deposited in trust or
          segregated and held in trust by the Company and thereafter repaid to
          the Company or discharged from such trust, as provided in Section
          10.03) have been delivered to the Trustee for cancellation; or

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

                    (i)   have become due and payable, or

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

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

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

          (2) if all series of Securities are being discharged, the Company has
     paid or caused to be paid all other sums payable hereunder by the Company;
     and


                                      -23-

<PAGE>

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of clause
(1) of this section, the obligations of the Trustee under Section 4.02 and the
next to last paragraph of Section 10.03, shall survive.

Section 4.02.  Application of Trust Funds; Indemnification.
               --------------------------------------------

     (a) Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01, all money and U.S.
Government Obligations deposited with the Trustee pursuant to Section 4.03 or
4.04 and all money received by the Trustee in respect of U.S. Government
Obligations deposited with the Trustee pursuant to Section 4.03 or 4.04 shall be
held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with or received by the Trustee or to make mandatory sinking fund payments or
analogous payments as contemplated by Sections 4.03 or 4.04, but such money need
not be segregated from other funds except to the extent required by law.

     (b) The Company shall pay and shall indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against U.S. Government Obligations
deposited pursuant to Sections 4.03 or 4.04, or the interest and principal
received in respect of such obligations other than any payable by or on behalf
of Holders.

     (c) The Trustee shall deliver or pay to the Company from time to time upon
Company Request any U.S. Government Obligations or money held by it as provided
in Sections 4.03 or 4.04 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount thereof which then
would have been required to be deposited for the purpose for which such
obligations or money were deposited or received.

Section 4.03.  Defeasance and Discharge of Indenture.
               --------------------------------------

     The Company shall be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Securities on the 91st day after the date of
the deposit referred to in subparagraph (1) of this section, and the provisions
of this Indenture, as it relates to such Outstanding Securities, shall no longer
be in effect (and the Trustee, at the expense of the Company, shall at Company
Request, execute proper instruments acknowledging the same), except as to:

          (a) the rights of Holders of Securities to receive, from the trust
     funds described in subparagraph (1) hereof, (i) payment of the principal of
     (and premium, if any) and each installment of principal of (and premium, if
     any) or interest on the Outstanding Securities on the Stated Maturity of
     such principal or installment of principal


                                      -24-

<PAGE>

     or interest and (ii) the benefit of any mandatory sinking fund payments
     applicable to the Securities on the day on which such payments are due and
     payable in accordance with the terms of this Indenture and the Securities;

          (b) the Company's obligations with respect to such Securities under
     Sections 3.05, 3.06, 10.02 and 10.03; and

          (c) the obligations of the Company to the Trustee under Section 6.07,

provided that the following conditions shall have been satisfied:
--------

          (1) the Company has or caused to be irrevocably deposited (except as
     provided in Section 4.02) with the Trustee as trust funds in trust,
     specifically pledged as security for, and dedicated solely to, the benefit
     of the Holders of the Securities, (i) money in an amount, or (ii) U.S.
     Government Obligations which through the payment of interest and principal
     in respect thereof in accordance with their terms will provide not later
     than one day before the due date of any payment referred to in clause (A)
     or (B) of this subparagraph money in an amount, or (iii) a combination
     thereof, sufficient, in the opinion of a nationally recognized firm of
     independent certified public accountants expressed in a written
     certification thereof delivered to the Trustee, to pay and discharge (A)
     the principal of (and premium, if any) and each installment of principal of
     (and premium, if any) and interest on the Outstanding Securities on the
     Stated Maturity of such principal or installment of principal or interest
     or on the applicable Redemption Date and (B) any mandatory sinking fund
     payments applicable to the Securities on the day on which such payments are
     due and payable in accordance with the terms of this Indenture and of the
     Securities;

          (2) such deposit shall not cause the Trustee with respect to the
     Securities to have a conflicting interest for purposes of the Trust
     Indenture Act with respect to the Securities;

          (3) such deposit will not result in a breach or violation of, or
     constitute a default under, any applicable laws, this Indenture or any
     other agreement or instrument to which the Company is a party or by which
     it is bound;

          (4) no Event of Default or event which with notice or lapse of time
     would become an Event of Default with respect to the Securities shall have
     occurred and be continuing on the date of such deposit or during the period
     ending on the 91st day after such date; and

          (5) if the deposit referred to in subparagraph (1) of this section is
     to be made on or prior to one year from the Stated Maturity for payment of
     principal of the Outstanding Securities, the Company has delivered to the
     Trustee an Opinion of Counsel with no material qualifications or a
     favorable ruling of the Internal Revenue Service, in either case to the
     effect that Holders of the Securities will not recognize income, gain or
     loss for federal income tax purposes as a result of such deposit,
     defeasance and discharge and will be subject to federal income tax on the
     same amount and in the same manner and at the same times, as would have
     been the case if such deposit, defeasance and discharge had not occurred.


                                      -25-

<PAGE>

Section 4.04.  Defeasance of Certain Obligations.
               ----------------------------------

     If this section is specified to be applicable to Securities of any series,
the Company may omit to comply with any term, provision or condition set forth
in the sections of this Indenture or such Security with respect to the
Securities of that series ("Covenant Defeasance") if:

          (1) with reference to this section, the Company has deposited or
     caused to be irrevocably deposited with the Trustee as trust funds in
     trust, specifically pledged as security for, and dedicated solely to, the
     benefit of the Holders of the Securities of that series, (i) money in an
     amount, or (ii) U.S. Government Obligations which through the payment of
     interest and principal in respect thereof in accordance with their terms
     will provide not later than one day before the due date of any payment
     referred to in clause (A) or (B) of this subparagraph money in an amount,
     or (iii) a combination thereof, sufficient, in the opinion of a nationally
     recognized firm of independent public accountants expressed in a written
     certification thereof delivered to the Trustee, to pay and discharge (A)
     the principal of (and premium, if any) and each installment of principal
     (and premium, if any) and interest on the Outstanding Securities of that
     series on the Stated Maturity of such principal or installment of principal
     or interest and (B) any mandatory sinking fund payments or analogous
     payments applicable to Securities of such series on the day on which such
     payments are due and payable in accordance with the terms of the Indenture
     and of such Securities;

          (2) such deposit shall not cause the Trustee with respect to the
     Securities of that series to have a conflicting interest for purposes of
     the Trust Indenture Act with respect to the Securities of any series;

          (3) such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Company is a party or by which it is bound;

          (4) if the deposit referred to in subparagraph (1) of this section is
     to be made on or prior to one year from the Stated Maturity for payment of
     principal of the Outstanding Securities, the Company has delivered to the
     Trustee an Opinion of Counsel with no material qualifications or a
     favorable ruling of the Internal Revenue Service, in either case to the
     effect that Holders of the Securities will not recognize income, gain or
     loss for federal income tax purposes as a result of such deposit and
     defeasance of certain obligations and will be subject to federal income tax
     on the same amount and in the same manner and at the same times, as would
     have been the case if such deposit and defeasance had not occurred; and

          (5) 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 defeasance contemplated by this section
     have been complied with.

     In the event the Company effects Covenant Defeasance with respect to any
Securities and such Securities are declared due and payable because of the
occurrence of any Event of Default, other than an Event of Default with respect
to any covenant as to which there has been Covenant


                                      -26-

<PAGE>

Defeasance, the U.S. Government Obligations on deposit with the Trustee will be
sufficient to pay amounts due on such Securities at the time of the Stated
Maturity but may not be sufficient to pay amounts due on such Securities at the
time of the acceleration resulting from such Event of Default.


                                    ARTICLE 5

                                    REMEDIES

Section 5.01.  Events of Default.
               ------------------

     "Event of Default" (except as otherwise specified or contemplated by
Section 3.01 for Securities of any series) wherever used herein with respect to
Securities of any series, means any one of the following events:

          (1) default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 60 days; or

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

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

          (4) default in the performance, or breach, of any material 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 specifically dealt with or which has expressly been included
     in this Indenture solely for the benefit of series of Securities other than
     that series) for a period of 60 days after there has been given, and
     continuance of such by registered or certified mail, to the Company by the
     Trustee or to the Company and the Trustee by the Holders of at least 25% in
     principal amount of the Outstanding Securities 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

          (5) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under any applicable bankruptcy, insolvency, reorganization
     or other similar law or (B) a decree or order adjudging the Company a
     bankrupt or insolvent, or approving as properly filed a petition seeking
     reorganization, arrangement, adjustment or composition of or in respect of
     the Company under any applicable law, or appointing a custodian, receiver,
     liquidator, assignee, trustee, sequestrator or other similar official of
     the Company or of any substantial part of its property, or ordering the
     winding up or liquidation of its affairs, and the continuance of any such
     decree or order for relief or any such other decree or order unstayed and
     in effect for a period of 60 consecutive days; or

          (6) the commencement by the Company of a voluntary case or proceeding
     under any applicable bankruptcy, insolvency, reorganization or other
     similar law or of any other


                                      -27-

<PAGE>

     case or proceeding to be adjudicated a bankrupt or insolvent, or the
     consent by it to the entry of a decree or order for relief in respect of
     the Company in an involuntary case or proceeding under any applicable
     bankruptcy, insolvency, reorganization or other similar law or to the
     commencement of any bankruptcy or insolvency case or proceeding against it,
     or the filing by it of a petition or answer or consent seeking
     reorganization or relief under any applicable law, or the consent by it to
     the filing of such petition or to the appointment of or taking possession
     by a custodian, receiver, liquidator, assignee, trustee, sequestrator or
     similar official of the Company or of any substantial part of its property,
     or the making by it of an assignment for the benefit of creditors, or the
     admission by it in writing of its inability to pay its debts generally as
     they become due and its willingness to have a case commenced against it or
     to seek an order for relief under any applicable bankruptcy, insolvency or
     other similar law or the taking of corporate action by the Company in
     furtherance of any such action; or

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

Section 5.02.  Acceleration of Maturity: Rescission and Annulment.
               ---------------------------------------------------

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

     In the case of an Event of Default resulting from bankruptcy, insolvency or
reorganization, which occurs and is continuing with respect to Securities of any
series at the time Outstanding, then all unpaid principal of and accrued
interest on all such Outstanding Securities of that series shall become
immediately due and payable without any notice or other action on the part of
the Trustee or the Holders of any Securities of such series.

     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

          (1) the Company has paid or deposited with the Trustee a sum
     sufficient to pay

               (A) all overdue interest on all Securities of that series,

               (B) the principal of (and premium, if any, on) any Securities of
          that series which have become due otherwise than by such declaration
          of acceleration and interest thereon at the rate or rates prescribed
          therefor in such Securities,


                                      -28-

<PAGE>

               (C) to the extent that payment of such interest is lawful,
          interest upon overdue interest at the rate or rates prescribed
          therefor in such Securities, and

               (D) all sums paid or advanced by the Trustee and any predecessor
          Trustee hereunder and all sums due the Trustee and any predecessor
          Trustee under Section 6.07;

               and

          (2) all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that 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

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest 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, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including all amounts due the Trustee and any predecessor Trustee
under Section 6.07.

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

     If any Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series 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.


                                      -29-

<PAGE>

Section 5.04.  Trustee May File Proofs of Claim.
               ---------------------------------

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

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

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

Section 5.05.  Trustee May Enforce Claims Without Possession of Securities.
               ------------------------------------------------------------

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities 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 shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, upon presentation of the


                                      -30-

<PAGE>

Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee and each
     predecessor Trustee under Section 6.07;

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

          THIRD: To the Company.

Section 5.07.  Limitation on Suits.
               --------------------

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

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

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

Section 5.08.  Unconditional Right of Holders to Receive Principal, Premium and
               ----------------------------------------------------------------
               Interest.
               ---------

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 3.07)
interest on such Security on the Stated Maturity or


                                      -31-

<PAGE>

Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

Section 5.09.  Restoration of Rights and Remedies.
               -----------------------------------

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

Section 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 the last paragraph of Section
3.06, no right or remedy herein conferred upon 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 Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or any
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

Section 5.12.  Control by Holders.
               -------------------

     The Holders of a majority in principal amount of the Outstanding Securities
of any series (or if more than one series is affected thereby, of all series so
affected, voting as a single class) shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series, provided that
                                  --------

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture, expose the Trustee to personal liability or be unduly
     prejudicial to holders not joining therein, and

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


                                      -32-

<PAGE>

     Nothing in this Indenture shall impair the right of the Trustee to take any
other action deemed proper by the Trustee which is not inconsistent with 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 such series waive any past default hereunder with respect to such
series and its consequences, except a default

          (1) in the payment of the principal of (or premium, if any) or
     interest on any Security of such series, or

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

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or 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,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this section shall not apply to any suit instituted by the
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 any Securities on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date). This Section 5.14 shall be in lieu of Section 315(e)
of the Trust Indenture Act and such Section 315(e) is hereby expressly excluded
from this Indenture, as permitted by the Trust Indenture Act.

Section 5.15.  Waiver of Stay or Extension Laws.
               ---------------------------------

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


                                      -33-

<PAGE>

                                    ARTICLE 6

                                   THE TRUSTEE

Section 6.01.  Certain Duties and Responsibilities.
               ------------------------------------

     (a) Except during the continuance of an Event of Default with respect to
the Securities of any series,

          (1) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture with respect to such
     series, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture; but in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     be under a duty to examine the same to determine whether or not they
     conform to the requirements of this Indenture.

     (b) In case an Event of Default has occurred with respect to Securities of
any series and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture with respect to such series of Securities,
and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own affairs.

     (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own wilful misconduct, except that
                                      ------

          (1) this subsection shall not be construed to limit the effect of
     Subsection (a) of this section;

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

          (3) the Trustee shall not be liable 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 a majority in principal amount of the Outstanding
     Securities of any series, determined as provided in Section 5.12, relating
     to the time, method and place of conducting any proceeding for any remedy
     available to the Trustee, or exercising any trust or power conferred upon
     the Trustee, under this Indenture with respect to the Securities of such
     series; and

          (4) no provision of this Indenture shall require the Trustee to expend
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its duties hereunder, or in the exercise of any of
     its rights or powers, if it shall have


                                      -34-

<PAGE>

     reasonable grounds for believing that repayment of such funds or adequate
     indemnity against such risk or liability is not reasonably assured to it.

     (d) 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.

Section 6.02.  Notice of Defaults.
               -------------------

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
                                              --------  -------
the case of a default in the payment of the principal of (or premium, if any) or
interest on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders of Securities of such series; and
provided, further, that in the case of any default of the character specified in
--------  -------
Section 5.01(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

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 upon any Board Resolution, resolution, Officers' Certificate,
certificate, statement, instrument, Opinion of Counsel, 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 upon
an Officers' Certificate;

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


                                      -35-

<PAGE>

     (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 reasonable security or indemnity 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 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;
and

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

Section 6.04.  Not Responsible for Recitals or Issuance of Securities.
               -------------------------------------------------------

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes 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 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 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 6.12, may otherwise deal
with, and collect obligations owed to it by, the Company with the same rights it
would have if it were not Trustee, Paying Agent, Security Registrar or such
other agent.

Section 6.06.  Money Held in Trust.
               --------------------

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

Section 6.07.  Compensation and Reimbursement.
               -------------------------------

     The Company agrees

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


                                      -36-

<PAGE>

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

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

     To ensure the performance of the obligations of the Company under this
section, the Trustee shall have a senior claim to which the Securities are
hereby made subordinate upon all property and funds held or collected by the
Trustee as such, except property and funds held in trust for the payment of
principal of, premium, if any, or interest on particular Securities.

Section 6.08.  Disqualification; Conflicting Interests.
               ----------------------------------------

     The Trustee shall comply with the terms of Section 310(b) of the Trust
Indenture Act.

Section 6.09.  Corporate Trustee Required; Eligibility.
               ----------------------------------------

     There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers having (or, in the case of the
subsidiary of a bank holding company that guarantees the obligations of the
Trustee under this Indenture, such holding company's parent shall have) a
combined capital and surplus of at least $50,000,000 subject to supervision or
examination by Federal or State authority. If such corporation or holding
company parent publishes reports of condition at least annually, pursuant to law
or the requirements of said supervising or examining authority, then for the
purposes of this section, the combined capital and surplus of such corporation
or holding company parent shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

Section 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 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


                                      -37-

<PAGE>

successor Trustee required by Section 6.11 shall not have been delivered to
the 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 with respect to the Securities of such
series. If the acceptance of appointment is substantially contemporaneous with
the resignation, then the notice called for by the first sentence of this
subsection may be combined with the instrument called for by Section 6.11.

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

     (d) If at any time:

          (1) the Trustee shall fail to comply with Section 6.08 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 6.09 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, 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 with respect to all
Securities and the appointment of a successor Trustee or Trustees.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor appointed by the Company. If no successor Trustee
with respect to the Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner required by
Section 6.11, any Holder who has


                                      -38-

<PAGE>

been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

     (f) The Company shall give notice of each resignation and each removal of
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 by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

Section 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 the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

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


                                      -39-

<PAGE>

Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

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

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

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 (including the administration of this Indenture), shall be the
successor of the Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case
any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

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 upon 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). A trustee who has resigned or been
removed shall be subject to the Trust Indenture Act Section 311(a) to the extent
provided therein.

                                   ARTICLE 7

                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 the Securities of each series

          (a) semi-annually, not more than fifteen days after each Regular
     Record Date, or, in the case of any series of Securities on which
     semi-annual interest is not payable, not more than fifteen days after such
     semi-annual dates as may be specified by the Trustee, a list, in such form
     as the Trustee may reasonably require, of the names and addresses of the
     Holders as of such Regular Record Date or such semi-annual date, as the
     case may be, and


                                       -40-

<PAGE>

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

provided, however, that so long as the Trustee is the Security Registrar, no
--------  -------
such list need be furnished.

Section 7.02. Preservation of Information; Communications to Holders.
              -------------------------------------------------------

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

     (b) If three or more Holders (herein referred to as "applicants") apply in
writing to the Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders with respect to their rights
under this Indenture or under the Securities and is accompanied by a copy of the
form of proxy or other communication which such applicants propose to transmit,
then the Trustee shall, within five Business Days after the receipt of such
application, at its election, either

          (i) afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 7.02(a), or

          (ii) inform such applicants as to the approximate number of Holders
     whose names and addresses appear in the information preserved at the time
     by the Trustee in accordance with Section 7.02(a), and as to the
     approximate cost of mailing to such Holders the form of proxy or other
     communication, if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 7.02(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and


                                       -41-

<PAGE>

the renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

     (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 the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.02(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 7.02(b).

     (d) Subject to Sections 7.02(a), 7.02(b), 7.02(c) and 6.01, if the Company
or any other person (other than the Trustee) shall desire to communicate with
Holders of Securities to solicit or obtain from them any proxy, consent,
authorization, waiver, approval of a plan of reorganization, arrangement or
readjustment or other action ("Holder Action"), the Trustee shall have no duty
to participate in such communication or solicitation or the processing of
responses in any manner except (i) to furnish the rules and regulations and to
perform the functions referred to in Section 1.04 and (ii) to receive (A) the
instruments evidencing the Holder Action together with (B) the Officers'
Certificate and Opinion of Counsel referred to below. The Company hereby
covenants that any and all communications and solicitations distributed by it in
connection with any Holder Action will comply in all material respects with
applicable law, including without limitation applicable law concerning adequacy
of disclosure. The Trustee shall have no responsibility for the accuracy or
completeness of any materials circulated to solicit any Holder Action nor for
any related communications nor for the compliance thereof with applicable law.
No Holder Action shall become effective until the Trustee shall have received
from the Company or other person who solicited the Holder Action (1) the
instruments evidencing such Holder Action and (2) (x) (in the case of Holder
Action solicited by the Company or the representative of the Company's estate if
the Company is the debtor in any bankruptcy or other insolvency proceeding) an
Officers' Certificate and (y) (in all cases) an Opinion of Counsel, each
specifying the Holder Action taken and stating that such Holder Action has been
duly and validly taken in compliance with this Indenture in all material
respects. Such Officers' Certificate, if any, shall also certify that (after
giving effect to such Holder Action) no Event of Default or event or condition
which, with notice or lapse of time or both, would become an Event of Default
has occurred and is continuing or has not been waived.

     (e) The Depositary may grant proxies and otherwise authorize its
participants which own the Global Securities to give or take any Act which a
Holder is entitled to take under this Indenture; provided, however, that the
                                                 --------  -------
Depositary has delivered a list of such participants to the Trustee.

Section 7.03. Reports by Trustee.
              -------------------

     (a) Within 60 days after [   ] of each year commencing with the first [   ]
following the date of this Indenture, the Trustee shall transmit by mail to all
Holders, as their names and addresses appear in the Security Register, a brief
report dated as of such [   ], to the extent required by Section 313(a) of the
Trust Indenture Act.

     (b) The Trustee shall comply with Sections 313(b) and 313(c) of the Trust
Indenture Act.








                                       -42-

<PAGE>

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

Section 7.04. Reports by Company.
              -------------------

     The Company shall:

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

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

                                    ARTICLE 8

                              SUCCESSOR CORPORATION

Section 8.01. When Company May Merge or Transfer Assets.
              ------------------------------------------

     The Company shall not consolidate or amalgamate with or merge with or into
any other person (other than a Subsidiary) or convey, transfer, sell or lease
its properties and assets substantially as an entirety to any person (other than
a Subsidiary), permit any person (other than a Subsidiary) to consolidate with
or merge into the Company, or permit any person (other than a Subsidiary) to
convey, transfer, sell or lease that person's properties and assets
substantially as an entirety to the Company, unless:

          (1) either (a) the Company shall be the surviving person or (b) the
     person (if other than the Company) formed by such consolidation or into
     which the Company is merged or the person which acquires by conveyance,
     transfer or lease the properties and assets of the Company substantially as
     an entirety shall expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Trustee, in form reasonably satisfactory to
     the Trustee, all of the obligations of the Company under the Securities and
     this Indenture;


                                       -43-

<PAGE>

          (2) immediately after giving effect to such transaction, no Event of
     Default, and no event that, after notice or lapse of time or both, would
     become an Event of Default, shall have occurred and be continuing; and

          (3) the Company shall have delivered to the Trustee an Officers'
     Certificate stating that such consolidation, merger, conveyance, transfer,
     sale or lease and, if a supplemental indenture is required in connection
     with such transaction, such supplemental indenture, comply with this
     Section 8.01 and that all conditions precedent herein provided for relating
     to such transaction have been satisfied.

     The successor person formed by such consolidation or into which the Company
is merged or the successor person to which such conveyance, transfer, sale 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 had been named as the Company herein; and thereafter, the Company
shall be discharged from all obligations and covenants under this Indenture and
the Securities. Subject to Section 9.03, the Company, the Trustee and the
successor person shall enter into a supplemental indenture to evidence the
succession and substitution of such successor person and such discharge and
release of the Company.

                                    ARTICLE 9

                      AMENDMENTS & SUPPLEMENTAL INDENTURES

Section 9.01. Amendments or Supplemental Indentures without Consent of Holders.
              -----------------------------------------------------------------

     The Company, when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, may amend or supplement this Indenture or the
Securities without the consent of any Holder, so long as such changes, other
than those in clause (2), do not materially and adversely affect the interests
of the Holder:

          (1) to cure any ambiguity, omission, defect or inconsistency;

          (2) to make any modifications or amendments that do not, in the good
     faith opinion of the Company's Board of Directors and the Trustee,
     adversely affect the interests of the Holders in any material respect;

          (3) to provide for the assumption of the Company's obligations under
     this Indenture by a successor upon any merger, consolidation or asset
     transfer as permitted by and in compliance with Article 8 of this
     Indenture;

          (4) to provide any security for or additional guarantees of the
     Securities;

          (5) to add Events of Default with respect to the Securities; or

          (6) to add to the Company's covenants for the benefit of the Holders
     or to surrender any right or power conferred upon the Company by this
     Indenture;








                                       -44-

<PAGE>

          (7) to make any change necessary for the registration of the
     Securities under the Securities Act or to comply with the Trust Indenture
     Act, or any amendment thereto, or to comply with any requirement of the
     Commission in connection with the qualification of the Indenture under the
     Trust Indenture Act, provided that such modification or amendment does not,
     in the good faith opinion of the Company's Board of Directors and the
     Trustee, adversely affect the interests of the Holders of the Securities in
     any material respect; or

          (8) to provide for uncertificated Securities in addition to or in
     place of certificated Securities or to provide for bearer Securities; or

          (9) to add to or change any of the provisions of this Indenture to
     such extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form, registrable or not registrable as to principal,
     and with or without interest coupons; or

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

          (11) to establish the form or terms of Securities of any series as
     permitted by Sections 2.01 and 3.01; or

          (12) 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).

Section 9.02. Amendments or Supplemental Indentures with Consent of Holders.
              --------------------------------------------------------------

     With the written consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding, the
Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may amend or supplement this Indenture or the Securities.
However, without the consent of each Holder affected, an amendment to this
Indenture or the Securities may not:

          (1) change the Stated Maturity of the principal of or any installment
     of interest with respect to the Securities;

          (2) reduce the principal amount of, or the rate of interest on, the
     Securities;

          (3) change the currency of payment of principal of or interest on the
     Securities;

          (4) impair the right to institute suit for the enforcement of any
     payment on or with respect to the Securities;








                                       -45-

<PAGE>

          (5) reduce the above-stated percentage of Holders of the Securities of
     any series necessary to modify or amend this Indenture;

          (6) modify the foregoing requirements or reduce the percentage of
     Outstanding Securities necessary to waive any covenant or past default; and

          (7) if the Securities are convertible, adversely affect the right to
     convert the Securities into Common Shares in accordance with the provisions
     of this Indenture.

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

     After an amendment or supplemental indenture under this Section 9.02
becomes effective, the Company shall mail to each Holder a notice briefly
describing the amendment or supplemental indenture.

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

Section 9.03. Execution of Supplemental Indentures.
              -------------------------------------

     The Trustee shall sign any supplemental indenture authorized pursuant to
this Article if the amendment contained therein does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign such supplemental indenture. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture.

Section 9.04. Effect of Supplemental Indentures.
              ----------------------------------

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

Section 9.05. Conformity with Trust Indenture Act.
              ------------------------------------

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


                                       -46-

<PAGE>

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

                                   ARTICLE 10

                                    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 (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture. At the option of the Company,
payment of principal (and premium, if any) and interest may be made by wire
transfer or (subject to collection) by check mailed to the address of the Person
entitled thereto at such address as shall appear in the Security Register.

Section 10.02. Maintenance of Office or Agency.
               --------------------------------

     The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company hereby initially appoints the Trustee
its office or agency for each of said purposes. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, 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.


                                       -47-

<PAGE>

Section 10.03. Money for Securities; 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 (and premium, if any) or interest on 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 principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

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

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

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

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

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

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
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 (and premium, if any)
or interest on any Security of any series and remaining unclaimed for two years
after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look, only to the Company
for


                                       -48-

<PAGE>

payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
                                --------  -------
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be mailed or published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the City, County and State of New York, or both,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such mailing or
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

     The Company shall have no obligation to make payment of principal of (or
premium, if any) or interest on any Security in immediately available funds,
except that if the Company shall have received original payment for Securities
in immediately available funds it shall make available immediately available
funds for payment of the principal of such Securities.

Section 10.04. Corporate Existence.
               --------------------

     Subject to Article 8, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence,
rights (charter and statutory) and franchises; 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.

Section 10.05. Maintenance of Properties.
               --------------------------

     The Company will use its reasonable efforts to cause all material
properties used or useful in the conduct of its business to be maintained and
kept in good condition, repair and working order (subject to wear and tear) and
supplied with all necessary material equipment and will use its reasonable
efforts to cause to be made all necessary material repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
                                                                     --------
however, that nothing in this section shall prevent the Company from
-------
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business and not disadvantageous in any material respect to the Holders.

Section 10.06. 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, a certificate of
the principal executive officer, principal financial officer or principal
accounting officer of the Company 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, and
if the Company shall be in default, specifying all such defaults and the nature
and status thereof of which they may have knowledge.


                                       -49-

<PAGE>

Section 10.07. Waiver of Certain Covenants.
               ----------------------------

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 10.06 if before or after the time
for such compliance the Holders of at least a majority in principal amount of
the Outstanding Securities (taken together as one class) shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

Section 11.01. Applicability of Article.
               -------------------------

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

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 45 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities of such series to be redeemed, such notice
to be accompanied by a written statement signed by an authorized officer of the
Company stating that no defaults in the payment of interest or Events of Default
with respect to the Securities of that series have occurred (which have not been
waived or cured). In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
an Officers' Certificate evidencing compliance with such restriction.

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 to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
in its sole discretion shall deem fair and appropriate and which may provide for
the selection or redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.


                                       -50-

<PAGE>

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

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any 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 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not such
Holder receives the notice. Failure to give notice by mail, or any defect in the
notice to any such Holder in respect of any Security, shall not affect the
validity of the proceedings for the redemption of any other Security.

     All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price and any accrued interest,

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

          (4) that on the Redemption Date the Redemption Price and any accrued
     interest will become due and payable upon each such Security to be redeemed
     together with accrued interest thereon and, if applicable, that interest
     thereon will cease to accrue on and after said date,

          (5) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price and any accrued interest,

          (6) that the redemption is for a sinking fund, if such is the case,
     and

          (7) the CUSIP number and, if applicable, the ISIN number, of the
     Securities being redeemed.

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


                                       -51-

<PAGE>

Section 11.05. Deposit of Redemption Price.
               ----------------------------

     On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.03) an amount of
money, in funds immediately available on the due date, sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

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 together with accrued interest thereon, and
from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption Price,
together with accrued interest to the Redemption Date; provided, however, that
                                                       --------  -------
installments of interest whose Stated Maturity is on 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 upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.

     The Trustee shall not redeem any Securities of any series pursuant to this
Article (unless all Outstanding Securities of such series are to be redeemed) or
mail or give any notice of redemption of Securities during the continuance of an
Event of Default hereunder known to the Trustee with respect to such series,
except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Company a sum
sufficient for such redemption. Except as aforesaid, any moneys theretofore or
thereafter received by the Trustee shall, during the continuance of such Event
of Default, be deemed to have been collected under Article 5 and held for the
payment of all such Securities of such series. In case such Event of Default
shall have been waived as provided in Section 5.13 or the default cured on or
before the sixtieth day preceding the Redemption Date, such moneys shall
thereafter be applied in accordance with the provisions of this Article.

Section 11.07. Securities Redeemed in Part.
               ----------------------------

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


                                       -52-

<PAGE>

service charge, a new Security or Securities of the same series, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                   ARTICLE 12

                                  SINKING FUNDS

Section 12.01. Applicability of Article.
               -------------------------

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

Section 12.02. Satisfaction of Sinking Fund Payments with Securities.
               ------------------------------------------------------

     The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as credit Securities of
a series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
                                                        --------
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 12.03. Redemption of Securities for Sinking Fund.
               ------------------------------------------

     Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company (1) will deliver to the Trustee an Officers'
Certificate (A) stating that no defaults in the payment of interest or Events of
Default with respect to Securities of that series have occurred (which have not
been waived or cured), (B) specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of Securities of that series,
(C) stating whether or not the Company intends to exercise its right, if any, to
make an optional sinking fund payment with respect to such series on the next
ensuing sinking fund payment date and, if so, specifying the amount of such
optional sinking fund payment and (D) specifying the portion of such sinking
fund payment, if any, which is to be satisfied by payment of cash and the
portion


                                       -53-

<PAGE>

thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 12.02 and (2) will also deliver to the
Trustee any Securities to be so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities of such
series to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.03 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided in
Section 11.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
11.05, 11.06 and 11.07. Failure of the Company, on or before any such 60th day,
to deliver such Officers' Certificate and Securities specified in this section,
if any, shall not constitute a default but shall constitute, on and as of such
date, the irrevocable election of the Company (a) that the mandatory sinking
fund payment for such series due on the next succeeding sinking fund payment
date shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (b) that the Company will make
no optional sinking fund payment with respect to Securities of such series as
provided in this Article.

     The Trustee shall not redeem or cause to be redeemed any Security of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
with respect to such series except that, where the mailing of notice of
redemption of any Securities shall therefore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have
received from the Company a sum sufficient for such redemption. Except as
aforesaid, any moneys in the sinking fund for such series at the time when any
such default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund, shall, during the continuance of such default or Event of
Default, be deemed to have been collected under Article 5 and held for the
payment of all such Securities of such series. In case such Event of Default
shall have been waived as provided in Section 5.13 or the default cured on or
before the 60th day preceding the sinking fund payment date, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date in
accordance with this section to the redemption of such Securities.

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

                                   ARTICLE 13

                                  SUBORDINATION

Section 13.01. Agreement to Subordinate.
               -------------------------

     (a) The Company covenants and agrees, and each Holder of Securities issued
hereunder by such Holder's acceptance thereof likewise covenants and agrees,
that (except as otherwise specified as contemplated by Section 3.01 for
Securities of any series) all Securities shall be issued subject to the
provisions of this Article; and each Holder of a Security, whether upon original
issue or upon transfer or assignment thereof, accepts and agrees to be bound by
such provisions.


                                       -54-

<PAGE>

     (b) The payment by the Company of the principal of, and interest on, the
Securities issued hereunder shall, to the extent and in the manner hereinafter
set forth, be subordinated and junior in right of payment to the prior payment
in full of all Senior Indebtedness of the Company, whether outstanding at the
date of this Indenture or thereafter incurred.

     (c) No provision of this Article shall prevent the occurrence of any
default or Event of Default hereunder.

Section 13.02. Default on Senior Indebtedness.
               -------------------------------

     (a) No direct or indirect payment by or on behalf of the Company of
principal of, premium, if any, or interest on the Securities, whether pursuant
to the terms of the Securities or upon acceleration, by way of repurchase,
redemption, defeasance or otherwise, will be made if, at the time of such
payment, there exists a default in the payment when due of all or any portion of
the obligations under or in respect of any Senior Indebtedness, whether at
maturity, on account of mandatory redemption or prepayment, acceleration or
otherwise, and such default shall not have been cured or waived or the benefits
of this sentence waived by or on of the holders of Senior Indebtedness.

     (b) In addition, during the continuance of any non-payment default or
non-payment event of default with respect to any Senior Indebtedness pursuant to
which the maturity thereof may be accelerated, and upon receipt by the Trustee
of written notice (a "Payment Blockage Notice") from a holder or holders of such
Senior Indebtedness or the trustee or agent acting on behalf of such Senior
Indebtedness, then, unless and until such default or event of default has been
cured or waived or has ceased to exist or such Senior Indebtedness has been
discharged or repaid in full in cash, or the requisite holders of such Senior
Indebtedness have otherwise agreed in writing, no payment of any kind or
character with respect to any principal of or interest on or distribution will
be made by or on behalf of the Company on account of or with respect to the
Securities, during a period (a "Payment Blockage Period") commencing on the date
of receipt of such Payment Blockage Notice by the Trustee and ending 179 days
thereafter.

     Notwithstanding anything herein to the contrary, (x) in no event will a
Payment Blockage Period extend beyond 179 days from the date the Payment
Blockage Notice in respect thereof was given and (y) there must be 180 days in
any 360-day period during which no Payment Blockage Period is in effect. Not
more than one Payment Blockage Period may be commenced with respect to the
Securities during any period of 360 consecutive days. No default or event of
default that existed or was continuing on the date of commencement of any
Payment Blockage Period with respect to the Senior Indebtedness initiating such
Payment Blockage Period may be, or be made, the basis for the commencement of
any other Payment Blockage Period by the holder or holders of such Senior
Indebtedness or the trustee or agent acting on behalf of such Senior
Indebtedness, whether or not within a period of 360 consecutive days, unless
such default or event of default has been cured or waived for a period of not
less than 90 consecutive days.

     (c) In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this section, such payment shall be held in trust for the benefit
of, and shall be paid over or delivered to, the holders of Senior Indebtedness
or their respective representatives, or to the trustee or trustees


                                       -55-

<PAGE>

under any indenture pursuant to which any instruments evidencing such Senior
Indebtedness may have been issued, as their respective interests may appear, as
calculated by the Company, to the extent necessary to pay such Senior
Indebtedness in full, in cash, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Indebtedness,
before any payment or distribution is made to the Holders or to the Trustee.

Section 13.03. Liquidation; Dissolution; Bankruptcy.
               -------------------------------------

     (a) Upon any distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any total
or partial dissolution, winding-up, liquidation or reorganization of the
Company, whether voluntary or involuntary, assignment for the benefit of
creditors or marshalling of the Company's assets, or in bankruptcy, insolvency,
receivership or other similar proceedings, whether voluntary or involuntary, all
principal, premium, if any, and interest due or to become due to all Senior
Indebtedness of the Company shall first be paid in full in cash, or such payment
duly provided for to the satisfaction of the holders of the Senior Indebtedness,
before the Holders are entitled to receive or retain any payment; and upon any
such dissolution or winding-up or liquidation or reorganization, any payment by
the Company, or distribution of assets of the Company of any kind or character
whether in cash, property or securities, which the Holders or the Trustee would
be entitled to receive from the Company, except for the provisions of this
Article, shall be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Holders or by the Trustee under this Indenture if received by them or
it, directly to the holders of Senior Indebtedness of the Company or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any instruments evidencing such Senior Indebtedness may have
been issued, as their respective interests may appear, as calculated by the
Company, to the extent necessary to pay such Senior Indebtedness in full in
cash, or such payment duly provided for to the satisfaction of the holders of
the Senior Indebtedness, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Indebtedness,
before any payment or distribution is made to the Holders or to the Trustee.

     (b) In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Indebtedness of the Company is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of, and shall be
paid over or delivered to, the holders of such Senior Indebtedness or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any instruments evidencing such Senior Indebtedness may have
been issued, as their respective interests may appear, as calculated by the
Company, to the extent necessary to pay such Senior Indebtedness in full, in
cash, after giving effect to any concurrent payment or distribution to or for
the benefit of the holders of such Senior Indebtedness, before any payment or
distribution is made to the Holders or to the Trustee.

     (c) For purposes of this Article, the words "cash, property or securities"
shall not be deemed to include shares of stock 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, the payment of which is
subordinated at least to the extent provided in this Article with respect to


                                       -56-

<PAGE>

the Securities to the payment of all Senior Indebtedness of the Company that
may at the time be outstanding; provided, however, that (i) such Senior
                                --------  -------
Indebtedness is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of such
Senior Indebtedness are not, without the consent of such holders, altered by
such reorganization or readjustment. The amalgamation or consolidation of the
Company with, or the merger of the Company into, another corporation or the
liquidation or dissolution of the Company following the conveyance or transfer
of its properties or assets substantially as an entirety, to another corporation
upon the terms and conditions provided for in Article 8 of this Indenture shall
not be deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this Section 13.03 if such other corporation shall, as part of such
amalgamation, consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article 8 of this Indenture. Nothing in Section 13.02 or in
this Section 13.03 shall apply to claims of, or payments to, the Trustee under
or pursuant to Section 6.07.

     (d) If the Trustee or any Holder of Securities does not file a proper claim
or proof of debt in the form required in any proceeding referred to above prior
to 30 days before the expiration of the time to file such claim in such
proceeding, then the holder of any Senior Indebtedness is hereby authorized, and
has the right, to file an appropriate claim or claims for or on behalf of such
Holder of Securities.

Section 13.04. Subrogation.
               ------------

     (a) Subject to the payment in full of all Senior Indebtedness of the
Company then outstanding, the rights of the Holders shall be subrogated to the
rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to such
Senior Indebtedness until the principal of and interest on the Securities shall
be paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of such Senior Indebtedness of any cash, property
or securities to which the Holders or the Trustee would be entitled except for
the provisions of this Article, and no payment over pursuant to the provisions
of this Article to or for the benefit of the holders of such Senior Indebtedness
by Holders or the Trustee, shall, as between the Company, its creditors other
than holders of Senior Indebtedness of the Company, and the Holders, be deemed
to be a payment by the Company to or on account of such Senior Indebtedness. It
is understood that the provisions of this Article are and are intended solely
for the purposes of defining the relative rights of the Holders, on the one
hand, and the holders of such Senior Indebtedness, on the other hand.

     (b) Nothing contained in this Article or elsewhere in this Indenture or in
the Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Indebtedness of the Company, and the
Holders, the obligation of the Company, which is absolute and unconditional, to
pay to the Holders the principal of and interest on the Securities as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders and creditors of
the Company other than the holders of Senior Indebtedness of the Company nor
shall anything herein or therein prevent the Trustee or any Holder of Securities
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article of


                                       -57-

<PAGE>

the holders of such Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy.

     (c) Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 6.01 of this
Indenture, and the Holders shall be entitled to rely conclusively upon any order
or decree made by any court of competent jurisdiction in which such dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
the Holders, for the purposes of ascertaining the Persons entitled to
participate in such distribution, the holders of Senior Indebtedness and other
indebtedness of the Company the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article.

Section 13.05. Trustee to Effectuate Subordination.
               ------------------------------------

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

Section 13.06. Notice by the Company.
               ----------------------

     (a) The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or by the Trustee in respect of the Securities
pursuant to the provisions of this Article. Notwithstanding the provisions of
this Article 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 of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof
from the Company or a Holder or holders of Senior Indebtedness or from any
representative or trustee therefor; and before 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 at least two Business Days prior to the date upon which by the terms
hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of or interest on 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
purposes for which such money was received, and shall not be affected by any
notice to the contrary that may be received by it within two Business Days prior
to such date.

     (b) The Trustee, subject to the provisions of Section 6.01, shall be
entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness of the Company
(or a trustee or representative on behalf of such holder), to establish that
such notice has been given by a holder of such Senior Indebtedness or a trustee
or representative on behalf of any such holder or holders. In the event that the
Trustee


                                       -58-

<PAGE>

determines in good faith that further evidence is required with respect to
the right of any Person as a holder of such Senior Indebtedness to participate
in any payment or distribution pursuant to this Article, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of such 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 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 13.07. Rights of the Trustee; Holders of Senior Indebtedness.
               ------------------------------------------------------

     (a) The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article in respect of any Senior Indebtedness at any
time 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.

     (b) With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Section 6.01 of this Indenture, the Trustee shall
not be liable to any holder of such Senior Indebtedness if it shall pay over or
deliver to Holders, the Company or any other Person money or assets to which any
holder of such Senior Indebtedness shall be entitled by virtue of this Article
or otherwise.

Section 13.08. Subordination May Not Be Impaired.
               ----------------------------------

     (a) No right of any present or future holder of any Senior Indebtedness of
the Company 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, in good faith, 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 that any such holder may
have or otherwise be charged with.

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


                                       -59-

<PAGE>

     (c) Each present and future holder of Senior Indebtedness shall be entitled
to the benefit of the provisions of this Article notwithstanding that such
holder is not a party to this Indenture.

Section 13.09. 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 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 in addition to or in place of the Trustee; provided, however, that this
                                                   --------  -------
section shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as Paying Agent.

Section 13.10. Defeasance of This Article.
               ---------------------------

     Notwithstanding anything contained herein to the contrary, payments from
cash or the proceeds of United States Government Obligations held in trust under
Article 4 by the Trustee (or other qualifying trustee) and which were deposited
in accordance with the terms of Article 4 and not in violation of Section 13.02
for the payment of principal of and interest on the Securities shall not be
subordinated to the prior payment of any Senior Indebtedness or subject to the
restrictions set forth in this Article, and none of the Holders shall be
obligated to pay over any such amount to the Company or any holder of Senior
Indebtedness or any other creditor of the Company.

Section 13.11. Subordination Language to Be Included in Securities.
               ----------------------------------------------------

     Each Security shall contain a subordination provision which will be
substantially in the following form:

     "The Securities are subordinated in right of payment, in the manner and to
the extent set forth in the Indenture, to the prior payment in full of all
Senior Indebtedness (as defined in the Indenture, or as set forth in one or more
indentures supplemental hereto, a Board Resolution in accordance with Section
3.01 of the Indenture or in this Security). Each Holder by accepting a Security
agrees to such subordination and authorizes the Trustee to give it effect."

     IN WITNESS WHEREOF, ENTRAVISION COMMUNICATIONS CORPORATION has caused this
Indenture to be duly executed as a deed the day and year first before written.

                                          ENTRAVISION COMMUNICATIONS CORPORATION



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


                                       -60-

<PAGE>

     IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed
this Indenture as of the date first above written.

                                             [NAME OF TRUSTEE]



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

                                       -61-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>5
<FILENAME>dex5.txt
<DESCRIPTION>OPINION OF FOLEY & LARDNER
<TEXT>
<PAGE>


                                                                       EXHIBIT 5

                         [Letterhead of Foley & Lardner]

                                  May 9, 2002

Entravision Communications Corporation
2425 Olympic Boulevard, Suite 6000 West
Santa Monica, California  90404

         Re:  Securities of Entravision Communications Corporation
              ----------------------------------------------------

Ladies and Gentlemen:

         We have acted as securities counsel for Entravision Communications
Corporation, a Delaware corporation (the "Company"), and each of the Additional
Registrants (as defined below and, together with the Company, collectively the
"Registrants"), in connection with the filing on the date hereof with the United
States Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-3 (the "Registration Statement").

         The Registration Statement relates to the issuance and sale, from time
to time, pursuant to Rule 415 of the General Rules and Regulations promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), of any of,
or any combination of, the following securities with an aggregate initial public
offering price of up to $500,000,000: (A) shares of the Company's Class A common
stock, par value $0.0001 per share (the "Common Stock"); (B) shares of the
Company's preferred stock, par value $0.0001 per share (the "Preferred Stock");
(C) one or more series of the Company's debt securities (the "Debt Securities"),
which may be senior or subordinated and/or other evidence of indebtedness, which
may be senior or subordinated; (D) guarantees of the Debt Securities (the
"Guarantees") by the Additional Registrants; and (E) warrants ("Warrants") to
purchase Common Stock, Preferred Stock or Debt Securities. The Common Stock,
Preferred Stock, Debt Securities and Warrants are collectively referred to
herein as the "Securities". The terms used herein, unless otherwise defined,
have the meanings assigned to them in the Registration Statement.

         The Additional Registrants are: Glendale Broadcasting, Inc., KZLZ
Broadcasting, Inc., KZPZ Broadcasting, Inc., KZPZ License Corporation;
Entravision San Diego, Inc., The Community Broadcasting Company of San Diego,
Incorporated, EMI Sacramento Radio, Inc., EMI Los Angeles Radio, Inc., NEWKKSJ,
Inc., Norte Broadcasting, Inc., Oroville Radio, Inc., Pacifico Broadcasting,
Inc., Riverside Radio, Inc., Sur Broadcasting, Inc., KHZZ Broadcasting, Inc.,
KPPC Radio, Inc., KZCO Broadcasting, Inc., KZFO Broadcasting, Inc., KZMS
Broadcasting, Inc., KZSL Broadcasting, Inc., KZST Broadcasting, Inc., Vista
Television, Inc., Channel Fifty Seven, Inc., Aspen FM, Inc., Arizona Radio,
Inc., Embarcadero Media, Inc., Entravision-Texas L.P., Inc., Latin
Communications Inc., Latin Communications EXCL Inc., Latin Communications Group
Inc., Los Cerezos Television Company, Personal Achievement



<PAGE>

Radio, Inc., VEA Acquisition Corp., Vista Media Group, Inc., Vista Media Group
of New York, Inc., Vista Outdoor Advertising, Inc. (N.Y.), Vista Outdoor
Advertising, Inc. (CAL.), Z-Spanish Media Corporation, WLQY Broadcasting, Inc.,
Entravision-Texas G.P., LLC, Entravision Communications Company, L.L.C.,
Entravision Communications Of Midland, LLC, Entravision, L.L.C., Entravision-El
Paso, L.L.C., EXCL Holdings, Inc., EXCL Communications, Inc., Metro Mix, Inc.,
Norte Broadcasting of Colorado, Inc., Sur Broadcasting of Colorado, Inc., WRZA
Broadcasting, Inc., WZCO Broadcasting, Inc., New WNDZ, Inc., Meridian
Communications Company, Norte Broadcasting of Nevada, Inc., Radio Exito, Inc.,
Sextant Broadcasting Company, Norte Broadcasting of New Mexico, Inc., SUR
Broadcasting of New Mexico, Inc., Sale Point Posters, Inc., Seaboard Outdoor
Advertising Co., Inc., KTLR Broadcasting, Inc., Entravision-Texas Limited
Partnership and Portland Radio Inc.

     The senior Debt Securities will be issued under a Senior Debt Indenture
substantially in the form filed as an exhibit to the Registration Statement (as
amended or supplemented from time to time, the "Senior Indenture"), to be
entered into between the Company and the trustee named therein (the "Senior
Indenture Trustee") and qualified to act as such under the Trust Indenture Act
of 1939, as amended (the "TIA"). The subordinated Debt Securities will be issued
under a Subordinated Debt Indenture substantially in the form filed as an
exhibit to the Registration Statement (as amended or supplemented from time to
time, the "Subordinated Indenture"), to be entered into between the Company and
the trustee named therein (the "Subordinated Indenture Trustee") and qualified
to act as such under the TIA. The Preferred Stock will be issued under a
certificate of designations substantially in the form to be filed with the
Secretary of State of the State of Delaware and as an exhibit to the
Registration Statement. The Warrants will be issued under a warrant agreement
substantially in the form to be filed as an exhibit to the Registration
Statement (as amended or supplemented from time to time, the "Warrant
Agreement").

     In connection herewith, we have examined originals or copies, certified or
otherwise, identified to our satisfaction, of such documents, organizational
records and other instruments as we have deemed necessary for the purpose of
this opinion, including: (A) the Amended and Restated Certificate of
Incorporation and the Amended and Restated Bylaws of the Company; (B) the
organizational and governing documents of each of the Additional Registrants;
(C) the minutes and records of the corporate proceedings of the Company with
respect to the issuance of the Securities; (D) the minutes and records of the
corporate, limited liability company or partnership proceedings, as applicable,
of the Additional Registrants with respect to the issuance of the Guarantees;
and (E) the Registration Statement and the exhibits thereto.

     For the purposes of our opinions, we have, with your permission, assumed
the authenticity of all documents submitted to us as originals, the conformity
to the originals of all documents submitted to us as copies and the authenticity
of the originals of all documents submitted to us as copies. We have also
assumed the genuineness of the signatures of persons signing all documents in
connection with which this opinion is rendered, the authority of such persons
signing all documents on behalf of the parties thereto, and the due
authorization, execution and delivery of all documents by the parties thereto.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Registrants and
others.


                                       2

<PAGE>

         Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:

         1. Each of the Registrants is a corporation, limited liability company
or partnership, as the case may be, existing and in good standing under the laws
of the state of its incorporation, organization or formation, as applicable.

         2. When, as and if (A) the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act, (B) appropriate
corporate action has been taken to authorize the issuance of Common Stock, (C)
any legally required consents, approvals, authorizations and other orders of the
Commission and any other regulatory authorities are obtained, (D) Common Stock
shall have been duly issued and delivered by the Company against payment
therefor in accordance with such corporate action, and (E) certificates
representing shares of Common Stock have been duly executed by the duly
authorized officers of the Company in accordance with applicable law, then, upon
the happening of such events, such Common Stock will be validly issued, fully
paid and non-assessable (provided that the consideration paid therefor is not
less than the par value thereof).

         3. When, as and if (A) the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act, (B) appropriate
corporate action has been taken to authorize the issuance of Preferred Stock,
fix the terms thereof and authorize the execution and filing of a certificate of
designations relating thereto with the Secretary of State of the State of
Delaware, (C) such certificate of designations shall have been executed by duly
authorized officers of the Company and so filed by the Company, all in
accordance with the laws of the State of Delaware, (D) any legally required
consents, approvals, authorizations and other orders of the Commission and any
other regulatory authorities are obtained, (E) Preferred Stock with terms so
fixed shall have been duly issued and delivered by the Company against payment
therefor in accordance with such corporate action, and (F) certificates
representing shares of Preferred Stock have been duly executed by the duly
authorized officers of the Company in accordance with applicable law, then, upon
the happening of such events, such Preferred Stock will be validly issued, fully
paid and non-assessable (provided that the consideration paid therefor is not
less than the par value thereof).

         4. When, as and if (A) the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act, (B) the appropriate
corporate action has been taken by the Company to authorize the form, terms,
execution and delivery of the Senior Indenture and any supplemental indentures
and the terms of any series of senior Debt Securities, (C) the Senior Indenture
has been qualified under the TIA, (D) the Senior Indenture Trustee has been
qualified under the TIA, (E) the senior Debt Securities shall have been issued
in the form and containing the terms set forth in the Registration Statement,
the Senior Indenture and such corporate action, (F) any legally required
consents, approvals, authorizations and other orders of the Commission and any
other regulatory authorities are obtained, and (G) the senior Debt Securities
have been authenticated by the Senior Indenture Trustee, then, upon the
happening of such events, the senior Debt Securities, when issued, will be
binding obligations of the Company, enforceable against the Company in
accordance with their terms.

                                       3

<PAGE>

         5. When, as and if (A) the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act, (B) the senior Debt
Securities shall have become binding obligations of the Company, enforceable
against the Company in accordance with their terms, (C) the appropriate
corporate, limited liability company or partnership action, as applicable, has
been taken by each applicable Additional Registrant to authorize the form,
terms, execution and delivery of such Additional Registrant's Guarantee with
respect to the senior Debt Securities (the "Senior Debt Guarantee"), and (D) the
Senior Debt Guarantees shall have been issued in the form and containing the
terms set forth in the Registration Statement, the Senior Debt Indenture and
such corporate, limited liability company or partnership action, as applicable,
then, upon the happening of such events, such Senior Debt Guarantee, when
issued, will constitute a valid and binding obligation of such Additional
Registrant, enforceable against such Additional Registrant in accordance with
its terms.

         6. When, as and if (A) the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act, (B) the appropriate
corporate action has been taken by the Company to authorize the form, terms,
execution and delivery of the Subordinated Indenture and any supplemental
indentures and the terms of any series of subordinated Debt Securities, (C) the
Subordinated Indenture has been qualified under the TIA, (D) the Subordinated
Indenture Trustee has been qualified under the TIA, (E) the subordinated Debt
Securities shall have been issued in the form and containing the terms set forth
in the Registration Statement, the Subordinated Indenture and such corporate
action, (F) any legally required consents, approvals, authorizations and other
orders of the Commission and any other regulatory authorities are obtained, and
(G) the subordinated Debt Securities have been authenticated by the Subordinated
Indenture Trustee, then, upon the happening of such events, the subordinated
Debt Securities, when issued, will be binding obligations of the Company,
enforceable against the Company in accordance with their terms.

         7. When, as and if (A) the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act, (B) the subordinated
Debt Securities shall have become binding obligations of the Company,
enforceable against the Company in accordance with their terms, (C) the
appropriate corporate, limited liability company or partnership action, as
applicable, has been taken by each applicable Additional Registrant to authorize
the form, terms, execution and delivery of such Additional Registrant's
Guarantee with respect to the subordinated Debt Securities (the "Subordinated
Debt Guarantee"), and (D) the Subordinated Debt Guarantees shall have been
issued in the form and containing the terms set forth in the Registration
Statement, the Subordinated Debt Indenture and such corporate, limited liability
company or partnership action, as applicable, then, upon the happening of such
events, such Subordinated Debt Guarantee, when issued, will constitute a valid
and binding obligation of such Additional Registrant, enforceable against such
Additional Registrant in accordance with its terms.

         8. When, as and if (A) the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act, (B) the appropriate
corporate action has been taken by the Company to authorize the form, terms,
execution and delivery of the Warrant Agreement (including a corresponding form
of certificate evidencing the Common Stock Warrants, Preferred Stock Warrants or
Debt Warrants, as applicable), and (C) Common Stock Warrants, Preferred Stock
Warrants or Debt Warrants, as applicable, with such terms are duly


                                       4

<PAGE>

executed, attested, issued and delivered by duly authorized officers of the
Company against payment in the manner provided for in the applicable Warrant
Agreement and such corporate action, then, upon the happening of such events,
such Common Stock Warrants, Preferred Stock Warrants or Debt Warrants, as
applicable, will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.

         Our opinions expressed above are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (A)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law or judicially developed doctrine
(such as substantive consolidation or equitable subordination) affecting the
enforcement of creditors' rights generally, (B) general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law), (C) public policy considerations which may limit the rights of parties to
obtain certain remedies, and (D) other commonly recognized statutory and
judicial constraints on enforceability, including without limitation statutes of
limitations. We advise you that issues addressed by this letter may be governed
in whole or in part by laws other than those upon which our opinions are based,
but we did not review or attempt to identify any other law which might be
relevant for purposes of our opinions and we express no opinion as to whether
any relevant difference exists between the laws upon which our opinions are
based and any other laws which may actually govern. In addition, our opinions
expressed above regarding the enforceability of any guarantee are further
limited by principles of law that may render guarantees unenforceable under
circumstances where (i) the guaranteed obligations are materially modified
without the consent of the guarantor or (ii) the beneficiary releases the
primary obligor. The Securities may be issued from time to time on a delayed or
continuous basis, but this opinion is limited to the laws, including the rules
and regulations thereunder, as in effect on the date hereof. We disclaim any
obligations to advise you of any change in any of these sources of law or
subsequent legal or factual developments which might affect any matters or
opinions set forth herein.

         For purposes of the opinions in paragraph 1, we have relied exclusively
upon a certificate issued by a governmental authority in each relevant
jurisdiction and statements and representations of officers and other
representatives of the Registrants and others, and such opinion is not intended
to provide any conclusion or assurance beyond that conveyed by such certificate.
We have assumed without investigation that there has been no relevant change or
development between the date of such certificate and the date of this letter.

         For purposes of our opinions, we have assumed that (A) the Registration
Statement remains effective during the offer and sale of the particular
Securities, (B) the terms of any (1) indenture, as executed or as thereafter
amended, (2) supplemental indenture to such indenture or (3) debt Warrant
Agreement, each as applicable to the particular Debt Securities, are consistent
with the description of the terms of such indenture or debt Warrant Agreement
set forth in the Registration Statement and in the prospectus and the applicable
prospectus supplement, (C) at the time of the issuance, sale and delivery of
each Security (other than the Guarantees), (1) there will not have occurred any
change in law affecting the validity, legally binding character or
enforceability of such Security and, (2) the issuance, sale and delivery of such
Security, the terms of such Security and the compliance by the Company with the
terms of such Security will not violate any applicable law, any restriction
imposed by any court or governmental body having jurisdiction over the Company
or any Additional Registrant, (D) at the time of the issuance and


                                       5

<PAGE>

delivery of each Guarantee, (1) there will not have occurred any change in law
affecting the validity, legally binding character or enforceability of such
Guarantee, and (2) the issuance and delivery of such Guarantee, the terms of
such Guarantee and the compliance by each Additional Registrant with the terms
of its Guarantee will not violate any applicable law, any restriction imposed by
any court or governmental body having jurisdiction over such Additional
Registrant, and (E) any revisions to the form of any indenture filed as an
exhibit to the Registration Statement prior to the execution thereof, and any
amendments or supplemental indentures to such indenture, as executed, will not
require re-qualification of such indenture under the TIA. We have also made
other assumptions which we believe to be appropriate for the purposes of this
letter.

         The foregoing opinions are limited to the federal law of the United
States of America and the General Corporation Law of the State of Delaware.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements made with respect to us under the
caption "Legal Matters" in the prospectus included as part of the Registration
Statement.

                                Very truly yours,

                               /s/ FOLEY & LARDNER


                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>6
<FILENAME>dex12.txt
<DESCRIPTION>STATEMENT RE: RATIO OF EARNINGS TO FIXED CHARGES
<TEXT>
<PAGE>

                                                                      Exhibit 12
Entravision Communications Corporation
Computation of Earnings To Fixed Charges

    (In Thousands)

<TABLE>
<CAPTION>

                                                                                 Years Ended December 31,
                                                             ----------------------------------------------------------------
                                                                2001          2000          1999          1998         1997
                                                                ----          ----          ----          ----         ----
<S>                                                          <C>           <C>           <C>           <C>           <C>
Fixed Charges:
     Interest expense                                        $ 22,265      $ 29,834      $  9,690      $  8,386      $  5,222
     Non-cash interest expense                                      0        39,667         2,500             0             0
     Interest component in rent (1)                             6,960         2,820           667           400           333
     Accretion of Preferred stock redemption value             10,117         2,449             0             0             0
     Capitalized interest                                         250           122            39             0             0
                                                             ----------------------------------------------------------------
          Total fixed charges                                $ 39,592      $ 74,892      $ 12,896      $  8,786      $  5,555
                                                             ================================================================
Earnings Available For Fixed Charges:
     Loss before income taxes                                ($88,821)     ($94,960)     ($40,078)      ($3,492)      ($4,695)
     Add: Fixed charges                                        39,592        74,892        12,896         8,786         5,555
          Amortization of capitalized interest                      2             1             1             0             0
     Less: Accretion of preferred stock redemption value      (10,117)       (2,449)            0             0             0
          Capitalized interest                                   (250)         (122)          (39)            0             0
                                                             ----------------------------------------------------------------

Earnings available for fixed charges (1)                     ($59,594)     ($22,638)     ($27,220)     $  5,294      $    860
                                                             ================================================================

Ratio of earnings to fixed charges (2)                          (1.51)        (0.30)        (2.11)         0.60          0.15
</TABLE>

(1)  Earnings available for fixed charges equals loss before income taxes, plus
     fixed charges and amortization of capitalized interest, less the accretion
     of preferred stock redemption value and capitalized interest. Fixed charges
     consist of interest expense (including amortization of debt costs relating
     to our indebtedness), non-cash interest expense, one-third of rent expense
     as representative of the interest portion of rentals, capitalized interest,
     and the accretion of our preferred stock's redemption value.

(2)  Earnings were inadequate to cover fixed charges for each of the five years
     in the period ended December 31, 2001. Additional earnings would have been
     required to cover fixed charges for each of the five years in the period
     ended December 31, 2001, in the amount of (in thousands) 2001 $99,186; 2000
     $97,530; 1999 $40,116; 1998 $3,492; and 1997 $4,695.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>7
<FILENAME>dex232.txt
<DESCRIPTION>CONSENT OF MCGLADREY & PULLEN, LLP
<TEXT>
<PAGE>

                                                                   EXHIBIT 23.2

                      CONSENT OF INDEPENDENT ACCOUNTANTS

   We consent to the incorporation by reference in this Registration Statement
of Entravision Communications Corporation on Form S-3 of our report, dated
February 8, 2002, appearing in the Annual Report on Form 10-K of Entravision
Communications Corporation for the year ended December 31, 2001 and to all
references to our firm included in this Registration Statement.


                                         /s/  MCGLADREY & PULLEN, LLP

Pasadena, California
May 9, 2002

</TEXT>
</DOCUMENT>
</SUBMISSION>
