


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






                          360(degree) COMMUNICATIONS COMPANY


                                       TO


                            CITIBANK, N.A., Trustee


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

                                    Indenture


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




                              Dated as of [ ], 1997



                                 Debt Securities





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







<PAGE>

<TABLE>
<CAPTION>



                                                 TABLE OF CONTENTS
<S>                                                                                                               <C>

PARTIES...........................................................................................................1

RECITAL OF THE COMPANY............................................................................................1

                                                    ARTICLE ONE

                                        DEFINITIONS AND OTHER PROVISIONS OF
                                                GENERAL APPLICATION

Section 101.                        DEFINITIONS...................................................................1
                                    Act...........................................................................1
                                    Additional Assets.............................................................1
                                    Affiliate.....................................................................2
                                    Affiliate Transaction.........................................................2
                                    Asset Sale....................................................................2
                                    Attributable Indebtedness.....................................................2
                                    Authenticating Agent..........................................................3
                                    Board of Directors............................................................3
                                    Board Resolution..............................................................3
                                    Business Day..................................................................3
                                    Capital Expenditure Indebtedness..............................................3
                                    Capital Lease Obligations.....................................................3
                                    Capital Stock.................................................................3
                                    Capital Stock Sale Proceeds...................................................3
                                    Change of Control.............................................................3
                                    Change of Control Offer.......................................................4
                                    Change of Control Payment Date................................................4
                                    Change of Control Purchase Price..............................................4
                                    Change of Control Triggering Effect...........................................4
                                    Commission....................................................................4
                                    Company.......................................................................4
                                    Company Request...............................................................5
                                    Consolidated Interest Expense.................................................5
                                    Consolidated Net Income.......................................................5
                                    Corporate Trust Office........................................................6
                                    Corporation...................................................................6
                                    covenant defeasance option....................................................6
                                    Cumulative EBITDA.............................................................6
                                    Cumulative Interest Expense...................................................6
                                    Currency Agreement............................................................6
                                    Credit Facility...............................................................6

                                                       - i -

<PAGE>




                                    Default.......................................................................6
                                    Defaulted Interest............................................................7
                                    Depository................................................................... 7
                                    Discount Security.............................................................7
                                    Dollar........................................................................7
                                    EBITDA........................................................................7
                                    Event of Default..............................................................7
                                    Excess Proceeds...............................................................7
                                    Exchange Act..................................................................7
                                    Fair Market Value.............................................................7
                                    GAAP..........................................................................8
                                    Guarantee.....................................................................8
                                    Holder........................................................................8
                                    Incur.........................................................................8
                                    Indebtedness..................................................................8
                                    Indenture.....................................................................9
                                    Interest......................................................................9
                                    Interest Payment Date.........................................................9
                                    Interest Rate Agreement.......................................................9
                                    Investment....................................................................9
                                    Investment Grade Rating.......................................................9
                                    Issue Date....................................................................9
                                    legal defeasance option......................................................10
                                    Leverage Ratio ..............................................................10
                                    Lien.........................................................................10
                                    LTM Pro Forma EBITDA.........................................................10
                                    Maturity.....................................................................10
                                    Net Available Cash...........................................................10
                                    Net Cash Proceeds............................................................10
                                    Net POPs.....................................................................11
                                    1996 Indenture...............................................................11
                                    Officer......................................................................11
                                    Officers' Certificate........................................................11
                                    Opinion of Counsel...........................................................11
                                    Outstanding..................................................................11
                                    Paying Agent.................................................................12
                                    Periodic Offering............................................................12
                                    Permitted Indebtedness.......................................................12
                                    Permitted Investment.........................................................13
                                    Permitted Liens..............................................................13
                                    Permitted Refinancing Indebtedness...........................................14
                                    Person.......................................................................14
                                    Place of Payment.............................................................15

                                                      - ii -

<PAGE>




                                    Predecessor Security.........................................................15
                                    Preferred Stock..............................................................15
                                    Prepayment Offer.............................................................15
                                    Prepayment Offer Notice......................................................15
                                    Pricing Committee............................................................15
                                    Pro Forma EBITDA.............................................................15
                                    Property.....................................................................15
                                    Purchase Date................................................................16
                                    Rating Agencies..............................................................16
                                    Rating Date..................................................................16
                                    Rating Decline...............................................................16
                                    Redeemable Dividend..........................................................16
                                    Redeemable Stock.............................................................16
                                    Redemption Date..............................................................16
                                    Redemption Price.............................................................16
                                    Regular Record Date..........................................................16
                                    Related Business.............................................................17
                                    Required Currency............................................................17
                                    Responsible Officer..........................................................17
                                    Restricted Payment...........................................................17
                                    Restricted Subsidiary........................................................17
                                    Sale and Leaseback Transaction...............................................17
                                    Securities...................................................................18
                                    Securities Act...............................................................18
                                    Security Register............................................................18
                                    Senior Indebtedness..........................................................18
                                    Senior Notes.................................................................18
                                    Special Record Date..........................................................18
                                    Stated Maturity..............................................................18
                                    Subordinated Notes...........................................................18
                                    Subsidiary...................................................................18
                                    Temporary Cash Investments...................................................18
                                    Terminating Covenants........................................................19
                                    Tranche......................................................................19
                                    Trustee......................................................................19
                                    Trust Indenture Act..........................................................19
                                    U.S. Government Obligations..................................................19
                                    United States................................................................19
                                    Unrestricted Subsidiary......................................................19
                                    Voting Stock.................................................................20
                                    Wholly Owned Subsidiary......................................................20
Section 102.               Compliance Certificates and Opinions..................................................20
Section 103.                        Form of Documents Delivered to Trustee.......................................20

                                                      - iii -

<PAGE>




Section 104.                        Acts of Holders..............................................................21
Section 105.               Notices, Etc. to Trustee and Company..................................................23
Section 106.               Notice to Holders of Securities; Waiver...............................................23
Section 107.               Conflict with Trust Indenture Act.....................................................23
Section 108.               Effect of Headings and Table of Contents..............................................24
Section 109.               Successors and Assigns................................................................24
Section 110.               Separability Clause...................................................................24
Section 111.               Benefits of Indenture.................................................................24
Section 112.               Governing Law.........................................................................24
Section 113.               Legal Holidays........................................................................24

                                                    ARTICLE TWO

                                                  SECURITY FORMS

Section 201.               Forms Generally.......................................................................25
Section 202.               Form of Trustees' Certificate of Authentication.......................................25

                                                   ARTICLE THREE

                                                  THE SECURITIES

Section 301.                        Amount Unlimited; Issuable in Series.........................................26
Section 302.                        Denominations................................................................29
Section 303.                        Execution, Authentication, Delivery and Dating...............................29
Section 304.                        Temporary Securities.........................................................32
Section 305.                        Registration, Registration of Transfer and Exchange..........................33
Section 306.                        Mutilated, Destroyed, Lost and Stolen Securities.............................34
Section 307.                        Payment of Interest; Interest Rights Preserved...............................35
Section 308.                        Persons Deemed Owners........................................................36
Section 309.                        Cancellation.................................................................36
Section 310.                        Computation of Interest......................................................36
Section 311.                        Payment to Be in Proper Currency.............................................36
Section 312.                        CUSIP Numbers................................................................37

                                                   ARTICLE FOUR

                                             REDEMPTION OF SECURITIES

Section 401.                        Applicability of Article.....................................................37
Section 402.                        Election to Redeem; Notice to Trustee........................................37
Section 403.                        Selection of Securities to Be Redeemed.......................................38
Section 404.                        Notice of Redemption.........................................................38

                                                      - iv -

<PAGE>




Section 405.                        Securities Payable On Redemption Date........................................39
Section 406.                        Securities Redeemed in Part..................................................40

                                                   ARTICLE FIVE

                                                   SINKING FUNDS

Section 501.                        Applicability of Article.....................................................40
Section 502.                        Satisfaction of Sinking Fund Payments with Securities........................40
Section 503.                        Redemption of Securities for Sinking Fund....................................41

                                                    ARTICLE SIX

                                                     COVENANTS

Section 601.                        Certain Covenants Terminated.................................................41
Section 602.                        Payment of Principal, Premium and Interest...................................42
Section 603.                        Limitation on Indebtedness...................................................42
Section 604.                        Limitation on Restrictions on Distributions from
                           Restricted Subsidiaries...............................................................43
Section 605.                        Limitation on Liens..........................................................44
Section 606.                        Limitation on Restricted Payments............................................44
Section 607.                        Limitation on Asset Sales....................................................45
Section 608.                        Limitation on Transactions with Affiliates...................................47
Section 609.                        Designation of Restricted and Unrestricted Subsidiaries......................48
Section 610.                        Maintenance of Office or Agency..............................................48
Section 611.                        Money for Securities Payments to Be Held in Trust............................49
Section 612.                        Statement as to Compliance; Notice of Default................................50
Section 613.                        Waiver of Certain Covenants..................................................50

                                                   ARTICLE SEVEN

                                            SATISFACTION AND DISCHARGE

Section 701.                        Satisfaction and Discharge of Securities; Defeasance.........................51
Section 702.                        Conditions to Defeasance.....................................................52
Section 703.                        Application of Trust Money...................................................53
Section 704.                        Repayment to Company.........................................................53
Section 705.                        Indemnity for Government Obligations.........................................53
Section 706.                        Reinstatement................................................................53



                                                       - v -

<PAGE>





                                                   ARTICLE EIGHT

                                            EVENTS OF DEFAULT; REMEDIES

Section 801.                        Events of Default............................................................54
Section 802.                        Acceleration of Maturity; Rescission and Annulment...........................56
Section 803.                        Collection of Indebtedness and Suits for Enforcement
                           by Trustee............................................................................57
Section 804.                        Trustee May File Proofs of Claim.............................................57
Section 805.                        Trustee May Enforce Claims Without Possession of
                           Securities............................................................................58
Section 806.                        Application of Money Collected...............................................58
Section 807.                        Limitation on Suits..........................................................59
Section 808.                        Unconditional Right of Holders to Receive Principal,
                           Premium and Interest..................................................................60
Section 809.                        Restoration of Rights and Remedies...........................................60
Section 810.                        Rights and Remedies Cumulative...............................................61
Section 811.                        Delay or Omission Not Waiver.................................................61
Section 812.                        Control by Holders Of Securities.............................................61
Section 813.                        Waiver of Past Defaults......................................................62
Section 814.                        Undertaking for Costs........................................................62
Section 815.                        Waiver of Stay or Extension Laws.............................................62

                                                   ARTICLE NINE

                                                    THE TRUSTEE

Section 901.                        Certain Duties and Responsibilities..........................................63
Section 902.                        Notice of Defaults.......................................................... 64
Section 903.                        Certain Rights of Trustee....................................................64
Section 904.                        Not Responsible for Recitals or Issuance of Securities.......................66
Section 905.                        May Hold Securities..........................................................66
Section 906.                        Money Held in Trust..........................................................66
Section 907.                        Compensation and Reimbursement...............................................66
Section 908.                        Disqualification; Conflicting Interests......................................67
Section 909.                        Corporate Trustee Required; Eligibility......................................68
Section 910.                        Resignation and Removal; Appointment of Successor............................68
Section 911.                        Acceptance of Appointment by Successor.......................................69
Section 912.                        Merger, Conversion, Consolidation or Succession
                           to Business...........................................................................71
Section 913.                        Preferential Collection of Claims Against Company............................71
Section 914.                        Appointment of Authenticating Agent..........................................75

                                                      - vi -

<PAGE>




Section 915.                        Trustee's Application for Instructions from the Company......................77

                                                    ARTICLE TEN

                                            RIGHT TO REQUIRE REPURCHASE

Section 1001.                       Repurchase of Securities at Option of the
                           Holder upon Change of Control.........................................................77
Section 1002                        Covenant to Comply with Securities Laws
                           upon Purchase of Securities...........................................................78

                                                  ARTICLE ELEVEN

                                     MERGER, CONSOLIDATION, AND SALE OF ASSETS

Section 1101.                       When Company May Merger or Transfer Assets...................................79
Section 1102.                       Successor Corporation Substituted............................................80

                                                  ARTICLE TWELVE

                                              SUPPLEMENTAL INDENTURES

Section 1201.                       Supplemental Indentures Without Consent of  Holders..........................80
Section 1202.                       Supplemental Indentures With Consent of Holders..............................82
Section 1203.                       Execution of Supplemental Indentures.........................................83
Section 1204.                       Effect of Supplemental Indentures............................................83
Section 1205.                       Conformity With Trust Indenture Act..........................................84
Section 1206.                       Reference in Securities to Supplemental Indentures...........................84
Section 1207.                       Modification Without Supplemental Indenture..................................84

                                                 ARTICLE THIRTEEN

                                               MEETINGS OF HOLDERS;
                                              ACTION WITHOUT MEETING

Section 1301.                       Purposes for Which Meetings May Be Called....................................84
Section 1302.                       Call, Notice and Place of Meetings...........................................85
Section 1303.                       Persons Entitled to Vote at Meetings.........................................85
Section 1304.                       Quorum, Action...............................................................86
Section 1305.                       Attendance at Meetings; Determination of Voting Rights;
                           Conduct and Adjournment of Meetings...................................................87
Section 1306.                       Counting Votes and Recording Action of Meeting...............................87
Section 1307.                       Action Without Meeting.......................................................88

                                                      - vii -

<PAGE>




                                                 ARTICLE FOURTEEN

                                            IMMUNITY OF INCORPORATORS,
                                       STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 1401.                       Liability Solely Corporate...................................................88

                                                  ARTICLE FIFTEEN

                                            HOLDERS' LISTS AND REPORTS
                                              BY TRUSTEE AND COMPANY

Section 1501.                       Company to Furnish Trustee Names and Addresses
                           of Holders............................................................................89
Section 1502.                       Preservation of Information; Communications to Holders.......................89
Section 1503.                       Reports by Trustee...........................................................90
Section 1504.                       Reports by Company...........................................................92



                                                     - viii -
</TABLE>

<PAGE>




         INDENTURE,  dated as of [ ], 1997, between  360(degree)  COMMUNICATIONS
COMPANY,  a corporation  duly  organized and existing under the laws of State of
Delaware (the "Company") and CITIBANK, N.A., a New York banking corporation (the
"Trustee").

                             RECITAL 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  senior
debt securities, notes or other evidences of indebtedness (the "Securities"), to
be issued in one or more  series as in this  Indenture  provided;  and all other
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 ONE

                  Definitions and Other Provisions of General Application

Section 101.  Definitions.

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

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

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

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

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

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

         "Additional  Assets" means (i) any Property or assets (other than cash,
cash  equivalents  or  securities)  to be owned by the  Company or a  Restricted
Subsidiary  and used in a  Related  Business,  (ii) the  costs of  improving  or
developing any Property or assets owned by the Company or a

                                      - 1 -

<PAGE>




Restricted  Subsidiary which are used in a Related Business or (iii) Investments
in any other Person  engaged  primarily  in a Related  Business  (including  the
acquisition  from third  parties of Capital Stock of such Person) as a result of
which such other  Person  becomes a Restricted  Subsidiary  in  compliance  with
Section 609.

         "Affiliate"  of any  specified  Person  means  (i)  any  other  Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common  control  with such  specified  Person or (ii) any other  Person who is a
director or officer (a) of such specified Person,  (b) of any Subsidiary of such
specified  Person or (c) of any Person  described  in clause (i) above.  For the
purposes  of this  definition,  "control"  when used with  respect to any 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.  "Affiliate"  shall also mean any beneficial owner
of shares representing 10% or more of the total voting power of the Voting Stock
(on a fully  diluted  basis) of the Company or of rights or warrants to purchase
such Voting  Stock  (whether or not  currently  exercisable)  and any Person who
would be an  Affiliate  of any  such  beneficial  owner  pursuant  to the  first
sentence hereof.

         "Affiliate Transaction" has the meaning specified in Section 608(a).

         "Asset  Sale"  means,  with  respect  to  any  Person,   any  transfer,
conveyance,  sale, lease or other disposition  (including,  without  limitation,
dispositions  pursuant to any  consolidation  or merger or a Sale and  Leaseback
Transaction) by such Person or any of its Restricted  Subsidiaries in any single
transaction  or series of  transactions  of (a) shares of Capital Stock or other
ownership  interests of another Person (including  Capital Stock of Unrestricted
Subsidiaries)  or (b) any other Property of such Person or any of its Restricted
Subsidiaries;  provided,  however, that the term "Asset Sale" shall not include:
(i) the sale or transfer of  Temporary  Cash  Investments,  inventory,  accounts
receivable  or other  Property  in the  ordinary  course of  business;  (ii) the
liquidation of Property  received in settlement of debts owing to the Company or
any Restricted Subsidiary as a result of foreclosure,  perfection or enforcement
of any Lien or debt,  which  debts were owing to the  Company or any  Restricted
Subsidiary in the ordinary  course of business of the Company or such Restricted
Subsidiary;  (iii) when used with respect to the Company,  any asset disposition
permitted  pursuant to Section 1101 which  constitutes a  disposition  of all or
substantially all of the Company's Property or assets; (iv) the sale or transfer
of any  Property by the Company or a Restricted  Subsidiary  to the Company or a
Restricted  Subsidiary;  (v) a disposition  in the form of a Restricted  Payment
permitted to be made pursuant to Section 606 or (vi) a  disposition  with a Fair
Market Value and a sale price of less than $5 million.

         "Attributable Indebtedness" means Indebtedness deemed to be incurred in
respect  of a Sale  and  Leaseback  Transaction  and  shall  be,  at the date of
determination,  the present value (discounted at the actual rate of interest and
compounding frequency implicit in such transaction), of the total obligations of
the lessee for rental  payments  during the remaining term of the lease included
in such Sale and  Leaseback  Transaction  (including  any  period for which such
lease has been

                                      - 2 -

<PAGE>




extended).

         "Authenticating  Agent" means any Person or Persons  authorized  by the
Trustee to act on behalf of the  Trustee to  authenticate  one or more series of
Securities.

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

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

         "Business  Day" when used with  respect  to a Place of  Payment  of any
other particular  location specified in the Securities or this Indenture,  means
any day,  other than a Saturday or Sunday,  which is not a day on which  banking
institutions  or trust  companies in such Place of Payment or other location are
generally authorized or required by law, regulation or executive order to remain
closed, except as may be otherwise specified as contemplated by Section 301.

         "Capital Expenditure  Indebtedness" means Indebtedness  Incurred by any
Person to finance a capital  expenditure so long as (i) such capital expenditure
is or should be included as an addition to "Property,  Plant and Equipment, net"
or  "Property,  Plant and  Equipment"  in  accordance  with GAAP,  and (ii) such
Indebtedness is Incurred within 180 days of the date such capital expenditure is
made.

         "Capital  Lease   Obligations"   means   Indebtedness   represented  by
obligations  under a lease that is  required  to be  capitalized  for  financial
reporting  purposes in accordance with GAAP and the amount of such  Indebtedness
shall be the  capitalized  amount of such  obligations  determined in accordance
with GAAP.  For purposes of Section  605, a Capital  Lease  Obligation  shall be
deemed secured by a Lien on the Property being leased.

         "Capital Stock" means,  with respect to any Person,  any and all shares
or other  equivalents  (however  designated)  of  corporate  stock,  partnership
interests or any other participation,  right, warrant,  option or other interest
in the nature of an equity  interest  in such  Person,  but  excluding  any debt
security convertible or exchangeable into such equity interest.

         "Capital  Stock Sale  Proceeds"  means the  aggregate Net Cash Proceeds
received by the Company from the issue or sale (other than to a Subsidiary or an
employee  stock  ownership  plan or  trust  established  by the  Company  or any
Subsidiary)  by the  Company  of any  class of its  Capital  Stock  (other  than
Redeemable Stock) after March 7, 1996.

         "Change of Control" means the occurrence of any of the following
events:  (i) any "person" or "group" (within the meaning of Sections 13(d) and
14(d) of the Exchange Act or any successor


                                      - 3 -

<PAGE>




provision to either of the foregoing, including any group acting for the purpose
of  acquiring,  holding or  disposing of  securities  within the meaning of Rule
13d-5(b)(1)  under the  Exchange  Act;  provided,  however,  that a group formed
solely for the  purpose of voting  securities  shall not be deemed to be a group
for purpose of this definition) is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of 35% or more of
the total voting power of the fully  diluted  Voting Stock of the Company,  (ii)
during any period of two consecutive years,  individuals who at the beginning of
such period constituted the Board of Directors of the Company (together with any
new directors  whose  election by the Board of Directors of the Company or whose
nomination for election by the shareowners of the Company was approved by a vote
of 66 2/3% of the  directors of the Company then still in office who were either
directors at the beginning of such period or whose  election or  nomination  for
election  was  previously  so  approved)  cease for any reason to  constitute  a
majority  of the Board of  Directors  of the Company  then in office,  (iii) the
Company consolidates or merges with or into any other Person or any other Person
consolidates  or merges with or into the Company,  in either case,  other than a
consolidation  or merger (a) with a Wholly Owned  Subsidiary in which all of the
Voting Stock of the Company  outstanding  immediately prior to the effectiveness
thereof is changed into or exchanged for substantially the same consideration or
(b)  pursuant to a  transaction  in which the  outstanding  Voting  Stock of the
Company is changed into or exchanged for cash, securities or other Property with
the effect that the  "beneficial  owners" (as such term is used in Section 13(d)
of the Exchange Act) of the outstanding Voting Stock of the Company  immediately
prior to such transaction,  beneficially own, directly or indirectly,  more than
50% of the total voting power of the fully diluted Voting Stock of the surviving
corporation  immediately  following such  transaction or (iv) the Company sells,
conveys,  transfers or leases, directly or indirectly,  all or substantially all
of its assets to any Person other than a Wholly Owned Subsidiary.

         "Change of Control Offer" has the meaning specified in 1001(a).

         "Change of Control Payment Date" has the meaning specified in Section
1001(b).

         "Change of Control Purchase Price" has the meaning specified in Section
1001(a).

         "Change of Control  Triggering  Event" means the  occurrence  of both a
Change of Control and a Rating Decline with respect to the Securities.

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

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


                                      - 4 -

<PAGE>




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

         "Consolidated  Interest Expense" means, for any Person, for any period,
the amount of interest in respect of  Indebtedness  (including  amortization  of
original issue discount,  fees payable in connection with financings,  including
commitment,  availability  and similar fees, and  amortization  of debt issuance
costs,  non-cash  interest payments on any Indebtedness and the interest portion
of any deferred  payment  obligation and after taking into account the effect of
elections  made under,  and the net costs  associated  with,  any Interest  Rate
Agreement, however denominated,  with respect to such Indebtedness),  the amount
of Redeemable  Dividends,  the amount of Preferred Stock dividends in respect of
all Preferred  Stock of Restricted  Subsidiaries  held by Persons other than the
Company or a Restricted  Subsidiary,  commissions,  discounts and other fees and
charges  owed  with  respect  to  letters  of  credit  and  bankers'  acceptance
financing, and the interest component of rentals in respect of any Capital Lease
Obligation or Sale and Leaseback  Transaction  paid,  accrued or scheduled to be
paid or accrued by such Person during such period,  determined on a consolidated
basis in accordance  with GAAP. For purposes of this  definition,  interest on a
Capital Lease Obligation or a Sale and Leaseback  Transaction shall be deemed to
accrue at an interest rate  reasonably  determined by such Person to be the rate
of interest  implicit in such Capital  Lease  Obligation  or Sale and  Leaseback
Transaction in accordance with GAAP consistently applied.

         "Consolidated  Net Income" means for any period,  the net income (loss)
of the Company and its Subsidiaries;  provided, however, that there shall not be
included in such Consolidated Net Income (i) any net income (loss) of any Person
if such Person is not a  Restricted  Subsidiary,  except that (a) subject to the
limitations  contained in (iv) below,  the Company's equity in the net income of
any such Person for such  period  shall be  included  in such  Consolidated  Net
Income up to the aggregate  amount of cash actually  distributed  by such Person
during such period to the Company or a  Restricted  Subsidiary  as a dividend or
other distribution  (subject, in the case of a dividend or other distribution to
a Restricted Subsidiary, to the limitations contained in clause (iii) below) and
(b) the  Company's  equity  in a net  loss of any  such  Person  (other  than an
Unrestricted  Subsidiary) for such period shall be included in determining  such
Consolidated  Net Income,  (ii) any net income (loss) of any Person  acquired by
the Company or a Subsidiary in a pooling of interests transaction for any period
prior  to the date of such  acquisition,  (iii)  any net  income  (loss)  of any
Restricted Subsidiary if such Subsidiary is subject to restrictions, directly or
indirectly,  on the payment of dividends or the making of  distributions by such
Restricted Subsidiary,  directly or indirectly,  to the Company, except that (a)
subject to the limitations  contained in (iv) below, the Company's equity in the
net income of any such  Restricted  Subsidiary for such period shall be included
in such  Consolidated  Net Income up to the aggregate  amount of cash that could
have been  distributed by such Restricted  Subsidiary  during such period to the
Company or another Restricted  Subsidiary as a dividend (subject, in the case of
a dividend to another Restricted Subsidiary, to the limitation contained in this
clause)  and (b) the  Company's  equity  in a net  loss of any  such  Restricted
Subsidiary for such period shall be included in determining such

                                      - 5 -

<PAGE>




Consolidated Net Income,  (iv) any gain (but not loss) realized upon the sale or
other  disposition  of any  Property,  plant or  equipment of the Company or its
consolidated   Subsidiaries  (including  pursuant  to  any  Sale  and  Leaseback
Transaction)  which is not sold or otherwise  disposed of in the ordinary course
of  business  and any  gain  (but  not  loss)  realized  upon  the sale or other
disposition of any Capital Stock of any Person,  (v) any  extraordinary  gain or
loss and (vi) the cumulative effect of a change in accounting principles.

         "Corporate  Trust  Office"  means the office of the Trustee at which at
any  particular   time  its  corporate   trust  business  shall  be  principally
administered, which office at the date of execution of this Indenture is located
at 120 Wall  Street,  13th  Floor,  New York,  New York  10043,  except that for
purposes  of the  presentation  of  Securities  for payment or  registration  of
transfer  or  exchange,  such term means the office or agency of the  Trustee at
which at any particular time the corporate  agency business of the Trustee shall
be conducted, which office at the date of execution of this Indenture is located
at 111 Wall Street, New York, New York 10043.

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

         "covenant defeasance option" has the meaning specified in Section
701(b).

         "Cumulative  EBITDA" means at any date of determination  the cumulative
EBITDA of the Company  from and after  December  31, 1995 through the end of the
fiscal  quarter  immediately  preceding  the date of  determination  or, if such
cumulative  EBITDA for such period is  negative,  minus the amount by which such
cumulative EBITDA is less than zero.

         "Cumulative  Interest  Expense" means at any date of determination  the
aggregate amount of Consolidated  Interest Expense paid, accrued or scheduled to
be paid or accrued by the Company from  December 31, 1995 through the end of the
fiscal quarter immediately preceding the date of determination.

         "Currency  Agreement"  means,  for any  Person,  any  foreign  exchange
contract,  currency swap  agreement or other similar  agreement as to which such
Person is a party or a beneficiary.

         "Credit Facility" means the Amended and Restated Credit Agreement dated
as of October 31, 1996 among the Company,  the Lenders (as defined  therein) and
Citibank,   N.A.,  as  Administration   Agent,  The  Chase  Manhattan  Bank,  as
Syndication  Agent, Bank of America Illinois,  as Syndication Agent, and Toronto
Dominion (Texas), Inc., as Documentation Agent, and any amendments, supplements,
modifications,  extensions, revisions, refinancings or replacements thereof by a
bank or a syndicate of banks.

         "Default"  means,  with respect to the  Securities  of any series,  any
event which is, or after  notice or the lapse of time or both would  become,  an
Event of Default with respect to the Securities of such series.

                                      - 6 -

<PAGE>





         "Defaulted Interest" has the meaning specified in Section 307.

         "Depositary"  means with respect to  Securities  of any series,  or any
Tranche  thereof,  issuable and issued in whole or in part in global  form,  the
Person  designated as Depositary by the Company  pursuant to Section 301 until a
successor   Depositary  shall  have  become  such  pursuant  to  the  applicable
provisions of this Indenture,  and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person,  "Depositary",  as used with respect to the  Securities of
any such  series,  or any  Tranche  thereof,  shall mean the  "Depositary"  with
respect to the Securities of that series or Tranche.

         "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 802.

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

         "EBITDA" means, for any Person,  for any period, an amount equal to (A)
the sum of (i) Consolidated Net Income for such period,  plus (ii) the provision
for taxes for such  period  based on income or profits to the extent such income
or profits were included in computing  Consolidated Net Income and any provision
for taxes  utilized in computing  net loss under  clause (i) hereof,  plus (iii)
Consolidated  Interest Expense for such period,  plus (iv) depreciation for such
period on a consolidated  basis,  plus (v)  amortization of intangibles for such
period on a  consolidated  basis,  plus (vi) any other  non-cash  items reducing
Consolidated Net Income for such period, minus (B) all non-cash items increasing
Consolidated  Net  Income  for  such  period,   all  for  such  Person  and  its
Subsidiaries  determined in accordance with GAAP  consistently  applied,  except
that with respect to the Company each of the foregoing items shall be determined
on a  consolidated  basis  with  respect  to  the  Company  and  its  Restricted
Subsidiaries only.

         "Event of Default" has the meaning specified in Section 801.

         "Excess Proceeds" has the meaning specified in Section 607(b).

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

         "Fair Market Value" means with respect to any Property, the price which
could be  negotiated  in an  arm's-length  free  market  transaction,  for cash,
between a willing  seller and a willing  buyer,  neither of whom is under  undue
pressure or  compulsion to complete the  transaction.  Fair Market Value will be
determined,  except as otherwise  provided,  (i) if such Property or asset has a
Fair  Market  Value of less than $15  million,  by any Officer of the Company or
(ii) if such Property or asset has a Fair Market Value in excess of $15 million,
by a majority of the Board

                                      - 7 -

<PAGE>




of Directors of the Company and evidenced by a Board Resolution, dated within 30
days of the relevant transaction.

         "GAAP" means United States generally accepted accounting  principles as
in effect as of the date of determination, unless stated otherwise.

         "Guarantee"  means any  obligation,  contingent  or  otherwise,  of any
Person directly or indirectly  guaranteeing  any  Indebtedness of any Person and
any obligation,  direct or indirect, contingent or otherwise, of such Person (i)
to purchase or pay (or advance or supply  funds for the  purchase or payment of)
such  Indebtedness  of such  Person  (whether  arising by virtue of  partnership
arrangements,  or  by  agreements  to  keep-well,  to  purchase  assets,  goods,
securities  or  services,  to  take-or-pay  or to maintain  financial  statement
conditions or otherwise) or (ii) entered into for the purpose of assuring in any
other manner the obligee  against loss in respect thereof (in whole or in part);
provided,  however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business.  The term  "Guarantee"
used as a verb has a corresponding meaning.

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

         "Incur" means,  with respect to any Indebtedness or other obligation of
any Person,  to create,  issue,  incur (by  conversion,  exchange or otherwise),
extend,  assume,  Guarantee or become liable in respect of such  Indebtedness or
other obligation or the recording, as required pursuant to GAAP or otherwise, of
any such  Indebtedness  or  obligation  on the balance sheet of such Person (and
"Incurrence",  "Incurred",  "Incurrable"  and  "Incurring"  shall have  meanings
correlative to the  foregoing);  provided,  however,  that a change in GAAP that
results in an  obligation  of such Person  that exists at such time,  and is not
theretofore  classified  as  Indebtedness,  becoming  Indebtedness  shall not be
deemed an Incurrence of such Indebtedness.

         "Indebtedness" means (without duplication), with respect to any Person,
any indebtedness,  secured or unsecured,  contingent or otherwise,  which is for
borrowed money (whether or not the recourse of the lender is to the whole of the
assets of such  Person or only to a portion  thereof),  or  evidenced  by bonds,
notes,  debentures or similar  instruments or representing  the balance deferred
and unpaid of the purchase  price of any Property  (excluding  any balances that
constitute  customer  advance  payments and deposits,  accounts payable or trade
payables,  and other  accrued  liabilities  arising  in the  ordinary  course of
business) if and to the extent any of the foregoing Indebtedness would appear as
a liability  upon a balance  sheet of such Person  prepared in  accordance  with
GAAP,  and shall also  include,  to the extent not  otherwise  included  (i) any
Capital Lease Obligations,  (ii) Indebtedness of other Persons secured by a Lien
to which the Property or assets owned or held by such Person is subject, whether
or not the  obligation or  obligations  secured  thereby shall have been assumed
(the amount of such  Indebtedness  being deemed to be the lesser of the value of
such  Property or assets or the amount of the  Indebtedness  so secured),  (iii)
Guarantees of Indebtedness of other Persons,  (iv) any Redeemable Stock, (v) any
Attributable Indebtedness,  (vi) all reimbursement obligations of such Person in
respect of letters of credit,

                                      - 8 -

<PAGE>




bankers'  acceptances or other similar instruments or credit transactions issued
for the  account of such  Person,  (vii) in the case of the  Company,  Preferred
Stock of its Restricted  Subsidiaries and (viii)  obligations of any such Person
under any Interest Rate Agreement or Currency Agreement applicable to any of the
foregoing.  For purposes of this definition,  the maximum fixed repurchase price
of any  Redeemable  Stock that does not have a fixed  repurchase  price shall be
calculated  in  accordance  with the terms of such  Redeemable  Stock as if such
Redeemable  Stock were  repurchased on any date on which  Indebtedness  shall be
required to be determined pursuant to this Indenture; provided, however, that if
such Redeemable  Stock is not then permitted to be  repurchased,  the repurchase
price  shall  be the  book  value  of  such  Redeemable  Stock.  The  amount  of
Indebtedness of any Person at any date shall be the outstanding  balance at such
date of all  unconditional  obligations  as  described  above  and  the  maximum
liability of any other obligations described in clauses (i) through (viii) above
in respect thereof at such date.

         "Indenture" means this instrument as originally  executed and as it may
from  time  to  time  be  supplemented  or  amended  by one or  more  indentures
supplemental  hereto entered into pursuant to the applicable  provisions  hereof
and shall include the terms of particular  series of Securities  established  as
contemplated by Section 301.

         "Interest",  when used with respect to a 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.

         "Interest Rate Agreement" means, for any Person, any interest rate swap
agreement,  interest rate cap agreement, interest rate collar agreement or other
similar agreement.

         "Investment"  by any Person means any direct or indirect loan,  advance
or other extension of credit or capital  contribution  (by means of transfers of
cash or other  Property to others or payments  for  Property or services for the
account or use of others,  or otherwise) to, or Incurrence of a Guarantee of any
obligation  of, or purchase  or  acquisition  of Capital  Stock,  bonds,  notes,
debentures or other securities or evidence of Indebtedness  issued by, any other
Person.  In determining  the amount of any Investment in respect of any Property
or assets  other than cash,  such  Property or asset shall be valued at its Fair
Market Value at the time of such Investment.

         "Investment  Grade  Rating" means a rating equal to or higher than Baa3
(or the equivalent) by Moody's Investors Service,  Inc. (or any successor to the
rating agency business  thereof),  BBB- (or the equivalent) by Standard & Poor's
Ratings Group (or any successor to the rating agency business  thereof) and BBB-
(or the  equivalent) by Duff & Phelps Credit Rating Co. (or any successor to the
rating agency business thereof).

         "Issue Date" means the date on which the first series of Securities are
authenticated pursuant to Section 303.

                                      - 9 -

<PAGE>




         "legal defeasance option" has the meaning specified in Section 701(b).

         "Leverage  Ratio"  is  defined  as the  ratio  of (i)  the  outstanding
Indebtedness of the Company and the Restricted  Subsidiaries divided by (ii) the
LTM Pro Forma EBITDA of such Person.

         "Lien" means, with respect to any Property of any Person,  any mortgage
or  deed of  trust,  pledge,  hypothecation,  assignment,  deposit  arrangement,
security  interest,   lien,  charge,  easement  (other  than  any  easement  not
materially  impairing  usefulness or  marketability),  encumbrance,  preference,
priority, or other security agreement or preferential arrangement of any kind or
nature  whatsoever  on or with respect to such Property  (including  any Capital
Lease  Obligation,  conditional  sale or other title retention  agreement having
substantially  the same economic  effect as any of the foregoing or any Sale and
Leaseback Transaction).

         "LTM Pro Forma EBITDA" means,  with respect to any Person,  the product
of such  Person's Pro Forma EBITDA for the most recent four  consecutive  fiscal
quarters for which financial statements are available.

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

         "Net  Available  Cash" from an Asset Sale means cash payments  received
therefrom  (including any cash payments  received by way of deferred  payment of
principal pursuant to a note or installment receivable or otherwise, but only as
and when received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Indebtedness or other obligations relating
to such Properties or assets or received in any other noncash form) in each case
net of all legal,  title and recording tax expenses,  commissions and other fees
and expenses Incurred,  and all Federal,  state,  provincial,  foreign and local
taxes required to be accrued as a liability under GAAP, as a consequence of such
Asset Sale, and in each case net of all payments made on any Indebtedness  which
is secured by any assets  subject to such Asset  Sale,  in  accordance  with the
terms of any Lien upon or other  security  agreement of any kind with respect to
such  assets,  or which  must by its  terms,  or in order to obtain a  necessary
consent to such Asset Sale, or by  applicable  law be repaid out of the proceeds
from such Asset Sale, and net of all  distributions  and other payments required
to be made to minority  interest  holders in Subsidiaries or joint ventures as a
result of such Asset Sale.

         "Net Cash  Proceeds"  with  respect to any  issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale, net of attorney's fees,
accountants'  fees,  underwriters'  or  placement  agents'  fees,  discounts  or
commissions  and  brokerage,  consultant  and other fees  actually  Incurred  in
connection  with such  issuance  or sale and net of taxes  paid or  payable as a
result thereof.


                                     - 10 -

<PAGE>




         "Net  POPs"  means the  estimated  population  with  respect to a given
service area  multiplied  by the  percentage  interest that a Person owns in the
entity licensed by the Federal  Communications  Commission to operate a wireless
telecommunications system within that service area.

         "1996  Indenture" means the Indenture dated as of March 7, 1996 between
the  Company  and  Citibank,  N.A.,  as Trustee,  as  amended,  supplemented  or
otherwise modified from time to time in accordance with its terms.


         "Officer" means the President, the Chief Financial Officer, the Senior
Vice President - Finance, the Treasurer or the General Counsel of the Company.

         "Officers'  Certificate" means a certificate signed by two Officers, at
least one of whom shall be the principal executive officer, principal accounting
officer or  principal  financial  officer of the Company,  and  delivered to the
Trustee;  provided,  however,  that for  purposes  of  Section  301,  "Officers'
Certificate" shall mean a certificate executed by the Pricing Committee.

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

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

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

                  (b)       Securities deemed to have been paid in accordance
         with Section 701; and

                  (c) Securities which have been paid pursuant to Section 306 or
         in  exchange  for or in  lieu  of  which  other  Securities  have  been
         authenticated and delivered pursuant to this Indenture,  other than any
         such  Securities in respect of which there shall have been presented to
         the  Trustee  proof  satisfactory  to it  and  the  Company  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  or not the  Holders  of the
requisite  principal amount of the Securities  Outstanding under this Indenture,
or the Outstanding  Securities of any series or Tranche, have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or whether
or not a quorum is present at a meeting of Holders of Securities,

                  (x) Securities  owned by the Company or any other obligor upon
         the Securities or any Affiliate of the Company or of such other obligor
         (unless the Company, such Affiliate or such obligor owns all Securities
         Outstanding under this Indenture, or all

                                     - 11 -

<PAGE>




         Outstanding  Securities of each such series and each such  Tranche,  as
         the case may be, determined without regard to this clause (x)) 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 or upon any such  determination  as to the presence of a quorum,
         only  Securities  which the  Trustee  knows to be so owned  shall be so
         disregarded;  provided,  however,  that  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;

                  (y) the principal amount of a Discount  Security that shall be
         deemed to be  Outstanding  for such purposes shall be the amount of the
         principal  thereof that would be due and payable as of the date of such
         determination  upon a  declaration  of  acceleration  of  the  Maturity
         thereof pursuant to Section 802; and

                  (z) the principal  amount of any Security which is denominated
         in a  currency  other than  United  States  Dollars  or in a  composite
         currency that shall be deemed to be Outstanding for such purposes shall
         be the amount of United States  Dollars which could have been purchased
         by the principal  amount (or, in the case of a Discount  Security,  the
         United  States Dollar  equivalent  on the date  determined as set forth
         below of the  amount  determined  as  provided  in (y)  above)  of such
         currency or composite  currently  evidenced by such  Security,  in each
         such case  certified to the Trustee in an Officers'  Certificate  based
         (i) on the  average of the mean of the buying  and  selling  spot rates
         quoted by three banks which are members of the New York Clearing  House
         Association  selected by the Company in effect at 11:00 A.M.  (New York
         time) in The City of New York on the fifth  Business Day  preceding any
         such  determination  or (ii) if on such fifth Business Day it shall not
         be possible or  practicable to obtain such  quotations  from such three
         banks, on such other quotations or alternative methods of determination
         which shall be as consistent as  practicable  with the method set forth
         in (i) above.

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

         "Periodic  Offering"  means an offering of  Securities of a series from
time  to  time  the  specific  terms  of  which  Securities,  including  without
limitation the rate or rates of interest,  if any, thereon,  the Stated Maturity
or  Maturities  thereof  and the  redemption  provision,  if any,  with  respect
thereto,  are to be determined by the Company or its agents upon the issuance of
such Securities.

         "Permitted Indebtedness" has the meaning specified in Section 603(b).


                                     - 12 -

<PAGE>




         "Permitted  Investment"  means  an  Investment  by the  Company  or any
Restricted  Subsidiary  in (i) a Restricted  Subsidiary  or a Person which will,
upon the making of such Investment,  become a Restricted  Subsidiary;  provided,
however,  that (x) the  primary  business  of such  Restricted  Subsidiary  is a
Related  Business or (y) such Restricted  Subsidiary is a special purpose entity
formed  to  facilitate   the  financing  of  the  Company  and  its   Restricted
Subsidiaries;  (ii) another Person if as a result of such  Investment such other
Person is merged or  consolidated  with or into,  or transfers or conveys all or
substantially  all its  assets  to,  the  Company  or a  Restricted  Subsidiary;
provided,  however,  that such Person's primary business is a Related  Business;
(iii) Temporary Cash  Investments;  (iv) receivables owing to the Company or any
Restricted Subsidiary, if created or acquired in the ordinary course of business
and payable or  dischargeable  in accordance  with  customary  trade terms;  (v)
payroll,  travel and similar  advances to cover matters that are expected at the
time of such  advances  ultimately  to be treated  as  expenses  for  accounting
purposes  and that are made in the ordinary  course of business;  (vi) loans and
advances to employees made in the ordinary  course of business  consistent  with
past practice of the Company or such Restricted Subsidiary,  as the case may be,
provided, that such loans and advances do not exceed $15 million at any one time
outstanding;  and (vii) stock,  obligations or securities received in settlement
of debts created in the ordinary  course of business and owing to the Company or
any Restricted Subsidiary or in satisfaction of judgments.

         "Permitted  Liens"  means  (i) Liens  Incurred  by the  Company  or any
Restricted  Subsidiary if, after giving effect to such Incurrence on a pro forma
basis,  the amount of the total  Indebtedness  of the Company and the Restricted
Subsidiaries that is secured by a Lien does not exceed 15% of the product of the
LTM Pro  Forma  EBITDA  of the  Company  multiplied  by 6.5;  (ii)  Liens on the
Property of the Company or any Restricted  Subsidiary existing on March 7, 1996;
(iii)  Liens on the  Property  of the Company or any  Restricted  Subsidiary  to
secure  any  extension,  renewal,  refinancing,  replacement  or  refunding  (or
successive extensions, renewals,  refinancings,  replacements or refundings), in
whole or in part,  of any  Indebtedness  secured by Liens  referred to in any of
clauses (i), (ii), (viii) or (xi); provided, however, that any such Lien will be
limited to all or part of the same Property that secured the original Lien (plus
improvements   on  such  Property)  and  the  aggregate   principal   amount  of
Indebtedness  that is  secured by such Lien will not be  increased  to an amount
greater than the sum of (A) the outstanding  principal  amount,  or, if greater,
the committed  amount,  of the  Indebtedness  secured by Liens  described  under
clauses  (i),  (ii),  (viii)  and (xi) at the time the  original  Lien  became a
Permitted  Lien  under this  Indenture  and (B) an amount  necessary  to pay any
premiums,  fees and other  expenses  Incurred by the Company in connection  with
such refinancing,  refunding,  extension, renewal or replacement; (iv) Liens for
taxes,  assessments  or  governmental  charges or levies on the  Property of the
Company  or any  Restricted  Subsidiary  if the  same  shall  not at the time be
delinquent or thereafter can be paid without penalty,  or are being contested in
good faith and by  appropriate  proceedings;  (v) Liens  imposed by law, such as
carriers',  warehousemen's  and mechanics'  Liens and other similar Liens on the
Property of the Company or any  Restricted  Subsidiary  arising in the  ordinary
course of business  which secure  payment of  obligations  not more than 60 days
past due or are being  contested in good faith and by  appropriate  proceedings;
(vi) Liens on the Property of the Company or any Restricted  Subsidiary Incurred
in the ordinary course of business to secure performance of

                                     - 13 -

<PAGE>




obligations with respect to statutory or regulatory requirements, performance or
return-of-money  bonds,  surety bonds or other  obligations of a like nature and
Incurred in a manner consistent with industry practice;  (vii) Liens Incurred to
secure  appeal  bonds  and  judgment  and  attachment  Liens,  in  each  case in
connection  with  litigation or legal  proceedings  which are being contested in
good faith by appropriate  proceedings so long as reserves have been established
to the  extent  required  by GAAP as in  effect at such time and so long as such
Liens do not encumber assets by an amount in excess of $25 million; (viii) Liens
on  Property at the time the Company or any  Restricted  Subsidiary  acquired or
constructed  such  Property,  including any  acquisition by means of a merger or
consolidation with or into the Company or such Restricted Subsidiary; (ix) other
Liens on the Property of the Company or any Restricted  Subsidiary incidental to
the conduct of their respective  businesses or the ownership of their respective
Properties  which  were  not  created  in  connection  with  the  Incurrence  of
Indebtedness  or the  obtaining  of  advances  or credit and which do not in the
aggregate  materially  detract from the value of their respective  Properties or
materially  impair  the  use  thereof  in  the  operation  of  their  respective
businesses;  (x) pledges or deposits by the Company or any Restricted Subsidiary
under  workmen's  compensation  laws,  unemployment  insurance  laws or  similar
legislation,  or good faith deposits in connection with bids, tenders, contracts
(other than for the payment of  Indebtedness)  or leases to which the Company or
any  Restricted  Subsidiary is party,  or deposits to secure public or statutory
obligations  of the Company or any  Restricted  Subsidiary,  or deposits for the
payment of rent, in each case Incurred in the ordinary course of business,  (xi)
Liens on the  Property of a Person at the time such Person  becomes a Restricted
Subsidiary;  provided,  however,  that any such Lien may not extend to any other
Property of the Company or any other Restricted Subsidiary which is not a direct
Subsidiary of such Person; provided further, however, that any such Lien was not
Incurred in  anticipation  of or in connection with the transaction or series of
related  transactions   pursuant  to  which  such  Person  became  a  Restricted
Subsidiary,  (xii)  utility  easements,  building  restrictions  and such  other
encumbrances  or charges  against  real  Property  as are of a nature  generally
existing  with respect to  Properties  of a similar  character,  or (xiii) Liens
created pursuant to Section 907.

         "Permitted  Refinancing  Indebtedness" means any renewals,  extensions,
substitutions,  refinancings or replacements of any Indebtedness,  including any
successive extensions, renewals, substitutions,  refinancings or replacements so
long as (i) the  aggregate  amount of  Indebtedness  represented  thereby is not
increased  (except  with  respect to fees and  expenses  Incurred in  connection
therewith) by such renewal, extension, substitution, refinancing or replacement,
(ii) the average life and the date such  Indebtedness  is scheduled to mature is
not  shortened  and (iii) the new  Indebtedness  shall not be senior in right of
payment  to the  Indebtedness  that is  being  extended,  renewed,  substituted,
refinanced or replaced;  provided, that Permitted Refinancing Indebtedness shall
not include (a) Indebtedness of a Subsidiary that refinances Indebtedness of the
Company or (b)  Indebtedness  of the  Company or a  Restricted  Subsidiary  that
refinances  Indebtedness  of an  Unrestricted  Subsidiary.  In  addition  to the
foregoing,  Permitted Refinancing  Indebtedness shall include reborrowings under
the Credit Facility.

         "Person"  means any  individual,  corporation,  company  (including any
limited liability company),  partnership,  joint venture, trust,  unincorporated
organization or government or any

                                     - 14 -

<PAGE>




agency or political subdivision thereof.

         "Place of  Payment",  when used with respect to the  Securities  of any
series, means the place or places,  specified as contemplated by Section 301, at
which,  subject to Section  610,  the  principal  of and  premium,  if any,  and
interest, if any, on the Securities of such series are payable.

         "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 306 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.

         "Preferred  Stock"  means  any  Capital  Stock  of  a  Person,  however
designated,  which entitles the holder  thereof to a preference  with respect to
dividends, distributions or liquidation proceeds of such Person over the holders
of other Capital Stock issued by such Person.

         "Prepayment Offer" has the meaning specified in Section 607(b).

         "Prepayment Offer Notice" has the meaning specified in Section 607(c).

         "Pricing  Committee"  means  the  Executive  Vice  President  and Chief
Financial  Officer  of the  Company,  together  with the Senior  Vice  President
Finance of the Company or the Treasurer of the Company,  or any other  committee
comprised of officers of the Company duly  authorized  by the Board of Directors
to establish the terms of any series of Securities.

         "Pro Forma EBITDA" means for any Person,  for any period, the EBITDA of
such  Person as  determined  on a  consolidated  basis in  accordance  with GAAP
consistently  applied  after giving effect to the  following:  (i) if, during or
after such period,  such Person or any of its  Subsidiaries  shall have made any
Asset Sale, Pro Forma EBITDA of such Person and its Subsidiaries for such period
shall be  reduced  by an amount  equal to the Pro  Forma  EBITDA  (if  positive)
directly attributable to the assets which are the subject of such Asset Sale for
the period or increased by an amount equal to the Pro Forma EBITDA (if negative)
directly  attributable thereto for such period and (ii) if, during or after such
period,  such Person or any of its Subsidiaries  completes an acquisition of any
Person or business which  immediately  after such acquisition is a Subsidiary of
such Person or whose assets are held  directly by such Person or a Subsidiary of
such  Person,  Pro Forma EBITDA shall be computed so as to give pro forma effect
to the  acquisition of such Person or business;  provided,  however,  that, with
respect to the Company,  all of the  foregoing  references  to  "Subsidiary"  or
"Subsidiaries" shall be deemed to refer only to the "Restricted Subsidiaries" of
the Company.

         "Property"  means,  with  respect to any Person,  any  interest of such
Person in any kind of property or asset,  whether  real,  personal or mixed,  or
tangible or  intangible,  including,  without  limitation,  Capital Stock in any
other Person (but excluding Capital Stock or other securities

                                     - 15 -

<PAGE>




issued by such first mentioned Person).

         "Purchase Date" has the meaning specified in Section 607(c).

         "Rating Agencies" mean Standard & Poor's Ratings Group, a division of
McGraw Hill, Inc., Duff & Phelps Credit Rating Co. and Moody's Investors
Service, Inc. or any successor to the respective rating agency businesses
thereof.

         "Rating  Date"  means the date which is 90 days prior to the earlier of
(i) a Change of Control and (ii) public notice of the  occurrence of a Change of
Control or of the intention of the Company to effect a Change of Control.

         "Rating Decline" means, with respect to the Securities,  the occurrence
of the following  on, or within 90 days after,  the date of public notice of the
occurrence of a Change of Control or of the intention by the Company to effect a
Change of Control  (which period shall be extended so long as the rating of such
Securities is under publicly  announced  consideration for possible downgrade by
any of the Rating  Agencies):  (a) in the event the  Securities  are assigned an
Investment  Grade  Rating by at least two of the three  Rating  Agencies  on the
Rating Date,  the rating of the  Securities  by at least two of the three Rating
Agencies  shall be below an  Investment  Grade  Rating;  or (b) in the event the
Securities  are rated below an  Investment  Grade  Rating by at least two of the
three Rating  Agencies on the Rating Date,  the rating of the  Securities  by at
least  two of the  three  Rating  Agencies  shall  be  decreased  by one or more
gradations  (including  gradations  within rating  categories as well as between
rating categories).

         "Redeemable Dividend" means, for any dividend with regard to Redeemable
Stock,  the quotient of the dividend  divided by the difference  between one and
the maximum  statutory  Federal  income tax rate  (expressed as a decimal number
between 1 and 0) then applicable to the issuer of such Redeemable Stock.

         "Redeemable Stock" means, with respect to any Person, any Capital Stock
that by its terms (or by the terms of any security into which it is  convertible
or for which it is  exchangeable)  or  otherwise  (i) matures or is  mandatorily
redeemable  pursuant  to  a  sinking  fund  obligation  or  otherwise,  (ii)  is
redeemable at the option of the holder thereof, in whole or in part, or (iii) is
convertible or exchangeable for Indebtedness mandatorily or at the option of the
holder thereof.

         "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 301.

                                     - 16 -

<PAGE>




         "Related   Business"  means  any  business   directly  related  to  the
ownership, development, operation and acquisition of telecommunications systems.

         "Required Currency" has the meaning specified in Section 311.

         "Responsible Officer", when used with respect to the Trustee, means the
chairman or any  vice-chairman  of the board of  directors,  the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee,  the president,  any vice president,  the secretary, any
assistant secretary,  the treasurer,  any assistant treasurer,  the cashier, any
assistant cashier,  any trust officer or assistant trust officer, the controller
or any  assistant  controller  or any other  officer of the Trustee  customarily
performing  functions  similar to those performed by any of the above designated
officers and also means,  with respect to a particular  corporate  trust matter,
any other officer of the Trustee to whom such matter is referred  because of his
knowledge of and familiarity with the particular subject.

         "Restricted  Payment" means (i) any dividend or  distribution  (whether
made in cash, Property or securities) declared or paid on or with respect to any
shares of  Capital  Stock of the  Company  or  Capital  Stock of any  Restricted
Subsidiary  except for any dividend or distribution  which is made solely to the
Company or a Restricted  Subsidiary (and, if such Restricted Subsidiary is not a
Wholly Owned Subsidiary,  to the other shareowners of such Restricted Subsidiary
on a pro rata basis) or dividends or  distributions  payable solely in shares of
Capital Stock (other than Redeemable Stock) of the Company;  (ii) a payment made
by the Company or any  Restricted  Subsidiary  to purchase,  redeem,  acquire or
retire any Capital Stock of the Company or Capital Stock of any Affiliate of the
Company (other than a Restricted Subsidiary) or any warrants,  rights or options
to directly or  indirectly  purchase  or acquire any such  Capital  Stock or any
securities  exchangeable for or convertible into any such Capital Stock; (iii) a
payment made by the Company or any Restricted Subsidiary to redeem,  repurchase,
defease  or  otherwise  acquire  or retire  for  value,  prior to any  scheduled
maturity, scheduled sinking fund or mandatory redemption payment (other than the
purchase,  repurchase,  or other acquisition of any Indebtedness  subordinate in
right of payment to the  Securities  purchased in  anticipation  of satisfying a
sinking fund obligation,  principal  installment or final maturity, in each case
due within one year of the date of  acquisition),  Indebtedness  of the  Company
which is subordinate  (whether  pursuant to its terms or by operation of law) in
right of payment to the Securities;  or (iv) an Investment (other than Permitted
Investments) in any Person.

         "Restricted  Subsidiary"  means (i) any Subsidiary of the Company after
the Issue Date unless such Subsidiary shall have been designated an Unrestricted
Subsidiary  as  permitted  pursuant  to  Section  609 and  (ii) an  Unrestricted
Subsidiary  which  is  redesignated  as a  Restricted  Subsidiary  as  permitted
pursuant to Section 609.

         "Sale and Leaseback Transaction" means, with respect to any Person, any
direct or indirect arrangement pursuant to which Property is sold or transferred
by such  Person or a  Restricted  Subsidiary  of such  Person and is  thereafter
leased back from the purchaser or transferee thereof

                                     - 17 -

<PAGE>




by such Person or one of its Restricted Subsidiaries.

         "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 305.

         "Senior Indebtedness" means, at any date, any outstanding  Indebtedness
of the  Company  that is pari  passu in right of  payment  with the  Securities,
including  Indebtedness of the Company  outstanding under the 1996 Indenture and
the Credit Facility.

         "Senior  Notes" means the  Company's 7 1/8% Senior Notes Due 2003 and 7
1/2% Senior Notes Due 2006 issued pursuant to the 1996 Indenture.

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

         "Stated  Maturity",  when  used with  respect  to any  Security  of 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.

         "Subordinated  Notes" means the Company's  subordinated  non-negotiable
promissory notes due 2006, together with all agreements or instruments  pursuant
to which such subordinated notes were issued.

         "Subsidiary"   of  any   specified   Person   means  any   corporation,
partnership,  joint venture,  association or other business entity,  whether now
existing or hereafter  organized or acquired,  (i) in the case of a corporation,
of which at least 50% of the total  voting  power of the Voting Stock is held by
such first-named  Person or any of its Subsidiaries and such first-named  Person
or any of its Subsidiaries has the power to direct the management,  policies and
affairs  thereof;  or  (ii)  in  the  case  of  a  partnership,  joint  venture,
association,  or other business  entity,  with respect to which such first-named
Person or any of its Subsidiaries has the power to direct or cause the direction
of the  management  and  policies of such entity by contract or  otherwise if in
accordance  with  generally  accepted  accounting   principles  such  entity  is
consolidated with the first-named Person for financial statement purposes.

         "Temporary  Cash   Investments"   means  any  of  the  following:   (i)
Investments in U.S. Government  Obligations  maturing within 90 days of the date
of acquisition thereof, (ii) Investments in time deposit accounts,  certificates
of deposit  and money  market  deposits  maturing  within 90 days of the date of
acquisition thereof issued by a bank or trust company which is

                                     - 18 -

<PAGE>




organized  under the laws of the United  States of America or any state  thereof
having  capital,   surplus  and  undivided  profits  aggregating  in  excess  of
$500,000,000  and whose long-term debt is rated "A-3" or higher,  "A-" or higher
or "A-" or higher  according  to Moody's  Investors  Service,  Inc.,  Standard &
Poor's  Ratings  Group or Duff &  Phelps  Credit  Rating  Co.  (or such  similar
equivalent  rating by at least one  "nationally  recognized  statistical  rating
organization" (as defined in Rule 436 under the Securities Act)),  respectively,
(iii) repurchase  obligations with a term of not more than 7 days for underlying
securities of the types described in clause (i) entered into with a bank meeting
the  qualifications   described  in  clause  (ii)  above,  (iv)  Investments  in
commercial paper,  maturing not more than 90 days after the date of acquisition,
issued by a corporation  (other than the Company or an Affiliate of the Company)
organized and in existence under the laws of the United States of America with a
rating  at the time as of which  any  Investment  therein  is made of "P-1"  (or
higher)  according  to  Moody's  Investors  Service,  Inc.,  "A- 1" (or  higher)
according to Standard & Poor's  Ratings Group or "A-1" (or higher)  according to
Duff & Phelps Credit Rating Co. (or such similar  equivalent  rating by at least
one "nationally  recognized statistical rating organization" (as defined in Rule
436 under the Securities  Act)),  and (v)  Investments in money market or mutual
funds that invest  primarily in  Investments  of the types  described in clauses
(i), (ii), (iii) and (iv).

         "Terminating Covenants" has the meaning specified in Section 601.

         "Tranche" means a group of Securities  which (a) are of the same series
and (b) have  identical  terms  except as to  principal  amount  and/or  date of
issuance.

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

         "Trust  Indenture  Act"  means  the  Trust  Indenture  Act of 1939,  as
amended, as in force at the date as of which this Indenture was executed, except
as provided in Section 1205.

         "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership  interest in such obligations) of the United States of
America  (including  any agency or  instrumentality  thereof) for the payment of
which the full faith and credit of the United  States of America is pledged  and
which are not callable or redeemable at the issuer's option.

         "United  States" means the United States of America,  its  territories,
its possessions and other areas subject to its jurisdiction.

         "Unrestricted  Subsidiary"  means (a) any  Subsidiary of the Company in
existence  on the  Issue  Date  that  is not a  Restricted  Subsidiary,  (b) any
Subsidiary of an Unrestricted Subsidiary and

                                     - 19 -

<PAGE>




(c) any Subsidiary of the Company which is designated after the Issue Date as an
Unrestricted  Subsidiary as permitted pursuant to Section 609 and not thereafter
redesignated as a Restricted Subsidiary as permitted pursuant thereto.

         "Voting  Stock" of a corporation  means all classes of Capital Stock of
such corporation then outstanding and normally  entitled to vote in the election
of directors.

         "Wholly Owned Subsidiary"  means, at any time, a Restricted  Subsidiary
all of the Voting Stock of which (except directors' qualifying shares) is at the
time owned,  directly or  indirectly,  by the Company and its other Wholly Owned
Subsidiaries.

Section 102.  Compliance Certificates and Opinions.

         Except as  otherwise  expressly  provided in this  Indenture,  upon any
application  or request by the Company to the  Trustee to take any action  under
any provision of this Indenture, the Company shall, if requested by the Trustee,
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 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:

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

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

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

Section 103.  Form of Documents Delivered to Trustee.

     In any case where  several  matters  are  required to be  certified  by, or
covered by an opinion
                                     - 20 -

<PAGE>




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

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

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

Section 104.  Acts of Holders.

         (a) Any request,  demand,  authorization,  direction,  notice, consent,
election, waiver or other action provided by this Indenture to be made, 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 or, alternatively,  may be embodied in and evidenced by the
record of Holders voting in favor  thereof,  either in person or by proxies duly
appointed  in  writing,  at any  meeting  of  Holders  duly  called  and held in
accordance  with the  provisions of Article  Thirteen,  or a combination of such
instruments and any such record.  Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
of both are delivered to the Trustee and, where it is hereby expressly required,
to the Company.  Such  instrument  or  instruments  and any such record (and the
action embodied therein and evidenced  thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments and so voting
at any such meeting.  Proof of execution of any such  instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security,  shall
be  sufficient  for any purpose of this  Indenture  and (subject to Section 901)
conclusive  in favor  of the  Trustee  and the  Company,  if made in the  manner
provided in this Section.  The record of any meetings of Holders shall be proved
in the manner provided in Section 1306.

         (b) The  fact  and  date of the  execution  by any  Person  of any such
instrument  or  writing  may be proved  by the  affidavit  of a witness  of such
execution or by a certificate of a notary public or other officer  authorized by
law to take acknowledgments of deeds, certifying that the

                                     - 21 -

<PAGE>




individual signing such instrument or writing  acknowledged to him the execution
thereof or may be proved in any other  manner  which the Trustee and the Company
deem sufficient.  Where such execution is by a signer acting in a capacity other
than  his  individual  capacity,   such  certificate  or  affidavit  shall  also
constitute sufficient proof of his authority.

         (c) The principal  amount (except as otherwise  contemplated  in clause
(y) of the  proviso to the  definition  of  Outstanding)  and serial  numbers of
Securities held by any Person, and the date of holding the same, shall be proved
by the Security Register.

         (d) Any request,  demand,  authorization,  direction,  notice, consent,
election,  waiver or other Act of a Holder shall bind the Holder of any 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.

         (e) Until such time as written instruments shall have been delivered to
the Trustee  with respect to the  requisite  percentage  of principal  amount of
Securities for the action contemplated by such instruments,  any such instrument
executed and delivered by or on behalf of the Holder may be revoked with respect
to any or all of  such  Securities  by  written  notice  by such  Holder  or any
subsequent Holder, proven in the manner in which such instrument was proven.

         (f) Securities of any series, or any Tranche thereof, authenticated and
delivered  after any Act of Holders  may,  and shall if required by the Trustee,
bear a notation in form  approved by the Trustee as to any action  taken by such
Act of Holders. If the Company shall so determine, new Securities of any series,
or any Tranche thereof, so modified as to conform, in the opinion of the Trustee
and the Company,  to such action may be prepared and executed by the Company and
authenticated   and  delivered  by  the  Trustee  in  exchange  for  Outstanding
Securities of such series or Tranche.

         (g) If the Company  shall  solicit from  Holders any  request,  demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its  option,  by 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. If such a record  date is  fixed,  such  request,  demand,
authorization,  direction,  notice,  consent,  waiver  or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on the record  date shall be deemed to be Holders  for the  purposes of
determining  whether  Holders of the  requisite  proportion  of the  Outstanding
Securities  have  authorized  or agreed or  consented to such  request,  demand,
authorization,  direction,  notice,  consent,  waiver or other Act, and for that
purpose the Outstanding  Securities  shall be computed as of the record date. If
such a record date is not fixed,  such record date shall be the later of 30 days
prior  to  the  first  solicitation  of  such  request,  demand,  authorization,
direction,  notice,  consent, waiver or other Act or the date of the most recent
list of Holders  furnished to the Trustee pursuant to Section 1501 prior to such
solicitation.


                                     - 22 -

<PAGE>




Section 105.  Notices, Etc. to Trustee and Company.

         Any  request,  demand,   authorization,   direction,  notice,  consent,
election,  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,
     (a) the Trustee by any Holder or by the  Company  shall be  sufficient  for
every purpose hereunder if made, given, furnished or filed in writing to or with
the  Trustee  at  its  Corporate  Trust  Office,  Attention:  Corporate  Trustee
Administration, or
     (b) the Company by the  Trustee or by any Holder  shall be  sufficient  for
every purpose  hereunder  (unless  otherwise herein expressly  provided),  if in
writing and mailed, first-class postage prepaid, to the Company addressed to the
attention  of  its  Treasurer,  at  8725  W.  Higgins  Road,  Chicago,  Illinois
60631-2702,  or at any other  address  previously  furnished  in  writing to the
Trustee by the Company. Section 106. Notice to Holders of Securities; Waiver.

         Except as otherwise  expressly  provided  herein,  where this Indenture
provides for notice to Holders of any event,  such notice shall be  sufficiently
given,  and  shall be  deemed  given,  to  Holders  if in  writing  and  mailed,
first-class  postage  prepaid,  to each Holder  affected  by such event,  at the
address of such Holder 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 case by reason of the  suspension  of  regular  mail  service  or by
reason  of any other  cause it shall be  impracticable  to give  such  notice to
Holders by mail,  then such  notification  as shall be made with the approval of
the  Trustee  shall  constitute  a  sufficient  notification  for every  purpose
hereunder.  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.

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

Section 107. Conflict with Trust Indenture Act.

         If any provision of this Indenture limits,  qualifies or conflicts with
another  provision  hereof which is required to be included in this Indenture by
any of the provisions of the Trust Indenture Act, such required  provision shall
control.

Section 108.  Effect of Headings and Table of Contents.

                                     - 23 -

<PAGE>




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

Section 109.  Successors and Assigns.

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

Section 110.  Separability Clause.

         In case any  provision  in this  Indenture or 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 111.  Benefits of Indenture.

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

Section 112.  Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

Section 113.  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
other than a provision in Securities of any series,  or any Tranche thereof,  or
in the Board Resolution or Officers'  Certificate which establishes the terms of
such Securities or Tranche,  which specifically states that such provision shall
apply in lieu of this Section) 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,  and,  if such  payment is made or duly  provided  for on such
Business  Day,  that no interest  shall  accrue on the amount so payable for the
period from and after such  Interest  Payment  Date,  Redemption  Date or Stated
Maturity, as the case may be, to such Business Day.


                                   ARTICLE TWO


                                     - 24 -

<PAGE>




                                 Security Forms

Section 201.  Forms Generally.

         The definitive  Securities of each series shall be in substantially the
forms  thereof  established  in  Board  Resolutions  or  Officers'  Certificates
pursuant to Board  Resolutions,  or in indentures  supplemental  hereto, in each
case  with  such  appropriate  insertions,  omissions,  substitutions  and other
variations  as are required or permitted  by this  Indenture,  and may have such
letters,   numbers  or  other  marks  of  identification  and  such  legends  or
endorsements  placed  thereon as may be required to comply with the rules of any
securities  exchange or as may,  consistently  herewith,  be  determined  by the
officers  executing  such  Securities,  as evidenced  by their  execution of the
Securities.  If the forms of Securities of any series are established in a Board
Resolution or in an Officers'  Certificate pursuant to a Board Resolution,  such
Board  Resolution and Officers'  Certificate,  if any, shall be delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such Securities.

         The  Securities  of each series  shall be issuable in  registered  form
without coupons.  The definitive  Securities shall be produced in such manner as
shall be determined by the officers  executing such Securities,  as evidenced by
their execution thereof.

Section 202.  Form of Trustees Certificate of Authentication.

         The Trustee's  certificate of authentication  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.

                                 CITIBANK, N.A.,
                                                      as Trustee


                                                      By:
                                                         Authorized Signatory


                                     - 25 -

<PAGE>





                                  ARTICLE THREE

                                 The Securities

Section 301.  Amount Unlimited; Issuable in Series.

         Subject to the  limitations  set forth in Section  603,  the  aggregate
principal amount of Securities  which may be  authenticated  and delivered under
this Indenture is unlimited. The Securities will be senior unsecured obligations
of the  Company,  will rank pari passu in right of payment with all existing and
future unsubordinated,  unsecured Indebtedness of the Company and will be senior
in right of payment to all future subordinated Indebtedness of the Company.

         The Securities may be issued in one or more series. Subject to the last
paragraph of this Section,  there shall be established in a Board  Resolution or
in an Officers'  Certificate  pursuant to a Board Resolution,  or established in
one or more  indentures  supplemental  hereto,  the  following  terms  prior the
issuance of Securities of any series:

     (a) the title of the Securities of such series (which shall distinguish the
Securities of such series from Securities of all other series);
     (b) any limit upon the aggregate principal amount of the Securities of such
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 Section
304, 305, 306, 406 or 1206 and,  except for any  Securities  which,  pursuant to
Section  303,  are  deemed  never  to  have  been  authenticated  and  delivered
hereunder);
     (c) whether the Securities of such series may be issued in whole or in part
in global form and, if so, the identity of the Depositary for such Securities in
global form, and the terms and conditions,  if any, upon which interests in such
Securities  in  global  form may be  exchanged,  in  whole  or in part,  for the
individual Securities represented thereby;
     (d)  the  Person  or  Persons  (without  specific  identification)  to whom
interest on Securities of such series, or any Tranche thereof,  shall be payable
on any  Interest  Payment  Date,  if other  than the  Person in whose  name that
Security (or one or more  Predecessor  Securities) is registered at the close of
business on the Regular Record Date for such interest;

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

     (f) the rate or  rates  at which  the  Securities  of such  series,  or any
Tranche
                                     - 26 -

<PAGE>




         thereof,  shall bear  interest,  if any (including the rate or rates at
         which overdue  principal,  premium or interest shall bear interest,  if
         any),  or any method or  methods  by which such rate or rates  shall be
         determined,  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 Securities on any
         Interest  Payment Date; and the basis of  computation  of interest,  if
         other than as provided in Section 310;

                  (g)  the  place  or  places  where  (1) the  principal  of and
         premium, if any, and interest, if any, on Securities of such series, or
         any Tranche  thereof,  shall be  payable,  (2) any  Securities  of such
         series, or any Tranche thereof,  may be surrendered for registration of
         transfer, (3) Securities of such series, or any Tranche thereof, may be
         surrendered  for  exchange  and (4)  notices and demands to or upon the
         Company in respect of the  Securities  of such  series,  or any Tranche
         thereof, and this Indenture may be served;

                  (h) the period or periods within which, the price or prices at
         which and the terms and  conditions  upon which the  Securities of such
         series, or any Tranche thereof,  may be redeemed,  in whole or in part,
         at the option of the Company;

                  (i) the  obligation,  if any,  of the  Company  to  redeem  or
         purchase  the  Securities  of  such  series,  or any  Tranche  thereof,
         pursuant to any sinking fund or analogous  provisions  or at the option
         of a Holder thereof (in addition to purchases at the option of a Holder
         pursuant to Section 1001) and the period or periods  within which,  the
         price or prices at which and the terms and  conditions  upon which such
         Securities  shall  be  redeemed  or  purchased,  in  whole  or in part,
         pursuant to such obligation;

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

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

                  (l)  the   currency   or   currencies,   including   composite
         currencies,  in which payment of the principal of and premium,  if any,
         and interest,  if any, on the Securities of such series, or any Tranche
         thereof,  shall be payable  (if other than the  currency  of the United
         States);

                  (m) if the  principal of or premium,  if any, or interest,  if
         any, on the Securities of such series,  or any Tranche thereof,  are to
         be  payable,  or are to be payable at the  election of the Company or a
         Holder thereof, in securities or other property, the type and

                                     - 27 -

<PAGE>




         amount of such  securities  or other  property,  or the method by which
         such  amount  shall be  determined,  and the period or  periods  within
         which,  and the terms and conditions upon which,  any such election may
         be made;

                  (n) if the amount of payments of principal  of or premium,  if
         any, or interest,  if any, on the  Securities  of such  series,  or any
         Tranche  thereof,  may be determined  with  reference to an index,  the
         manner in which such amounts shall be determined;

                  (o) if other than the principal amount thereof, the portion of
         the  principal  amount of  Securities  of such  series,  or any Tranche
         thereof, which shall be payable upon declaration of acceleration of the
         Maturity thereof pursuant to Section 802;

                  (p) any Events of Default,  in addition to those  specified in
         Section 801,  with respect to the  Securities  of such series,  and any
         covenants  of  the  Company  for  the  benefit  of the  Holders  of the
         Securities of such series, or any Tranche thereof, in addition to those
         set forth in Article Six;

                  (q) the terms,  if any,  pursuant to which the  Securities  of
         such series, or any Tranche thereof, may be converted into or exchanged
         for shares of Capital  Stock or other  securities of the Company or any
         other Person;

                  (r)  any   additional  or   alternative   provisions  for  the
         reinstatement   of  the  Company's   Indebtedness  in  respect  of  the
         Securities of such series after the satisfaction and discharge  thereof
         as provided in Section 701;

     (s) if a service  charge will be made for the  registration  of transfer or
exchange of Securities  of such series,  or any Tranche  thereof,  the amount or
terms thereof;
     (t) any  exceptions  to Section  113, or  variation  in the  definition  of
Business  Day,  with respect to the  Securities  of such series,  or any Tranche
thereof; and
     (u) any  other  terms of the  Securities  of such  series,  or any  Tranche
thereof, not inconsistent with the provisions of this Indenture.

         If any of the terms of the Securities of a series are  established in a
Board Resolution or in an Officers'  Certificate pursuant to a Board Resolution,
such Board Resolution and Officers'  Certificate,  if any, shall be delivered to
the Trustee at or prior to the  delivery of the Company  Order  contemplated  by
Section 303 for the authentication and delivery of such Securities. With respect
to Securities of a series subject to a Periodic Offering,  such Board Resolution
or  Officers'  Certificate  may  provide  general  terms or  parameters  for the
Securities  of such  series  and  provide  either  that  the  specific  terms of
particular  Securities  of such series shall be specified in a Company  Order or
that such terms shall be  determined  by the Company or its agents in accordance
with a Company Order as  contemplated  by the proviso of the third  paragraph of
Section 303.

                                     - 28 -

<PAGE>




Section 302.  Denominations.

         Unless  otherwise  provided as contemplated by Section 301 with respect
to any series of Securities,  the Securities of each series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

Section 303.  Execution, Authentication, Delivery and Dating.

         The  Securities  shall be  executed  on  behalf of the  Company  by its
Chairman of the Board,  its President,  one of its Vice  Presidents or any other
duly authorized officer,  under its corporate seal affixed thereto or reproduced
thereon  attested by its  Secretary,  its Assistant  Secretary or any other duly
authorized  officer.  The  signature  of any or all  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  the 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 and delivery,  together with a Company
Order for the authentication and delivery;  of such Securities,  and the Trustee
in accordance with such Company Order shall  authenticate and make available for
delivery such Securities; provided, however, that, with respect to Securities of
a series subject to a Periodic Offering, (a) such Company Order may be delivered
by the  Company to the  Trustee  prior to the  delivery  to the  Trustee of such
Securities for authentication  and delivery;  (b) the Trustee shall authenticate
and make  available for delivery  Securities  of such series for original  issue
from time to time, in an aggregate  principal amount not exceeding the aggregate
principal amount established for such series, all pursuant to a Company Order or
pursuant to such  procedures  acceptable to the Trustee as may be specified from
time to time by a Company Order; (c) the maturity date or dates,  original issue
date or dates,  interest rate or rates and any other terms of Securities of such
series shall be determined by Company Order or pursuant to such procedures;  and
(d) if  provided  for in such  procedures,  such  Company  Order  may  authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing.

         In   authenticating   Securities   of   any   series,   and   accepting
responsibilities  under this  Indenture  in  relation  to such  Securities,  the
Trustee  shall be  entitled to receive,  and  (subject to Section  901) shall be
fully protected in relying upon, an Opinion of Counsel stating:

     (a) that the forms of such  Securities  have been  duly  authorized  by the
Company and have been  established  in  conformity  with the  provisions of this
Indenture;

                                     - 29 -

<PAGE>




                  (b)  that  the  terms  of  such   Securities  have  been  duly
         authorized by the Company and have been  established in conformity with
         the provisions of this Indenture;

                  (c) that such Securities,  when authenticated and delivered by
         the Trustee and issued and  delivered  by the Company in the manner and
         subject to any  conditions  specified in such Opinion of Counsel,  will
         have been duly issued under this Indenture,  and will constitute  valid
         and  legally  binding  obligations  of  the  Company,  entitled  to the
         benefits provided by this Indenture, and enforceable in accordance with
         their  terms,  subject,  as to  enforcement,  to  laws  relating  to or
         affecting  generally the enforcement of creditors'  rights,  including,
         without  limitation,  bankruptcy  and  insolvency  laws and to  general
         principles of equity; and

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

provided,  however,  that,  with respect to Securities of a series  subject to a
Periodic  Offering,  the Trustee  shall be entitled to receive  such  Opinion of
Counsel  only  once at or  prior  to the  time of the  first  authentication  of
Securities of such series and that the opinions described in clauses (b) and (c)
above may, alternatively, state, respectively:

     (x) that,  when the terms of such  Securities  shall have been  established
pursuant to a Company  Order or pursuant to such  procedures as may be specified
from time to time by a Company Order,  all as  contemplated by and in accordance
with  a  Board  Resolution  or an  Officers'  Certificate  pursuant  to a  Board
Resolution, as the case may be, such terms will have been duly authorized by the
Company and will have been established in conformity with the provisions of this
Indenture; and

     (y)  that  such  Securities,   when  (1)  executed  by  the  Company,   (2)
authenticated  and delivered by the Trustee in accordance  with this  Indenture,
(3) issued and delivered by the Company and (4) paid for, all as contemplated by
and in accordance with the aforesaid Company Order or specified  procedures,  as
the case may be,  will have been  duly  issued  under  this  Indenture  and will
constitute valid and legally binding obligations of the Company, entitled to the
benefits  provided by the Indenture,  and  enforceable in accordance  with their
terms,  subject,  as to enforcement,  to laws relating to or affecting generally
the enforcement of creditors' rights, including, without limitation,  bankruptcy
and insolvency laws and to general principles of equity.

         With respect to Securities of a series subject to a Periodic  Offering,
the Trustee may conclusively rely, as to the authorization by the Company of any
of such  Securities,  the form and terms  thereof  and the  legality,  validity,
binding effect and enforceability thereof, upon the Opinion of Counsel and other
documents  delivered  pursuant  to  Sections  201 and 301 and this  Section,  as
applicable, at or prior to the time of the first authentication of Securities of
such  series  unless  and  until  such  opinion  or other  documents  have  been
superseded or revoked. In connection with the

                                     - 30 -

<PAGE>




authentication  and  delivery of  Securities  of a series  subject to a Periodic
Offering,   the  Trustee   shall  be  entitled  to  assume  that  the  Company's
instructions  to  authenticate  and deliver such  Securities  do not violate any
rules,  regulations or orders of any  governmental  agency or commission  having
jurisdiction over the Company.

         If the  form  or  terms  of the  Securities  of any  series  have  been
established by or pursuant to a Board of Resolution as permitted by Sections 201
or 301, the Trustee shall not be required to authenticate such Securities if the
issuance 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.

         If the Company shall establish  pursuant to Section 301 that Securities
of a series may be issued in whole or in part in global  form,  then the Company
shall execute and the Trustee  shall,  in  accordance  with this Section and the
Company Order with respect to such series,  authenticate and deliver one or more
Securities in global form that (i) shall  represent and shall be  denominated in
an authorized  aggregate  amount equal to the aggregate  principal amount of the
Outstanding Securities of such series and tenor to be represented by one or more
Securities in global form, (ii) shall be registered,  if in registered  form, in
the name of the  Depositary,  (iii) shall be  delivered  to such  Depositary  or
pursuant  to  such  Depositary's  instruction  and  (iv)  shall  bear  a  legend
substantially to the following effect (with such  modifications as are necessary
to reflect the name of the Depositary):

                  "Unless  this   certificate  is  presented  by  an  authorized
         representative of The Depository Trust Company,  a New York corporation
         ("DTC"),  to the  Company or its agent for  registration  or  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 DTC (and any  payment  is made to CEDE & CO. or such
         other  entity  as is  requested  by an  authorized  agent of DTC),  any
         transfer,  pledge or other use hereof for value or  otherwise  by or to
         any person is wrongful in so much as the registered owner hereof,  CEDE
         & CO., has an interest herein.

                  Each  Depositary  designated  pursuant  to  Section  301 for a
         Registered Security in global form must, at the time of its designation
         and at all times while it serves as  Depositary,  be a clearing  agency
         registered under the Exchange Act and any other  applicable  statute or
         regulation.

                   Unless and until this  Security is  exchanged  in whole or in
         part for  certified  Securities  registered in the names of the various
         beneficial  holders hereof as then certified to the Company by DTC or a
         successor depositary,  this Security may not be transferred except as a
         whole  by DTC to a  nominee  of  DTC or by a  nominee  of DTC to DTC or
         another  nominee of DTC or by DTC or any such  nominee  to a  successor
         depositary or a nominee of such successor depositary.


                                     - 31 -

<PAGE>




                  This  Security  may  be  exchanged  for  certified  Securities
         registered in the names of the various beneficial owners hereof only if
         (a) DTC is at any time  unwilling  or unable to continue as  depositary
         and as a successor depositary is not appointed by the Company within 90
         days,  or (b) the  Company  elects  to issue  certified  Securities  to
         beneficial  owners (as  certified  to the Company by DTC or a successor
         depositary) of all Securities of the series designated below."

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or  obligatory  for any purpose  unless there  appears on such  Security a
certificate  of  authentication  substantially  in the form  provided for herein
executed by the Trustee or its agent 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.  Notwithstanding the foregoing,  if any Security
shall have been  authenticated  and delivered  hereunder to the Company,  or any
Person  acting on its  behalf,  but shall never have been issued and sold by the
Company,  and the  Company  shall  deliver  such  Security  to the  Trustee  for
cancellation as provided in Section 309 together with a written statement (which
need not comply with  Section 102 and need not be  accompanied  by an Opinion of
Counsel)  stating  that such  Security  has never  been  issued  and sold by the
Company,  for all purposes of this Indenture such Security shall be deemed never
to have been  authenticated and delivered  hereunder and shall never be entitled
to the benefits hereof.

Section 304.  Temporary Securities.

         Pending the  preparation  of definitive  Securities of any series,  the
Company may execute,  and upon Company Order the Trustee shall  authenticate and
make   available  for  delivery,   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,   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;  provided,
however, that temporary Securities need not recite specific redemption,  sinking
fund, conversion or exchange provisions.

         If temporary  Securities  of any series are issued,  the Company  shall
cause definitive  Securities of such 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 maintained pursuant to Section 610
in a Place of  Payment  for such  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 make
available for delivery in exchange  therefor  definitive  Securities of the same
series, of authorized  denominations  and of like tenor and aggregate  principal
amount.

                                     - 32 -

<PAGE>




         Until  exchanged  in  full  as  hereinabove  provided,   the  temporary
Securities  of any series shall in all respects be entitled to the same benefits
under this  Indenture as  definitive  Securities  of the same series and of like
tenor authenticated and delivered hereunder.

Section 305.  Registration, Registration of Transfer and Exchange.

         The  Company  shall  cause  to be kept at the  office  of the  Security
Registrar  designated  pursuant  to Section 610 a register  (referred  to as the
"Security Register") in which, subject to such reasonable  regulations as it may
prescribe,  the Company shall provide for the registration of Securities and the
registration of transfer thereof.

         Upon  surrender  for  registration  of transfer of any  Security of any
series at the office of agency of the Company maintained pursuant to Section 610
in a Place of Payment  for such  series,  the  Company  shall  execute,  and the
Trustee shall  authenticate and make available for delivery,  in the name of the
designated  transferee or  transferees,  one or more new  Securities of the same
series, of authorized  denominations  and of like tenor and aggregate  principal
amount.

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

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

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

         Unless  otherwise  provided  in a  Board  Resolution  or  an  Officers'
Certificate  pursuant to a Board  Resolution,  or in an  indenture  supplemental
hereto,  with respect to Securities of any series,  or any Tranche  thereof,  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 Section 304, 306 or 1206 not involving any transfer.



                                     - 33 -

<PAGE>




         The  Company  shall not be  required  (a) to  issue,  to  register  the
transfer of or to exchange  Securities  of any series during a period of 15 days
immediately preceding the date notice is given identifying the serial numbers of
the Securities of such series called for redemption or (b) to issue, to register
the transfer of or to exchange any Security so selected for  redemption in whole
or in part,  except the  unredeemed  portion of any Security  being  redeemed in
part.

Section 306.  Mutilated, Destroyed, Lost and Stolen Securities.

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

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

         Notwithstanding the foregoing,  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
reasonable  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  shall  constitute an original
additional contractual obligation of the Company,  whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and any such
new Security shall be entitled to all the benefits of this Indenture equally and
proportionately  with any and all other  Securities  of such  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.


                                     - 34 -

<PAGE>





Section 307.  Payment of Interest; Interest Rights Preserved.

         Unless  otherwise  provided as contemplated by Section 301 with respect
to the  Securities  of any  series,  or any  Tranche  thereof,  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  (the
"Defaulted  Interest")  shall forthwith cease to be payable to the Holder on the
related  Regular  Record  Date by virtue of having  been such  Holder,  and such
Defaulted Interest may be paid by the Company,  at its election in each case, as
provided in clause (a) or (b) below:

                  (a) The  Company  may elect to make  payment of any  Defaulted
         Interest to the Persons in whose  names the  Securities  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 20 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 promptly
         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 the  address of such
         Holder 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 (b).

                  (b) The Company may make payment of any Defaulted  Interest on
         the   Securities   of  any  series  in  any  other  lawful  manner  not
         inconsistent with the requirements of any securities  exchange on which
         such Securities may be listed, and upon such notice

                                     - 35 -

<PAGE>




         as may be required by such  exchange,  if,  after  notice  given by the
         Company to the Trustee of the proposed payment pursuant to this clause,
         such manner of payment shall be deemed practicable by the Trustee.

         Subject to the  foregoing  provisions  of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in  exchange  for or in lieu of any other  Security  shall  carry the  rights to
interest  accrued and unpaid,  and to accrue,  which were  carried by such other
Security.

Section 308.  Persons Deemed Owners.

         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 absolute
owner of such Security for the purpose of receiving  payment of principal of and
premium, if any, and (subject to Sections 305 and 307) interest, if any, on such
Security and for all other  purposes  whatsoever,  whether or not such  Security
shall be  overdue,  and neither  the  Company,  the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

Section 309.  Cancellation.

         All  Securities  surrendered  for  payment,   redemption,   conversion,
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, if not theretofore  canceled,  shall be promptly canceled by
the Trustee. 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  or which the Company shall
not have issued and sold,  and all  Securities  so  delivered  shall be promptly
canceled by the Trustee.  No Securities  shall be authenticated in lieu of or in
exchange  for any  Securities  canceled as provided in this  Section,  except as
expressly  permitted  by this  Indenture.  All canceled  Securities  held by the
Trustee shall be returned to the Company.

Section 310.  Computation of Interest.

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

Section 311.  Payment to Be in Proper Currency.

         In the case of any  Securities  denominated  in any currency other than
United  States  Dollars or in a composite  currency (the  "Required  Currency"),
except as otherwise provided therein,  the obligation of the Company to make any
payment of the principal thereof, or the premium or interest thereon,  shall not
be discharged or satisfied by any tender by the Company, or recovery

                                     - 36 -

<PAGE>




by the Trustee, in any currency other than the Required Currency,  except to the
extent that such tender or recovery  shall result in the Trustee  timely holding
the full  amount of the  Required  Currency  then due and  payable.  If any such
tender or  recovery  is in a currency  other  than the  Required  Currency,  the
Trustee may take such  actions as it  considers  appropriate  to  exchange  such
currency for the Required  Currency.  The costs and risks of any such  exchange,
including  without  limitation the risks of delay and exchange rate fluctuation,
shall be borne by the  Company.  The Company  shall  remain fully liable for any
shortfall or  delinquency  in the full amount of Required  Currency then due and
payable,  and in no circumstances shall the Trustee be liable therefor except in
the case of its negligence or willful misconduct.  The Company hereby waives any
defense of payment  based upon any such tender or  recovery  which is not in the
Required  Currency,  or which,  when exchanged for the Required  Currency by the
Trustee, is less than the full amount of Required Currency then due and payable.

Section 312.  CUSIP Numbers.

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

                                  ARTICLE FOUR

                            Redemption of Securities

Section 401.  Applicability of Article.

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

Section 402.  Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or an Officers'  Certificate.  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 in writing of
such  Redemption  Date and of the  principal  amount  of such  Securities  to be
redeemed.  In  the  case  of any  redemption  of  Securities  (a)  prior  to the
expiration of any restriction on such  redemption  provided in the terms of such
Securities or elsewhere in this  Indenture or (b) pursuant to an election of the
Company which is subject to a

                                     - 37 -

<PAGE>




condition  specified in the terms of such Securities,  the Company shall furnish
the  Trustee  with an  Officers'  Certificate  evidencing  compliance  with such
restriction or condition.

Section 403.  Selection of Securities to Be Redeemed.

         If less  than  all of the  Securities  of any  series,  or any  Tranche
thereof, are to be redeemed,  the particular  Securities to be redeemed shall be
selected by the  Security  Registrar  from the  Outstanding  Securities  of such
series or Tranche not previously  called for  redemption,  by such method as the
Trustee shall deem fair and  appropriate and which may provide for the selection
for redemption of portions  (equal to the minimum  authorized  denomination  for
Securities  of such series or Tranche or any integral  multiple  thereof) of the
principal  amount of  Securities  of such  series or Tranche  of a  denomination
larger than the minimum authorized denomination for Securities of such series or
Tranche;  provided,  however, that if, as indicated in an Officers' Certificate,
the Company shall have offered to purchase all  Securities  then  Outstanding of
any series,  or any Tranche thereof,  and less than all of such Securities shall
have been tendered to the Company for such purchase, the Trustee, if so directed
by Company Order, shall select for redemption all such Securities which have not
been so tendered.

         The  Trustee  shall  promptly  notify  the  Company  in  writing of the
Securities  selected for redemption and, in the case of any Securities  selected
to be redeemed in part, 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 404.  Notice of Redemption.

         Notice of redemption  shall be given in the manner  provided in Section
106 to the Holders to be  redeemed  not less than 30 nor more than 60 days prior
to the Redemption Date.

         All notices of redemption shall state:

     (a) the Redemption Date;

     (b) the Redemption Price;

     (c) the CUSIP number(s), if any;

     (d) if less than all of the  Securities  of any series or Tranche are to be
redeemed, the identification of the particular Securities to be redeemed and the
portion of the principal amount of any Security to be redeemed in part;

                                     - 38 -

<PAGE>




     (e) that on the Redemption  Date the  Redemption  Price will become due and
payable upon each such Security to be redeemed and, if applicable, that interest
thereon will cease to accrue on and after said date;

     (f) the place or places where such  Securities  are to be  surrendered  for
payment of the Redemption Price; and

     (g) the  purpose  for the  redemption  (with  reference  to the  applicable
Section of the Indenture).

         With respect to any notice of  redemption of Securities at the election
of the Company, unless, upon the giving of such notice, such Securities shall be
deemed to have been paid in  accordance  with Section 701, such notice may state
that such redemption shall be conditional upon the receipt by the Trustee, on or
prior to the date  fixed for such  redemption,  of money  sufficient  to pay the
principal of and premium,  if any, and interest,  if any, on such Securities and
that if such money  shall not have been so received  such notice  shall be of no
force or effect and the Company shall not be required to redeem such Securities.
In the event that such notice of  redemption  contains such a condition and such
money  is not so  received,  the  redemption  shall  not be made  and  within  a
reasonable  time  thereafter  notice shall be given,  in the manner in which the
notice of  redemption  was given,  that such money was not so received  and such
redemption was not required to be made.

         Notice of  redemption  of  Securities to be redeemed at the election of
the Company,  and any notice of nonsatisfaction of a condition for redemption as
aforesaid,  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 405.  Securities Payable On Redemption Date.

         Notice  of  redemption   having  been  given  as  aforesaid,   and  the
conditions,  if any,  set  forth  in such  notice  having  been  satisfied,  the
Securities or portions  thereof so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein  specified,  and from and
after such date (unless,  in the case of an unconditional  notice of redemption,
the Company  shall  default in the payment of the  Redemption  Price and accrued
interest,  if any) such  Securities or portions  thereof,  if  interest-bearing,
shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance  with such notice,  such Security or portion thereof shall be paid
by the Company at the Redemption Price,  together with accrued interest, if any,
to the Redemption Date; provided,  however,  that any installment of interest on
any  Security  the Stated  Maturity of which  installment  is on or prior to the
Redemption Date shall be payable to the Holder of such Security,  or one or more
Predecessor  Securities,  registered  as such at the  close of  business  on the
related  Regular Record Date according to the terms of such Security and subject
to the provisions of Section 307.


                                     - 39 -

<PAGE>




Section 406.  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 make  available  for  delivery  to the  Holder  of such
Security,  without  service  charge,  a new Security or  Securities  of the same
series,  of any  authorized  denomination  requested  by such Holder and of like
tenor  and in  aggregate  principal  amount  equal  to and in  exchange  for the
unredeemed portion of the principal of the Security so surrendered.

                                  ARTICLE FIVE

                                  Sinking Funds

Section 501.  Applicability of Article.

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

         The minimum  amount of any sinking  fund  payment  provided  for by the
terms of Securities of any series, or any Tranche thereof, 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,  or any Tranche
thereof,  is herein  referred  to as an  "optional  sinking  fund  payment".  If
provided for by the terms of Securities of any series,  or any Tranche  thereof,
the cash  amount of any sinking  fund  payment  may be subject to  reduction  as
provided in Section  502.  Each  sinking  fund  payment  shall be applied to the
redemption  of  Securities  of the  series or Tranche in respect of which it was
made as provided for by the terms of such Securities.

Section 502.  Satisfaction of Sinking Fund Payments with Securities.

         The  Company  (a) may deliver  Outstanding  Securities  (other than any
previously  called for  redemption) of a series or Tranche in respect of which a
mandatory  sinking  fund  payment  is to be made  and (b) may  apply as a credit
Securities  of such  series or Tranche  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 such
mandatory sinking fund payment;  provided,  however, that no Securities shall be
applied in satisfaction  of a mandatory  sinking fund payment if such Securities
shall have been  previously so applied.  Securities so applied shall be received
and credited for such purpose by the Trustee at the Redemption  Price  specified
in such Securities for redemption  through operation of the sinking fund and the
amount of such mandatory sinking fund payment shall be reduced accordingly.

                                     - 40 -

<PAGE>





Section 503.  Redemption of Securities for Sinking Fund.

         Not less than 45 days prior to each  sinking  fund payment date for the
Securities of any series,  or any Tranche thereof,  the Company shall deliver to
the Trustee an Officers' Certificate specifying:

     (a) The amount of the next  succeeding  mandatory  sinking fund payment for
such series or Tranche;

     (b) the amount,  if any, of the  optional  sinking  fund payment to be made
together with such mandatory sinking fund payment;

     (c) the aggregate sinking fund payment;

     (d) the portion, if any, of such aggregate sinking fund payment which is to
be satisfied by the payment of cash; and

     (e) the portion, if any, of such aggregate sinking fund payment which is to
be satisfied by delivering  and  crediting  Securities of such series or Tranche
pursuant  to Section  502 and  stating  the basis for such  credit and that such
Securities  have not  previously  been so credited,  and the Company  shall also
deliver to the Trustee any  Securities to be so delivered.  If the Company shall
not deliver such Officers' Certificate, the next succeeding sinking fund payment
for such series or Tranche  shall be made  entirely in cash in the amount of the
mandatory  sinking fund payment.  Not less than 30 days before each such sinking
fund payment date the Trustee  shall select the  Securities  to be redeemed upon
such sinking fund payment date in the manner  specified in Section 403 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 404.  Such notice  having been
duly given,  the redemption of such Securities  shall be made upon the terms and
in the manner stated in Sections 405 and 406.

                                   ARTICLE SIX

                                    Covenants

Section 601.  Certain Covenants Terminated.

         The  covenants  set forth in this Article Six will be applicable to the
Company, except that if at any time that:

     (i) the ratings assigned to the Securities of any series by at least two of
the three Rating Agencies are Investment Grade Ratings; and

                                     - 41 -

<PAGE>





     (ii) no Default or Event of Default has  occurred and is  continuing,  with
respect to the Securities of such series,

the Company  and the  Restricted  Subsidiaries  will no longer be subject at any
time  therafter  to the  provisions  of  this  Indenture,  with  respect  to the
Securities of such series  described in Section 603,  Section 604,  Section 606,
Section 607,  Section 608, clauses (i), (iii) and (iv) of Section 609 and clause
(iv)  of  paragraph  (a)  of  Section  1101   (collectively,   the  "Terminating
Covenants").

Section 602.  Payment of Principal, Premium and Interest.

         The  Company  shall  pay the  principal  of and  premium,  if any,  and
interest,  if any, on the Securities of each series in accordance with the terms
of such Securities and this Indenture.

Section 603.  Limitation on Indebtedness.

         (a) The  Company  shall  not,  and  shall  not  permit  any  Restricted
Subsidiary to, directly or indirectly,  Incur any Indebtedness unless either (i)
after giving effect to the Incurrence of such  Indebtedness  and the receipt and
application of the proceeds thereof,  the Leverage Ratio would not exceed 6.5 or
(ii) such Indebtedness is Permitted Indebtedness.

         (b) "Permitted  Indebtedness"  means any and all of the following:  (i)
Indebtedness  Incurred  pursuant to the Credit  Facility in an aggregate  amount
outstanding at any time not to exceed $800 million; (ii) Indebtedness in respect
of Capital Lease Obligations or Capital Expenditure Indebtedness, provided, that
(a) the aggregate principal amount of such Indebtedness does not exceed the Fair
Market  Value of the  Property  or asset  acquired  or  constructed  and (b) the
aggregate  principal amount of all Indebtedness  Incurred under this clause (ii)
during any 12- month period,  beginning with the 12-month  period  commencing on
January 1, 1996,  does not exceed $50  million,  except that any portion of such
$50  million  which is not fully  utilized  in any such  12-month  period may be
utilized in the subsequent such 12-month period; (iii) Indebtedness evidenced by
the Senior Notes and  Indebtedness  evidenced by the  Subordinated  Notes;  (iv)
Indebtedness  of the Company owing to and held by a Wholly Owned  Subsidiary and
Indebtedness of a Restricted  Subsidiary owing to and held by the Company or any
Wholly Owned Subsidiary;  provided,  however, that any event that results in any
such Wholly  Owned  Subsidiary  ceasing to be a Wholly Owned  Subsidiary  or any
subsequent transfer of any such Indebtedness  (except to the Company or a Wholly
Owned Subsidiary) shall be deemed, in each case, to constitute the Incurrence of
such  Indebtedness by the issuer thereof;  (v) Indebtedness  under Interest Rate
Agreements  entered  into for the  purpose of limiting  interest  rate risks and
Currency  Agreements entered into for  non-speculative  purposes and designed to
hedge against  fluctuations  in foreign  exchange rates incurred in the ordinary
course of business and consistent with prudent business practice, provided, that
the  obligations  under such  agreements  are related to payment  obligations on
Indebtedness  otherwise  permitted by the terms of clause (a) of the immediately
preceding  paragraph or clauses (i) through (viii) of this paragraph,  provided,
further, that such Interest Rate

                                     - 42 -

<PAGE>




Agreements  and Currency  Agreements  do not increase  the  Indebtedness  of the
Company  outstanding  at any time  other  than as a result  of  fluctuations  in
interest  rates or  foreign  exchange  rates or by  reason  of  customary  fees,
indemnities and compensation payable thereunder; (vi) Indebtedness in connection
with one or more standby  letters of credit or  performance  bonds issued in the
ordinary course of business or pursuant to self-insurance obligations and not in
connection  with the  borrowing of money or the obtaining of advances or credit;
(vii) Indebtedness  outstanding on December 31, 1996 not otherwise  described in
clauses (i)  through  (vi) of this  paragraph  (b) and  specified  on Schedule A
hereto;  and (viii) Permitted  Refinancing  Indebtedness  Incurred in respect of
Indebtedness  Incurred  pursuant  to  clause  (i) of the  immediately  preceding
paragraph (a) and clauses (i), (ii), (iii) and (vii) of this paragraph (b).

     Section 604.  Limitation on Restrictions on  Distributions  from Restricted
Subsidiaries.

         The Company shall not, and shall not permit any  Restricted  Subsidiary
to,  directly or  indirectly,  create or  otherwise  cause or suffer to exist or
become  effective,  or enter into any agreement with any Person that would cause
to become  effective,  any consensual  encumbrance  or  restriction  (other than
pursuant to  applicable  law or  regulation)  on the  ability of any  Restricted
Subsidiary  to (a) pay  dividends,  in  cash or  otherwise,  or make  any  other
distributions  on or in respect of its Capital Stock, or pay any Indebtedness or
other obligation owed, to the Company or any other  Restricted  Subsidiary,  (b)
make any loans or advances to the Company or any other Restricted  Subsidiary or
(c)  transfer  any  of its  Property  or  assets  to the  Company  or any  other
Restricted  Subsidiary.  Such  limitation  will not  apply (1) with  respect  to
clauses  (a),  (b)  and (c)  above,  to  encumbrances  and  restrictions  (i) in
existence  under or by reason of any  agreements  in effect on March 7, 1996 and
specified  on  Schedule  B hereto,  (ii)  existing  at the time such  Restricted
Subsidiary became a Restricted Subsidiary if such encumbrance or restriction was
not created in connection  with or in  anticipation of the transaction or series
of related  transactions  pursuant to which such Restricted  Subsidiary became a
Restricted  Subsidiary or was acquired by the Company or (iii) which result from
the renewal, refinancing,  extension or amendment of an agreement referred to in
the immediately  preceding clauses (1) (i) and (ii) above and in clauses (2) (i)
and (ii) below, provided, such encumbrance or restriction is no more restrictive
to the Company or Restricted  Subsidiary and is not materially less favorable to
the Holders of the  Securities  than those  under or  pursuant to the  agreement
evidencing the Indebtedness so extended,  renewed,  refinanced or replaced,  and
(2) with  respect  to clause (c) only,  to (i) any  encumbrance  or  restriction
relating  to  Indebtedness  that is  secured  and is  permitted  to be  Incurred
pursuant  to the  provisions  under  Section  603 and Section 605 that limit the
right of the debtor to dispose of the  assets or  Property  securing  such debt,
(ii) any  encumbrance  or  restriction  in  connection  with an  acquisition  of
Property,  so long as such  encumbrance  or  restriction  relates  solely to the
Property so acquired and was not created in connection  with or in  anticipation
of such  acquisition,  (iii)  customary  provisions  restricting  subletting  or
assignment of leases and customary  provisions in other agreements that restrict
assignment  of  such   agreements  or  rights   thereunder  or  (iv)   customary
restrictions  contained in asset sale  agreements  limiting the transfer of such
assets pending the closing of such sale.


                                     - 43 -

<PAGE>




Section 605.  Limitation on Liens.

         The Company shall not, and shall not permit any  Restricted  Subsidiary
to,  directly  or  indirectly,  Incur or suffer to exist,  any Lien  (other than
Permitted  Liens)  upon any of its  Property  or  assets,  whether  now owned or
hereafter acquired,  or any interest therein or any income or profits therefrom,
unless it has made or will make  effective  provision  whereby the Securities of
each series will be secured by such Lien  equally and ratably with (or prior to)
all other  Indebtedness of the Company or any Restricted  Subsidiary  secured by
such  Lien for so long as any such  other  Indebtedness  of the  Company  or any
Restricted Subsidiary shall be so secured.

Section 606.  Limitation on Restricted Payments.

         (a) The  Company  shall not make,  and shall not permit any  Restricted
Subsidiary to make, any  Restricted  Payment if at the time of, and after giving
effect to, such proposed Restricted  Payment,  (i) a Default or Event of Default
shall have occurred and be continuing, (ii) the Company could not Incur at least
$1.00 of  additional  Indebtedness  pursuant to clause (i) of  paragraph  (a) of
Section 603 or (iii) the  aggregate  amount of such  Restricted  Payment and all
other Restricted Payments made since March 7, 1996 (the amount of any Restricted
Payment, if other than cash, to be based upon Fair Market Value) would exceed an
amount equal to the sum of (1) the excess of (A) Cumulative  EBITDA over (B) the
product of 1.5 and Cumulative Interest Expense, (2) Capital Stock Sale Proceeds,
(3) the amount by which Indebtedness of the Company or any Restricted Subsidiary
is reduced on the Company's balance sheet upon the conversion or exchange (other
than by a  Subsidiary)  subsequent to March 7, 1996 of any  Indebtedness  of the
Company or any Restricted  Subsidiary  convertible or  exchangeable  for Capital
Stock (other than Redeemable  Stock) of the Company (less the amount of any cash
or other Property  distributed by the Company or any Restricted  Subsidiary upon
conversion or exchange), (4) an amount equal to the net reduction in Investments
made by the Company and the Restricted  Subsidiaries subsequent to March 7, 1996
in any Person  resulting  from (A)  payments  of  interest  on debt,  dividends,
repayment of loans or advances,  or other transfers or distributions of Property
(but only to the extent such net reduction in Investments  has not been utilized
in the  calculation of EBITDA for purposes of clause (iii)(1) above or to permit
an Investment  pursuant to clause (vi) in the  immediately  following  paragraph
(b)), in each case to the Company or any Restricted  Subsidiary  from any Person
or  (B)  the  redesignation  of  any  Unrestricted  Subsidiary  as a  Restricted
Subsidiary,  not to  exceed,  in the  case of (A) or  (B),  the  amount  of such
Investments  previously  made by the Company and the Restricted  Subsidiaries in
such  Person or such  Unrestricted  Subsidiary,  as the case may be,  which were
treated as Restricted Payments and (5) $25 million.

         (b) Notwithstanding the foregoing  limitation,  the Company may (i) pay
dividends on its Capital Stock within 60 days of the declaration  thereof if, on
the  declaration  date,  such dividends  could have been paid in compliance with
this Indenture, (ii) redeem,  repurchase,  defease, acquire or retire for value,
any Indebtedness  subordinate  (whether pursuant to its terms or by operation of
law) in right of payment to the  Securities  of each series with the proceeds of
any Permitted Refinancing Indebtedness,  (iii) acquire, redeem or retire Capital
Stock of the

                                     - 44 -

<PAGE>




Company  or  Indebtedness  subordinate  (whether  pursuant  to its  terms  or by
operation  of law) in right of  payment  to the  Securities  of each  series  in
exchange  for, or in connection  with a  substantially  concurrent  issuance of,
Capital Stock of the Company (other than Redeemable Stock and other than Capital
Stock  issued or sold to a Subsidiary  or an employee  stock  ownership  plan or
other trust  established by the Company or any  Subsidiary),  (iv) consummate an
exchange of Investments, the primary businesses of which are Related Businesses,
that is in  compliance  with clauses (i) and (ii)(B) of paragraph (a) of Section
607, (v) acquire  Capital Stock in a Person  substantially  all of the assets of
which are  Subsidiaries  and  Investments,  the primary  businesses of which are
Related  Businesses,  if at least 80% of the Net POPs of such  Person are in its
Subsidiaries,  and as a result of the  acquisition of such Capital  Stock,  such
Person and its Subsidiaries become Restricted  Subsidiaries of the Company, (vi)
make  Investments  in  Persons,  the  primary  businesses  of which are  Related
Businesses  (other than  Investments  in the Capital Stock of the Company),  the
costs to the Company of which do not exceed $75 million in the  aggregate at any
one time  outstanding for all such Investments made in reliance upon this clause
(vi), such amount to be increased by (1) any Net Cash Proceeds received from the
sale of Investments (but only to the extent such Net Cash Proceeds have not been
utilized to permit a Restricted  Payment pursuant to clause (iii)(1) or (iii)(4)
in the immediately  preceding  paragraph (a) or to permit an Investment pursuant
to clause  (vi)(2)  hereof)  and (2) an  amount  equal to the net  reduction  in
Investments  made by the Company and the Restricted  Subsidiaries  subsequent to
March 7,  1996 in any  Person  resulting  from  payments  of  interest  on debt,
dividends,  repayment of loans or advances,  or other transfers or distributions
of  Property to the Company or any  Restricted  Subsidiary  from any Person (but
only to the extent such net  reduction in  Investments  has not been utilized to
permit a  Restricted  Payment  pursuant  to clause  (iii)(1)  or (iii)(4) in the
immediately  preceding  paragraph  (a) or to permit an  Investment  pursuant  to
clause (vi)(1) hereof), not to exceed, in the case of clause (vi)(2), the amount
of  such  Investments   previously  made  by  the  Company  and  the  Restricted
Subsidiaries in such Person which were treated as Restricted Payments, and (vii)
pay  scheduled  dividends  (not  constituting  a return on capital) on Preferred
Stock of a  Restricted  Subsidiary  or  Redeemable  Stock of the Company  issued
pursuant to and in compliance with the provisions under Section 603.

         (c) Any payments made pursuant to clauses (ii),  (iii),  (iv),  (v) and
(vii) of the  immediately  preceding  paragraph  (b) shall be excluded  from the
calculation of the aggregate  amount of Restricted  Payments made after March 7,
1996;  provided,  however,  that the proceeds from the issuance of Capital Stock
pursuant to clause (iii) of the  immediately  preceding  paragraph (b) shall not
constitute  Capital  Stock Sale  Proceeds  for  purposes  of clause  (iii)(2) of
paragraph (a) hereof to the extent utilized to acquire, redeem or retire Capital
Stock of the Company or repay  Indebtedness  subordinate  in right of payment to
the Securities of each series.

Section 607.  Limitation on Asset Sales.

         (a) The  Company  shall  not,  and  shall  not  permit  any  Restricted
Subsidiary to, directly or indirectly, consummate any Asset Sale after the Issue
Date unless (i) the Company or such Restricted  Subsidiary,  as the case may be,
receives consideration at the time of such Asset Sale

                                     - 45 -

<PAGE>




at least equal to the Fair Market Value of the shares and assets subject to such
Asset Sale and (ii) (A) at least 80% of the consideration paid to the Company or
such Restricted  Subsidiary in connection with such Asset Sale is in the form of
cash, cash equivalents, or the assumption by the purchaser of liabilities of the
Company  (other  than  liabilities  of  the  Company  that  are by  their  terms
subordinate to the Securities of each series) or any Restricted  Subsidiary as a
result of which the Company and the  remaining  Restricted  Subsidiaries  are no
longer liable or (B) the  consideration  paid to the Company or such  Restricted
Subsidiary is determined in good faith by the Board of Directors of the Company,
as evidenced by a Board  Resolution,  to be substantially  comparable in type to
the assets being sold.  The Net  Available  Cash (or any portion  thereof)  from
Asset Sales may be applied by the  Company or a  Restricted  Subsidiary,  to the
extent the Company or such Restricted Subsidiary elects, (A) to prepay, repay or
purchase  Indebtedness  of the  Company  under  the  Credit  Facility  or  other
Indebtedness  which is not  subordinate  to the  Securities  of each  series  or
Indebtedness  of a Restricted  Subsidiary (in each case  excluding  Indebtedness
owed to the  Company or an  Affiliate  of the  Company);  or (B) to  reinvest in
Additional Assets (including by means of an Investment in Additional Assets by a
Restricted Subsidiary with Net Available Cash received by the Company or another
Restricted Subsidiary).

         (b) Any Net Available Cash from an Asset Sale not applied in accordance
with the  preceding  paragraph  (a)  within one year from the date of such Asset
Sale  or the  receipt  of such  Net  Available  Cash  shall  constitute  "Excess
Proceeds".  When the  aggregate  amount of Excess  Proceeds  exceeds $25 million
(taking into account income earned on such Excess Proceeds), the Company will be
required to make an offer to purchase (the "Prepayment Offer") the Securities of
each series,  on a pro rata basis according to principal  amount,  at a purchase
price equal to 100% of the  principal  amount  thereof  plus  accrued and unpaid
interest  thereon,  if any,  to the  date of  purchase  in  accordance  with the
procedures  (including prorating in the event of oversubscription)  set forth in
this Indenture.  If the aggregate principal amount of Securities surrendered for
purchase  by Holders  thereof  exceeds the amount of Excess  Proceeds,  then the
Trustee  shall select the  Securities  of each series to be  purchased  pro rata
according to principal amount with such adjustments as may be deemed appropriate
by the Company so that only Securities in denominations  of $1,000,  or integral
multiples  thereof,  shall be  purchased.  To the extent that any portion of the
amount  of Net  Available  Cash  remains  after  compliance  with the  preceding
sentence  and  provided  that all  Holders  of  Securities  have been  given the
opportunity  to  tender  their  Securities  for  purchase  as  described  in the
following  paragraph  in  accordance  with the  Indenture,  the  Company or such
Restricted  Subsidiary  may use such  remaining  amount  for  general  corporate
purposes and the amount of Excess Proceeds will be reset to zero.

         (c) Within five  Business  Days after the Excess  Proceeds  exceeds $25
million,  the Company shall send a written notice,  by first-class  mail, to the
Holders of the  Securities  of each  series  (the  "Prepayment  Offer  Notice"),
accompanied  by such  information  regarding  the Company as the Company in good
faith  believes  will enable such Holders of the  Securities to make an informed
decision with respect to the Prepayment  Offer. The Prepayment Offer Notice will
state,  among  other  things,  (i) that the  Company  is  offering  to  purchase
Securities  pursuant to the  provisions  of this Section 607 of this  Indenture;
(ii) that any Security (or any portion thereof)

                                     - 46 -

<PAGE>




accepted  for  payment  (and duly paid on the  Purchase  Date)  pursuant  to the
Prepayment  Offer shall cease to accrue interest after the Purchase Date;  (iii)
the purchase  price and purchase  date,  which shall be, subject to any contrary
requirements  of applicable law, no less than 30 days nor more than 60 days from
the date the Prepayment Offer Notice is mailed (the "Purchase  Date");  (iv) the
aggregate  principal amount of Securities (or portions  thereof) to be purchased
and (v) a description of the procedure  which Holders of Securities  must follow
in order to tender their  Securities  (or portions  thereof) and the  procedures
that Holders of the  Securities  must follow in order to withdraw an election to
tender their Securities (or portions thereof) for payment.

Section 608.  Limitation on Transactions with Affiliates.

         (a) The  Company  shall  not,  and  shall  not  permit  any  Restricted
Subsidiary  to,  directly or  indirectly,  conduct any business or enter into or
suffer  to exist  any  transaction  or series  of  transactions  (including  the
purchase,  sale, transfer, lease or exchange of any property or the rendering of
any  service)  with,  or for the  benefit of, any  Affiliate  of the Company (an
"Affiliate  Transaction") unless (i) the terms of such Affiliate Transaction are
(x) with respect to an Affiliate  Transaction  involving  aggregate  payments or
value in excess of $250,000,  set forth in writing,  (y) in the best interest of
the Company or such Restricted  Subsidiary,  as the case may be, and (z) no less
favorable to the Company or such Restricted Subsidiary, as the case may be, than
those that could be obtained in a  comparable  arm's-length  transaction  with a
Person that is not an Affiliate of the Company or such Restricted Subsidiary and
(ii) with respect to an Affiliate  Transaction  involving  aggregate payments or
value in excess of $15 million, the Board of Directors of the Company (including
a  majority  of the  disinterested  members  of the  Board of  Directors  of the
Company)  approves such Affiliate  Transaction  and, in its good faith judgment,
believes that such Affiliate Transaction complies with clauses (i)(y) and (z) of
this paragraph as evidenced by a Board Resolution.

         (b)  Notwithstanding  the foregoing  limitation,  the Company may enter
into or suffer to exist  the  following:  (i) any  transaction  pursuant  to any
contract in  existence  on March 7, 1996,  including  renewals,  extensions  and
replacements  thereof  on  terms  no  less  favorable  to the  Company  and  the
Restricted Subsidiaries;  (ii) any transaction or series of transactions between
the Company  and one or more of the  Restricted  Subsidiaries  or between two or
more of the Restricted Subsidiaries (provided that no more than 5% of the equity
interest in any of such Restricted  Subsidiaries is owned by an Affiliate of the
Company  (other than a Restricted  Subsidiary));  (iii) any  Restricted  Payment
permitted to be made pursuant to Section 606;  (iv) the payment of  compensation
(including,  amounts paid pursuant to employee  benefit  plans) for the personal
services  of  officers,  directors  and  employees  of the Company or any of the
Restricted  Subsidiaries,  so long as the Board of  Directors  of the Company in
good faith  shall  have  approved  the terms  thereof  and  deemed the  services
theretofore  or thereafter to be performed for such  compensation  or fees to be
fair consideration therefor; and (v) loans and advances to employees made in the
ordinary  course of business and consistent with past practice of the Company or
such Restricted  Subsidiary,  as the case may be, provided,  that such loans and
advances do not exceed $15 million at any one time outstanding.

                                     - 47 -

<PAGE>




Section 609.  Designation of Restricted and Unrestricted Subsidiaries.

         The Board of  Directors of the Company may  designate  an  Unrestricted
Subsidiary as a Restricted Subsidiary or designate a Restricted Subsidiary as an
Unrestricted  Subsidiary at any time; provided,  however, that immediately after
giving  effect to such  designation  on a pro  forma  basis,  (i) the  Company's
Leverage  Ratio  does not exceed  6.5;  (ii) there  exist no Liens  (other  than
Permitted Liens) on the property of the Company or the Restricted  Subsidiaries,
(iii) the Company and the Restricted Subsidiaries are in compliance with Section
604,  (iv) in the  case of the  designation  of a  Restricted  Subsidiary  as an
Unrestricted  Subsidiary,  the Fair Market Value of the Restricted Subsidiary at
the time of such  designation  would be permitted as an  Investment  pursuant to
Section 606 and (v) an Officers' Certificate with respect to such designation is
delivered to the Trustee  within 75 days after the end of the fiscal  quarter of
the Company in which such  designation is made (or, in the case of a designation
made during the last fiscal  quarter of the  Company's  fiscal year,  within 120
days after the end of such fiscal year), which Officers' Certificate shall state
the effective date of such designation.

Section 610.  Maintenance of Office or Agency.

         The Company shall  maintain in each Place of Payment for the Securities
of any series, or any Tranche thereof, an office or agency where such Securities
may be  presented  or  surrendered  for payment,  where such  Securities  may be
surrendered  for  registration  of transfer,  exchange or  conversion  and where
notices  and demands to or upon the  Company in respect of such  Securities  and
this  Indenture may be served.  The Company shall give prompt  written notice to
the Trustee of the location,  and any change in the location,  of such office or
agency  and  prompt  notice to the  Holders  of any such  change  in the  manner
specified in Section 106. If at any time the Company  shall fail to maintain any
such required  office or agency in respect of  Securities of any series,  or any
Tranche thereof,  or shall fail to furnish the Trustee with the address thereof,
such presentations and surrenders of such Securities may be made and 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 such respective
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,  or any Tranche
thereof,  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 for such  purposes in each Place of
Payment for such Securities in accordance with the requirements set forth above.
The Company shall give prompt written  notice to the Trustee,  and prompt notice
to the Holders in the manner  specified in Section 106, of any such  designation
or  rescission  and of any change in the  location  of any such other  office or
agency.

         Anything herein to the contrary  notwithstanding,  any office or agency
required by this  Section may be  maintained  at any office of the  Company,  in
which event the Company shall

                                     - 48 -

<PAGE>




perform all functions to be performed at such office or agency.

Section 611.  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 the Securities of any series, or any Tranche thereof, it shall, on or
before each due date of the  principal of and premium,  if any, or interest,  if
any, on any of such  Securities,  segregate and hold in trust for the benefit of
the Persons  entitled  thereto a sum sufficient to pay the principal and premium
or  interest so  becoming  due until such sums shall be paid to such  Persons or
otherwise  disposed of as herein  provided and shall promptly notify the Trustee
of its action or failure so to act.

         Whenever  the  Company  shall  have one or more  Paying  Agents for the
Securities of any series,  or any Tranche thereof,  it shall,  prior to each due
date of the  principal  of and  premium,  if any, or  interest,  if any, on such
Securities,   deposit  with  such  Paying   Agents  sums   sufficient   (without
duplication)  to pay the principal and premium 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  shall  promptly  notify the Trustee of its action or failure so to
act.

         The Company  shall cause each Paying  Agent for the  Securities  of any
series, or any Tranche thereof,  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
shall:

                  (a) hold all sums held by it for the payment of the  principal
         of and premium,  if any, or  interest,  if any, on  Securities  of such
         series or Tranche  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;

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

                  (c) 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 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 and any Paying Agent to the Trustee,  such Paying Agent shall be
released from all further liability with respect to such money.

                                     - 49 -

<PAGE>




         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,  if any, on any Security and remaining unclaimed for two years
after such  principal and premium,  if any, or interest,  if any, has become due
and payable shall be paid to the Company on Company Request, or, if then held by
the  Company,  shall be  discharged  from  such  trust;  and the  Holder of 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  payment  to the
Company,  may at the expense of the Company cause to be mailed,  on one occasion
only,  notice to such Holder that such money remains unclaimed and that, after a
date of such mailing, any unclaimed balance of such money then remaining will be
paid to the Company.

Section 612.  Statement as to Compliance; Notice of Default.

         The Company shall deliver to the Trustee, not less often than annually,
a written  statement,  which need not comply  with  Section  102,  signed by its
principal executive officer, principal financial officer or principal accounting
officer, stating, as to each signer thereof, that:

     (a) a review  of the  activities  of the  Company  during  such year and of
performance under this Indenture has been made under his supervision; and

     (b) to the best of his  knowledge,  based on such  review,  either  (1) the
Company has fulfilled all its obligations  under this Indenture  throughout such
year or if there has been a Default in the  fulfillment of any such  obligation,
specifying  each such Default known to him and the nature and status thereof and
(2) no Event of  Default  has  occurred  and is  continuing  or,  if an Event of
Default has occurred and is  continuing,  specifying  each such Event of Default
known to him and the nature and status thereof.

         The  Company  shall  file  with  the  Trustee  written  notice  of  the
occurrence  of any Default or Event of Default  within five Business Days of its
becoming aware of any such Default or Event of Default.

Section 613. Waiver of Certain Covenants.

         The  Company  may omit in any  particular  instance  to comply with any
term,  provision  or  condition  set forth in (a) Section 610 or any  additional
covenant or restriction  specified with respect to the Securities of any series,
or any Tranche  thereof,  as  contemplated by Section 301 if before the time for
such compliance the Holders of at least a majority in aggregate principal amount
of the  Outstanding  Securities of all series and Tranches with respect to which
compliance with Section 602 or such additional  covenant or restriction is to be
omitted,  considered as one class,  shall, by Act of such Holders,  either waive
such compliance in such instance or generally waive  compliance with such terms,
provision or condition and (b) Section 603, 604, 605, 606,

                                     - 50 -

<PAGE>




607, 608, 609, 612, or Article Eleven if before the time for such compliance the
Holders of at least a majority in  principal  amount of  Securities  Outstanding
under this Indenture shall, by Act of such Holders, either waive such compliance
in such  instance or generally  waive  compliance  with such term,  provision or
condition;  but, in the case of (a) or (b), no such  waiver  shall  extend to or
affect  such term,  provision  or  condition  except to the extent of  expressly
waived,  and, until such waiver shall become  effective,  the obligations of the
Company and the duties of the Trustee in any such term,  provision  or condition
shall remain in full force and effect.

                                  ARTICLE SEVEN

                           Satisfaction and Discharge

Section 701.  Satisfaction and Discharge Liability of Securities; Defeasance

          (a)  When  (i)  the  Company  delivers  to  the  Trustee  all  of  the
Outstanding  Securities  of any  series  for  cancellation  or  (ii)  all of the
Outstanding Securities of any series have become due and payable and the Company
irrevocably  deposits  with the Trustee  funds  sufficient to pay at Maturity or
upon  redemption  all of the  Outstanding  Securities  of any series,  including
interest thereon,  and if in either case the Company pays all other sums payable
hereunder by the Company, then this Indenture shall, subject to Sections 701(c),
702 and 706,  cease to be of  further  effect.  The  Trustee  shall  acknowledge
satisfaction   and  discharge  of  this  Indenture  on  demand  of  the  Company
accompanied  by an  Officers'  Certificate  and an Opinion of Counsel and at the
cost and expense of the Company.

         (b) Subject to Sections  701(c),  702 and 706,  the Company at any time
may terminate  (i) all its  obligations  under the  Securities of any series and
this Indenture ("legal defeasance  option") or (ii) its obligations with respect
to the  Securities  of any series under  Sections  601, 603, 604, 605, 606, 607,
608,  609,  1504 (to the extent that  failure to comply with such  Section  1504
shall not violate the Trust  Indenture  Act),  and  1101(a)(iv)  and the related
operation of Section 801(d) and the operation of Sections 810(c), 801(e), 801(f)
(with  respect to Restricted  Subsidiaries),  801(g) (with respect to Restricted
Subsidiaries)  and  801(h)  ("covenant  defeasance  option").  The  Company  may
exercise  its legal  defeasance  option with  respect to the  Securities  of any
series notwithstanding its prior exercise of its covenant defeasance option with
respect to the Securities of such series.

         If the Company  exercises its legal  defeasance  option with respect to
the  Securities of any series,  payment of the Securities of such series may not
be accelerated  because of an Event of Default with respect to the Securities of
such  series.  If the Company  exercises  its  covenant  defeasance  option with
respect to the  Securities  of any  series,  payment of the  Securities  of such
series may not be accelerated because of an Event of Default with respect to the
Securities of such series specified in Sections 801(c),  801(d) (with respect to
Section 1101(a)(iv)),  801(e), 801(f) (with respect to Restricted Subsidiaries),
801(g)  (with  respect to  Restricted  Subsidiaries)  and 801(h)  (except to the
extent covenants or agreements referenced in such Sections remain

                                     - 51 -

<PAGE>




applicable).

         Upon  satisfaction  of the conditions set forth herein and upon request
of the Company,  the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

         (c)   Notwithstanding   clauses  (a)  and  (b)  above,   the  Company's
obligations  with respect to the  Securities of any series in Sections 305, 306,
610, 611, 704, 705, 706, 907, 910 and 1502 shall survive until the Securities of
such series have been paid in full.  Thereafter,  the Company's obligations with
respect to the  Securities  of such  series in Sections  704,  705 and 907 shall
survive.

Section 702.  Conditions to Defeasance.

 The Company  may  exercise  its legal  defeasance  option  with  respect to the
Securities of any series or its covenant defeasance option only if:

     (a) the Company  irrevocably  deposits  in trust with the Trustee  money or
U.S.  Government  Obligations  for the payment of principal  and interest on the
Securities of such series to Maturity;

     (b) the Company  delivers to the Trustee a  certificate  from a  nationally
recognized  firm of independent  accountants  expressing  their opinion that the
payments of principal  and  interest  when due and without  reinvestment  on the
deposited  U.S.   Government   Obligations  plus  any  deposited  money  without
investment  will  provide  cash at such  times  and in such  amounts  as will be
sufficient to pay  principal  and interest when due on all of the  Securities of
such series to Maturity;

     (c) 123 days pass after the deposit is made and during such 123-day  period
no Default specified in Section 801(f) or (g) with respect to the Company occurs
which is continuing at the end of such period;

     (d) the deposit  does not  constitute a default  under any other  agreement
binding on the Company;

     (e) the Company delivers to the Trustee an Opinion of Counsel to the effect
that the trust resulting from the deposit does not  constitute,  or is qualified
as, a regulated investment company under the Investment Company Act of 1940;

     (f) in the case of the legal  defeasance  option,  the  Company  shall have
delivered to the Trustee an Opinion of Counsel  stating that (i) the Company has
received from the Internal  Revenue Service a ruling,  or (ii) since the date of
this  Indenture,  there has been a change in the  applicable  Federal income tax
law,  in either  case to the effect  that,  and based  thereon  such  Opinion of
Counsel shall confirm that, the Holders of the

                                     - 52 -

<PAGE>




         Securities if such series will not recognize  income,  gain or loss for
         Federal  income tax purposes as a result of such deposit and defeasance
         and will be subject to Federal  income tax on the same amounts,  in the
         same  manner  and at the same times as would have been the case if such
         deposit and defeasance had not occurred;

                  (g) in the case of the covenant defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders of the  Securities  if such series will not  recognize
         income,  gain or loss for  Federal  income tax  purposes as a result of
         such  deposit and  covenant  defeasance  and will be subject to Federal
         income  tax on the same  amounts,  in the same  manner  and at the same
         times  as  would  have  been  the  case if such  deposit  and  covenant
         defeasance had not occurred; and

                  (h)  the  Company   delivers  to  the  Trustee  an   Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent to the  defeasance  and  discharge of the  Securities of such
         series as contemplated by this Article Seven have been complied with.

Section 703.  Application of Trust Money.

         The Trustee  shall hold in trust money or U.S.  Government  Obligations
deposited  with it pursuant to this Article  Seven.  The Trustee shall apply the
deposited  money and the money  from U.S.  Government  Obligations  through  the
Paying Agent and in accordance  with this  Indenture to the payment of principal
of and interest on the Securities of the applicable series.

Section 704.  Repayment to Company.

         The  Trustee  and the  Paying  Agent  shall  promptly  turn over to the
Company upon request any excess money or Securities held by them at any time.

         Subject to any applicable  abandoned  property law, the Trustee and the
Paying  Agent shall pay to the Company  upon  written  request any money held by
them for the payment of principal or interest  that  remains  unclaimed  for two
years,  and,  thereafter,  Holders of the Securities  entitled to the money must
look to the Company for payment as general creditors.

Section 705.  Indemnity for Government Obligations.

         The Company shall pay and shall  indemnify the Trustee against any tax,
fee or other charge imposed on or assessed  against  deposited  U.S.  Government
Obligations  or the  principal  and  interest  received on such U.S.  Government
Obligations.

Section 706.  Reinstatement.

     If the Trustee or Paying Agent is unable to apply any money or U.S.
Government

                                     - 53 -

<PAGE>




Obligations  in  accordance  with  this  Article  Seven by  reason  of any legal
proceeding  or by reason of any order or judgment  of any court or  governmental
authority enjoining,  restraining or otherwise prohibiting such application, the
Company's  obligations under this Indenture and the Securities of the applicable
series  shall be  revived  and  reinstated  as though no  deposit  had  occurred
pursuant to this Article Seven until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S.  Government  Obligations in accordance
with this Article Seven.

                                  ARTICLE EIGHT

                           Events of Default; Remedies

Section 801.  Events of Default.

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

     (a) failure to pay any  interest on any  Security of such series  within 30
days after the same becomes due and payable; or

     (b) failure to pay the principal of or premium,  if any, on any Security of
such  series at  Maturity,  upon  acceleration,  optional  redemption,  required
purchase (including purchases pursuant to Section 1001) or otherwise; or

     (c)  failure to  perform,  or breach of, any  covenant  or  warranty of the
Company in Section 603, 604, 605, 606, 607, 608 or 609 (if such  covenants  have
not been  terminated  pursuant to Section  601),  and such failure to perform or
breach  continues  for 30 days after  there has been  given,  by  registered  or
certified mail, to the Company by the Trustee, or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Securities
of such series, a written notice specifying such default or breach and requiring
it to be  remedied  and  stating  that  such  notice is a  "Notice  of  Default"
hereunder; or

     (d)  failure to  perform,  or breach of, any  covenant  or  warranty of the
Company in this  Indenture  (other  than those  referred  to in (a),  (b) or (c)
above) and such failure to perform or breach  continues  for 60 days after there
has been given,  by registered or certified mail, to the Company by the Trustee,
or to the Company  and the  Trustee by the Holders of at least 25% in  principal
amount of the Outstanding Securities of such series, a written notice specifying
such  default or breach and  requiring  it to be remedied  and stating that such
notice is a "Notice of Default" hereunder; or

     (e) the  principal  of,  any  premium or accrued  and  unpaid  interest  on
Indebtedness of the Company or any Restricted Subsidiary (other than the

                                     - 54 -

<PAGE>




     Securities) is not paid when due within any  applicable  grace period or is
accelerated  by the holders  thereof,  and the total  amount of such  principal,
premium  (if any) and  interest  that is unpaid or  accelerated  exceeds  in the
aggregate $25 million at the time; or

     (f) the  Company or any  Restricted  Subsidiary  pursuant  to or within the
meaning of any Bankruptcy Law:

     (1) commences a voluntary case;

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

     (3) consents to the appointment of a Custodian of it or for any substantial
part of its Property; or

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

     or  takes  any  comparable  action  under  any  foreign  laws  relating  to
insolvency; or

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

     (1) is for relief  against the Company or any  Restricted  Subsidiary in an
involuntary case;

     (2) appoints a Custodian of the Company or any  Restricted  Subsidiary  for
any substantial part of its property; or

     (3) orders the winding up or  liquidation  of the Company or any Restricted
Subsidiary;

     or any similar  relief is granted  under any foreign  laws and the order or
decree remains unstayed and in effect for 60 days; or

     (h) any final  judgment or decree for the payment of money in an  uninsured
aggregate  amount in excess of $25  million at the time is entered  against  the
Company or any Restricted Subsidiary and is not waived,  satisfied or discharged
and  there  is a period  of 60  consecutive  days  following  the  entry of such
judgment  or decree  during  which such  judgment  or decree is not  discharged,
waived, satisfied or the execution thereof stayed; or


                                     - 55 -

<PAGE>




     (i) any other Events of Default specified with respect to Securities of
                  such series.

         The foregoing will constitute Events of Default whatever the reason for
any such Event of Default  and  whether it is  voluntary  or  involuntary  or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order,  rule or regulation of any  administrative  or  governmental
body.

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

Section 802.  Acceleration of Maturity; Rescission and Annulment.

         If an Event of  Default  shall have  occurred  and be  continuing  with
respect to Securities of any series at the time Outstanding,  then in every such
case the Trustee or the Holders of not less than 25% in principal  amount of the
Outstanding  Securities of such series may declare the principal  amount (or, if
any of the  Securities of such series are Discount  Securities,  such portion of
the principal amount of such Securities as may be specified in the terms thereof
as  contemplated  by Section 301) of all of the  Securities of such 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 receipt by the Company of notice of such
declaration such principal amount (or specified amount) shall become immediately
due find  payable;  provided,  however,  that if an Event of Default  shall have
occurred and be continuing  with respect to more than one series of  Securities,
the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Outstanding Securities of all such series, considered as one class, may make
such declaration of  acceleration,  and not the Holders of the Securities of any
one of such series.

         At any time after such a declaration  of  acceleration  with respect to
the  Securities  of any series  shall  have been made and  before a judgment  or
decree for  payment of the money due shall have been  obtained by the Trustee as
hereinafter in this Article provided, the Event or Events of Default giving rise
to such  declaration of  acceleration  shall,  without further act, be deemed to
have been waived,  and such  declaration  and its  consequences  shall,  without
further act, be deemed to have been rescinded and annulled, if:

     (a) the  Company  shall  have  paid or  deposited  with the  Trustee  a sum
sufficient to pay:

     (1) all overdue interest on all Securities of such series;

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

                                     - 56 -

<PAGE>




     (3) to the extent that payment of such  interest is lawful,  interest  upon
overdue interest as the rate of rates prescribed therefor in such Securities;

     (4) all amounts due to the Trustee under Section 907;

         and

     (b) any other Event or Events of Default with respect to the  Securities of
such series,  other than the  non-payment of the principal of Securities of such
series which shall have become due solely by such  declaration or  acceleration,
shall have been cured or waived as provided in Section 813.

No such  rescission  shall affect any subsequent  Event of Default or impair any
right consequent thereon.

Section 803.  Collection of Indebtedness and Suits for Enforcement by Trustee.

         If any Event of Default  described  in clause (a) or (b) of Section 801
shall have occurred and be  continuing,  the Company  shall,  upon demand of the
Trustee,  pay to it, for the  benefit of the  Holders of the  Securities  of the
series  with  respect to which such Event of Default  shall have  occurred,  the
whole amount then due and payable on such  Securities for principal and premium,
if any, and interest,  if any, and, to the extent permitted by law,  interest on
premium, if any, and on any overdue principal and interest, at the rate or rates
prescribed therefor in such Securities,  and, in addition thereto,  such further
amount as shall be  sufficient  to cover any amounts  due to the  Trustee  under
Section 907.

         If the  Company  shall  fail 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 an Event of Default with respect to  Securities  of any series shall
have occurred and be continuing,  the Trustee may in its  discretion  proceed to
protect and  enforce its rights and the rights of the Holders of the  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 804.  Trustee May File Proofs of Claim.

     In case  of the  pendency  of any  receivership,  insolvency,  liquidation,
bankruptcy,

                                     - 57 -

<PAGE>




reorganization,   arrangement,   adjustment,   composition   or  other  judicial
proceeding  relative to the Company, of 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 Trustees  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,

     (a) to file and prove a claim for the whole amount of  principal,  premium,
if any, and interest,  if any, owing and unpaid in respect of the Securities and
to file such other papers or documents as may be necessary or advisable in order
to have the claims of the  Trustee  (including  any claim for amounts due to the
Trustee  under  Section  907)  and of  the  Holders  allowed  in  such  judicial
proceeding, and

     (b) 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 Holder, to
pay to the Trustee any amounts due it under Section 907.

         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 805.   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 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,  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 in  respect  of which  such  judgment  has been
recovered.

Section 806.  Application of Money Collected.

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

                                     - 58 -

<PAGE>




                    FIRST:  To the  payment of all  amounts  due to the  Trustee
                    pursuant  to Section  907  (which,  in the event that moneys
                    have been  collected  in respect of the  Securities  of more
                    than one series,  shall be allocated  among each such series
                    pro rata  based on the  aggregate  principal  amount of each
                    series then Outstanding);

                    SECOND:  In case the  principal  or premium,  if any, of the
                    Outstanding  Securities of such series shall not have become
                    due at Maturity,  by required repurchase,  by declaration or
                    otherwise,  to the payment of  interest  on the  Outstanding
                    Securities  of such series,  in the order of the maturity of
                    the  installments  of such  interest,  with interest (to the
                    extent that such interest has been collected by the Trustee)
                    upon the overdue  installments  of interest at the same rate
                    as the rate of interest  specified in the Securities of such
                    series,  such  payments  to be made  ratably to the  persons
                    entitled thereto, without discrimination or preference;

                    THIRD:  In case the  principal  or  premium,  if any, of the
                    Outstanding Securities of such series shall have become due,
                    at  Maturity,  by required  repurchase,  by  declaration  or
                    otherwise, to the payment of the whole amount then owing and
                    unpaid upon the  Securities of such series for principal and
                    premium,  if any,  and  interest,  with  interest  upon  the
                    overdue  principal  and premium,  if any, and (to the extent
                    that such  interest has been  collected by the Trustee) upon
                    overdue  installments  of  interest  at the same rate as the
                    rate of interest specified in the Securities of such series;
                    and in case such moneys shall be insufficient to pay in full
                    the whole  amount so due and unpaid upon the  Securities  of
                    such series, then to the payment of such principal, premium,
                    if any,  and  interest,  without  preference  or priority of
                    principal and premium, if any, over interest, or of interest
                    over principal and premium, if any, or of any installment of
                    interest over any other  installment of interest,  or of any
                    Securities of such series over any other  Securities of such
                    series,  ratably  to the  aggregate  of such  principal  and
                    premium, if any, and accrued and unpaid interest; and

                    FOURTH:  To the  payment of the  remainder,  if any,  to the
                    Company,  its successors or assigns,  or to whosoever may be
                    lawfully  entitled  to  receive  the same,  or as a court of
                    competent jurisdiction may direct.

         Any moneys  collected by the Trustee with respect to Securities of more
than one series  pursuant  to this  Article  Eight shall be applied as set forth
above  in this  Section  806  upon all  such  Securities  pro rata  based on the
aggregate   principal   amount  of  such   series  then   Outstanding,   without
discrimination or preference.

Section 807.  Limitation on Suits.

     No Holder shall have any right to  institute  any  proceeding,  judicial or
otherwise, with

                                     - 59 -

<PAGE>




respect to this Indenture,  or for the appointment of a receiver or trustee,  or
for any other remedy hereunder, unless:

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

     (b) the Holders of not less than a majority in aggregate  principal  amount
of the  Outstanding  Securities  of all  series in  respect of which an Event of
Default shall have occurred and be  continuing,  considered as one class,  shall
have made written request to the Trustee to institute  proceedings in respect of
such Event of Default in its own name as Trustee hereunder;

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

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

     (e) no direction  inconsistent  with such written  request  shall have been
given to the Trustee  during such 60-day  period by the Holders of a majority in
aggregate  principal  amount  of the  Outstanding  Securities  of all  series in
respect of which an Event of  Default  shall have  occurred  and be  continuing,
considered as one class;

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

     Section 808.  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
807)  interest,  if any, 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 809.   Restoration of Rights and Remedies.

     If the Trustee or any Holder has  instituted  any proceeding to enforce any
right or remedy

                                     - 60 -

<PAGE>




under  this  Indenture  and such  proceeding  shall  have been  discontinued  or
abandoned for any reason, or shall have 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, and the Trustee and such Holder shall be restored
severally and  respectively to their former  positions  hereunder and thereafter
all rights and remedies of the Trustee and such Holder shall  continue as though
no such proceeding had been instituted.

Section 810.  Rights and Remedies Cumulative.

         Except as otherwise  provided in the last  paragraph of Section 306, 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 811.   Delay or Omission Not Waiver.

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

Section 812.   Control by Holders Of Securities.

         If an Event of Default shall have occurred and be continuing in respect
of a series of Securities,  the Holders of a majority in principal amount of the
Outstanding  Securities  of such series shall have the right to direct the time,
method and place of conducting any  proceeding  for any remedy  available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series; provided, however, that if an Event of Default
shall have  occurred and be  continuing  with respect to more than one series of
Securities,  the  Holders of a majority  in  aggregate  principal  amount of the
Outstanding  Securities of all such series,  considered as one class, shall have
the right to make such  direction,  and not the Holders of the Securities of any
one of such series; and provided, further, that

     (a) such  direction  shall not be in conflict with rule of law or with this
Indenture,   and  could  not  involve  the  Trustee  in  personal  liability  in
circumstances  where indemnity would not, in the Trustee's sole  discretion,  be
adequate, and

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

                                     - 61 -

<PAGE>





Section 813.  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 of the
Securities of such series waive any past default  hereunder with respect to such
series and its consequences except a default

     (a) in the payment of the principal of or premium, if any, or interest,  if
any, on any Security of such series, or

     (b) in respect of a covenant or provision  hereof which under  Section 1302
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 and
all Events 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 814.  Undertaking for Costs.

         The Company and the Trustee  agree,  and each Holder 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 aggregate
principal amount of the Outstanding Securities of all series in respect of which
such suit may be brought,  considered as one class, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or premium, if
any, or  interest,  if any, on any  Security on or after the Stated  Maturity or
Maturities  expressed in such  Security  (or, in the case of  redemption,  on or
after the Redemption Date).

Section 815.  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 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

                                     - 62 -

<PAGE>




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 NINE

                                   The Trustee

Section 901. Certain Duties and Responsibilities.

     (a) Except  during the  continuance  of an Event of Default with respect to
Securities of any series:

                  (1)  the  Trustee  undertakes  to  perform,  with  respect  to
         Securities  of such  series,  such  duties and only such  duties as are
         specifically set forth in this Indenture,  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,
         with respect to Securities of such series, 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  with respect to  Securities  of any series
shall have occurred and be continuing,  the Trustee shall exercise, with respect
to Securities of such series, such of the rights and powers vested in it by this
Indenture,  and use the same  degree of care and skill in their  exercise,  as a
prudent man would exercise or use under the  circumstances in the conduct of his
own affairs.

     (c) No  provisions  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 of 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

                                     - 63 -

<PAGE>




         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 one or more series,  as provided  herein,  relating to the time,
         method and place of conducting any proceeding for any remedy  available
         to 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 902.  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 entitled to receive reports pursuant to
Section 1500(c),  notice of any Default  hereunder known to the Trustee,  unless
such Default shall have been cured and waived;  provided,  however, that, except
in the case of a Default in the payment of the principal of or premium,  if any,
or  interest,  if any,  on any  Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series,  the Trustee
shall be  protected  in  withholding  such notice if and so long as the board of
directors,  the  executive  committee  or a  trust  committee  of  directors  or
Responsible Officers of the Trustee in good faith determine 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 801(c) or (d) with respect to Securities of such series, no
such  notice  to  Holders  shall be given  until  at  least  75 days  after  the
occurrence thereof.

Section 903.  Certain Rights of Trustee.

         Subject to the provisions of Section 901:

     (a) the Trustee  may rely and shall be  protected  in acting or  refraining
from acting upon any resolution,  certificate,  statement,  instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, 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, or as otherwise

                                     - 64 -

<PAGE>




     expressly provided herein, 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 therein
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 written  advice of such
counsel or any Opinion of Counsel shall be full and complete  authorization  and
protection in respect of any action  taken,  suffered or omitted by it hereunder
in good faith and in reliance thereon;

     (e) the Trustee  shall be under no obligation to exercise any of the rights
or powers  vested in it by this  Indenture  at the request or  direction  of any
Holder pursuant to this Indenture,  unless such Holder 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;

     (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;

     (h) except as otherwise  provided in Section 801(d),  the Trustee shall not
be charged with knowledge of any Event of Default with respect to the Securities
of any series for which it is acting as Trustee  unless either (1) a Responsible
Officer of the Trustee assigned to the corporate trust department of the Trustee
(or any  successor  division or  department  of the  Trustee)  shall have actual
knowledge of the Event of Default or (2) written notice of such Event of Default
shall have been given to the Trustee by the Company,  any other  obligor on such
Securities or by any Holder of such Securities; and

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

                                     - 65 -

<PAGE>





Section 904.  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 statement of the
Company,  and the Trustee or any Authenticating  Agent 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 or any
Authenticating  Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

Section 905.  May Hold Securities.

         The Trustee,  any Authenticating  Agent, any Paying Agent, and 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
908 and 913, may  otherwise  deal with the Company with the same rights it would
have if it were  not  Trustee,  Authenticating  Agent,  Paying  Agent,  Security
Registrar or such other agent.

Section 906.  Money Held in Trust.

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

Section 907.  Compensation and Reimbursement.

The Company shall:

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

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

                  (c)  indemnify  the  Trustee  and  hold it  harmless  from and
         against,  any and all  loss,  damage,  claims,  liability  or  expense,
         including  taxes (other than taxes based upon measured or determined by
         the income of the Trustee) reasonably Incurred without

                                     - 66 -

<PAGE>




         negligence, willful misconduct or bad faith on its part, arising out of
         or in connection with the acceptance or  administration of the trust or
         trusts 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.

         As security for the performance of the obligations of the Company under
this  Section,  the Trustee shall have a Lien prior to the  Securities  upon all
property and funds held or collected by the Trustee as such other than  property
and funds held in trust  under  Section  703  (except as  otherwise  provided in
Section 703).

         When the Trustee Incurs expenses or renders services in connection with
an Event of Default specified in Section 801(d) or Section 801(e),  the expenses
(including  the  reasonable  charges  and  expenses  of  its  counsel)  and  the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration  under any applicable Federal or State bankruptcy,  insolvency or
other similar law.

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

Section 908.  Disqualification; Conflicting Interests.

         (a) If the Trustee shall have or acquire any  conflicting  interest (as
defined  in  Section  310(b)  of the Trust  Indenture  Act),  and a Default  has
occurred and is  continuing  with respect to the  Securities  of any series,  it
shall, within 90 days after ascertaining that it has such conflicting  interest,
and if the Default to which such conflicting interest relates has not been cured
or duly waived or  otherwise  eliminated  before the end of such 90-day  period,
either  eliminate  such  conflicting  interest  or resign  with  respect  to the
Securities  of such  series  in the  manner  and  with  the  effect  hereinafter
specified in this Article.

         (b) In the  event  that  the  Trustee  shall  fail to  comply  with the
provisions of subsection  (a) of this Section with respect to the  Securities of
any  series,  the Trustee  shall,  within 10 days after the  expiration  of such
90-day  period,  transmit,  in the manner and to the extent  provided in Section
1503(c), to all Holders of Securities of such series notice of such failure.

         (c) Except in the case of a Default in the payment of the  principal of
or interest on any  Security,  or in the payment of any sinking fund or purchase
fund  installment,  the  Trustee  shall not be required to resign as provided by
this  Section if the Trustee  shall have  sustained  the burden of  proving,  on
application to the Commission and after  opportunity for hearing  thereon,  that
(1) the Default to which the conflicting interest relates may be cured or waived
during  a  reasonable  period  and  under  the  procedures   described  in  such
application  and  (2) a  stay  of the  Trustee's  duty  to  resign  will  not be
inconsistent  with  the  interests  of  the  Holders.  The  filing  of  such  an
application shall automatically stay the performance of the duty to resign until
the Commission orders otherwise.


                                     - 67 -

<PAGE>




         (d) Any  resignation  of the  Trustee  pursuant to this  Section  shall
become  effective  only upon the  appointment of a successor  Trustee,  and such
successor  Trustee's  acceptance of such appointment,  in the manner hereinafter
specified in this Article.

Section 909.  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 a combined capital and surplus
of at least  $50,000,000 and subject to supervision or examination by Federal or
state  authority  and  qualified  and  eligible  under  this  Article.  If  such
corporation publishes reports of condition at least annually, pursuant to law or
to the  requirements of such  supervising or examining  authority,  then for the
purposes of this Section,  the combined  capital and surplus of such corporation
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so published.  If at any time the Trustee shall cease
to be eligible in  accordance  with the  provisions  of this  Section,  it shall
resign  immediately in the manner and with the effect  hereinafter  specified in
this Article.

Section 910.  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 911.

         (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 911 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.

         (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 908(a) after
         written request therefor by the Company or by any Holder who has been a
         bona fide Holder for at least six months, or

                  (2) the  Trustee  shall  cease to be  eligible  under  Section
         908(a) and shall fail to resign after written  request  therefor by the
         Company or by any such Holder, or

                                     - 68 -

<PAGE>




                  (3) the Trustee  shall become  incapable of acting or shall be
         adjudged  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,  (x) the Company by a Board  Resolution  may remove the
Trustee with respect to all Securities or (y) subject to Section 814, any Holder
who has been a bona  fide  Holder  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 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  911.  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
911, become the successor  Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company.  If
no successor  Trustee with  respect to the  Securities  of any series shall have
been so appointed by the Company or the Holders and accepted  appointment in the
manner  required by Section 911, 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 911.  Acceptance of Appointment by Successor.

         (a) In case of the  appointment  hereunder of a successor  Trustee with
respect  to the  Securities  of all  series,  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

                                     - 69 -

<PAGE>




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 all sums owed to it,
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 related,  (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,  upon  payment  of all sums owed to it,  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  instruments  which  fully vest in and  confirm  to such  successor
Trustee all such rights,  powers and trusts referred to in subsection (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.


                                     - 70 -

<PAGE>




Section 912.  Merger, Conversion, Consolidation or Succession to Business.

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

         (a) Subject to subsection (b) of this Section,  if the Trustee shall be
or shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within three months prior to a default,  as defined in subsection (c) of
this  Section,  or  subsequent  to such a default,  then,  unless and until such
default  shall be  cured,  the  Trustee  shall  set  apart and hold in a special
account for the benefit of the Trustee individually, the Holders and the Holders
of other indenture securities, as defined in subsection (c) of this Section:

                  (1) an amount  equal to any and all  reductions  in the amount
         due and owing upon any claim as such  creditor in respect of  principal
         or interest,  effected after the beginning of such three months' period
         and valid as against the Company  and its other  creditors,  except any
         such  reduction  resulting  from  the  receipt  or  disposition  of any
         property  described  in  clause  (2) of this  paragraph,  or  from  the
         exercise of any right of set-off which the Trustee could have exercised
         if a petition  in  bankruptcy  had been filed by or against the Company
         upon the date of such default; and

                  (2) all  property  received  by the  Trustee in respect of any
         claims  as  such  creditor,   either  as  security   therefor,   or  in
         satisfaction or composition thereof, or otherwise,  after the beginning
         of such three months' period, or an amount equal to the proceeds of any
         such property, if disposed of, subject, however, to the rights, if any,
         of the  Company  and  its  other  creditors  in such  property  or such
         proceeds.

         Nothing  herein  contained,  however,  shall  affect  the  right of the
Trustee:

                  (1) to retain for its own account (A) payments made on account
         of any such claim by any Person  (other than the Company) who is liable
         thereon,  (B) the  proceeds  of the bona fide sale of any such claim by
         the  Trustee  to a third  Person  and (C)  distributions  made in cash,
         securities  or other  property in respect of claims  filed  against the
         Company  in  bankruptcy  or   receivership   or  in   proceedings   for
         reorganization pursuant to the Federal

                                     - 71 -

<PAGE>




         Bankruptcy Act or applicable state law;

                  (2) to realize, for its own account, upon any property held by
         it as security for any such claim,  if such  property was held prior to
         the beginning of such three months' period;

                  (3) to realize, for its own account, but only to the extent of
         the  claim  hereinafter  mentioned,  upon  any  property  held by it as
         security  for any such  claim,  if such  claim  was  created  after the
         beginning of such three  months'  period and such property was received
         as security therefor  simultaneously with the creation thereof,  and if
         the Trustee  shall  sustain the burden of proving that at the time such
         property was so received the Trustee had no reasonable cause to believe
         that a default,  as defined in subsection  (c) of this  Section,  would
         occur within three months; or

                  (4) to receive  payment on any claim referred to in clause (2)
         or (3) of this  paragraph,  against the release of any property held as
         security  for such claim as provided in such clause (2) or (3), as they
         case may be, to the extent of the fair value of such property.

For the  purposes  of  clauses  (2),  (3) and  (4) of this  paragraph,  property
substituted  after the beginning of such three months'  period for property held
as security at the time of such  substitution  shall,  to the extent of the fair
value of the property  released,  have the same status as the property released,
and,  to the extent  that any claim  referred  to in any of such  paragraphs  is
created in renewal of or in  substitution  for or for the purpose of repaying or
refunding  any  preexisting  claim of the Trustee as such  creditor,  such claim
shall have the same status as such preexisting claim.

         If the Trustee  shall be required  to account,  the funds and  property
held in such special account and the proceeds thereof shall be apportioned among
the Trustee,  the Holders and the Holders of other indenture  securities in such
manner  that the  Trustee,  the  Holders  and the  Holders  of  other  indenture
securities  realize,  as a result of  payments  from such  special  account  and
payments of  dividends  on claims  filed  against the Company in  bankruptcy  or
receivership  or in  proceedings  for  reorganization  pursuant  to the  Federal
Bankruptcy Act or applicable  state law, the same percentage of their respective
claims, figured before crediting to the claim of the Trustee anything on account
of the receipt by it from the Company of the funds and  property in such special
account and before  crediting  to the  respective  claims of the Trustee and the
Holders and the Holders of other indenture  securities dividends on claims filed
against  the  Company  in  bankruptcy  or  receivership  or in  proceedings  for
reorganization  pursuant to the Federal  Bankruptcy Act or applicable State law,
but after crediting thereon receipts on account of the indebtedness  represented
by their  respective  claims from all sources other than from such dividends and
from the funds and  property so held in such  special  account.  As used in this
paragraph,  with respect to any claim,  the term  "dividends"  shall include any
distribution  with  respect to such claim,  in  bankruptcy  or  receivership  or
proceedings for reorganization pursuant

                                     - 72 -

<PAGE>




to the Federal Bankruptcy Act or applicable state law, whether such distribution
is made in cash,  securities or other  property,  but shall not include any such
distribution  with respect to the secured  portion,  if any, of such claim.  The
court in which such bankruptcy,  receivership or proceedings for  reorganization
is pending  shall have  jurisdiction  (1) to apportion  among the  Trustee,  the
Holders and the Holders of other  indenture  securities,  in accordance with the
provisions  of this  paragraph,  the funds  and  property  held in such  special
account and proceeds thereof, or (2) in lieu of such apportionment,  in whole or
in  part,  to  give  the  provisions  of this  paragraph  due  consideration  in
determining the fairness of the  distributions to be made to the Trustee and the
Holders  and the Holders of other  indenture  securities  with  respect to their
respective  claims,  in which event it shall not be necessary to liquidate or to
appraise  the value of any  securities  or other  property  held in such special
account or as security for any such claim,  or to make a specific  allocation of
such distributions as between the secured and unsecured portions of such claims,
or  otherwise to apply to the  provisions  of this  paragraph as a  mathematical
formula.

         Any Trustee  which has resigned or been removed  after the beginning of
such three months' period shall be subject to the provisions of this  subsection
as though  such  resignation  or removal  had not  occurred.  If any Trustee has
resigned or been removed prior to the beginning of such three months' period, it
shall  be  subject  to the  provisions  of this  subsection  if and  only if the
following conditions exist:

     (1) the receipt of property or reduction  of claim,  which would have given
rise to the  obligation  to account,  if such Trustee had  continued as Trustee,
occurred after the beginning of such three months' period; and

     (2) such receipt of property or reduction  of claim  occurred  within three
months after such resignation or removal.

     (b) There shall be excluded from the  operation of  subsection  (a) of this
Section a creditor relationship arising from:

     (1) the ownership or acquisition of securities  issued under any indenture,
or any security or securities  having a maturity of one year or more at the time
of acquisition by the Trustee;

     (2) advances  authorized by a receivership or bankruptcy court of competent
jurisdiction  or by this  Indenture,  for the purpose of preserving any property
which  shall  at any  time  be  subject  to the  lien of  this  Indenture  or of
discharging tax liens or other prior liens or encumbrances thereon, if notice of
such advances and of the  circumstances  surrounding the making thereof is given
to the Holders at the time and in the manner provided in this Indenture;

     (3)  disbursements  made in the ordinary course of business in the capacity
of trustee under an indenture,  transfer  agent,  registrar,  custodian,  paying
agent, fiscal agent
                                     - 73 -

<PAGE>




         or  depositary, or other similar capacity;

                  (4) an Indebtedness  created as a result of services  rendered
         or premises rented; or an Indebtedness  created as a result of goods or
         securities sold in a cash transaction,  as defined in subsection (c) of
         this Section;

                  (5)  the  ownership  of  stock  or of  other  securities  of a
         corporation  organized  under the  provisions  of Section  25(a) of the
         Federal  Reserve  Act, as amended,  which is directly or  indirectly  a
         creditor of the Company; and

                  (6) the acquisition,  ownership,  acceptance or negotiation of
         any drafts,  bills of exchange,  acceptances or obligations  which fall
         within the  classification  of  self-liquidating  paper,  as defined in
         subsection (c) of this Section.

         (c)      For the purposes of this Section only:

     (1) the term  "default"  means any  failure to make  payment in full of the
principal of or interest on any of the  Securities  or upon the other  indenture
securities when and as such principal or interest becomes due and payable;

     (2) the term "other indenture  securities"  means securities upon which the
Company is an obligor  outstanding under any other indenture (A) under which the
Trustee is also trustee, (B) which contains provisions  substantially similar to
the  provisions of this Section and (c) under which a default exists at the time
of the apportionment of the funds and property held in such special account;

     (3) the term "cash transaction" means any transaction in which full payment
for goods or  securities  sold is made within  seven days after  delivery of the
goods or securities in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand;

     (4) the term  "self-liquidating  paper" means any draft,  bill of exchange,
acceptance or  obligation  which is made,  drawn,  negotiated or incurred by the
Company for the purpose of financing  the purchase,  processing,  manufacturing,
shipment, storage or sale of goods, wares or merchandise and which is secured by
documents  evidencing title to, possession of, or a Lien upon, the goods,  wares
or  merchandise  or the  receivables  or proceeds  arising  from the sale of the
goods, wares or merchandise previously  constituting the security,  provided the
security  is received by the  Trustee  simultaneously  with the  creation of the
creditor  relationship  with  the  Company  arising  from the  making,  drawing,
negotiating  or  incurring  of  the  draft,  bill  of  exchange,  acceptance  or
obligations;

     (5) the term "Company" means any obligor upon the Securities; and


                                     - 74 -

<PAGE>




     (6) the term "Federal  Bankruptcy Act" means the Bankruptcy Act or Title 11
of the United States Code.

Section 914.  Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating  Agent or Agents with respect
to the Securities of one or more series, or any Tranche thereof,  which shall be
authorized  to act on behalf of the Trustee to  authenticate  Securities of such
series or Tranche  issued upon  original  issuance,  exchange,  registration  of
transfer  or  partial  redemption  thereof  or  pursuant  to  Section  306,  and
Securities so authenticated  shall be entitled to the benefits of this Indenture
and shall be valid and  obligatory for all purposes as if  authenticated  by the
Trustee  hereunder.  Whenever  reference  is  made  in  this  Indenture  to  the
authentication  and  delivery  of  Securities  by the  Trustee or the  Trustee's
certificate  of  authentication,  such  reference  shall be  deemed  to  include
authentication and delivery on behalf of the Trustee by an Authenticating  Agent
and a  certificate  of  authentication  executed  on behalf of the Trustee by an
Authenticating  Agent.  Each  Authenticating  Agent shall be  acceptable  to the
Company and shall at all times be a  corporation  organized  and doing  business
under the laws of the United States of America,  any State or territory  thereof
or the District of Columbia or the Commonwealth of Puerto Rico, authorized under
such laws to act as Authenticating  Agent, having a combined capital and surplus
of not less than  $25,000,000  and  subject to  supervision  or  examination  by
Federal or state authority.  If such  Authenticating  Agent publishes reports of
condition  at least  annually,  pursuant to law or to the  requirements  of said
supervising or examining  authority,  then for the purposes of this Section, the
combined capital and surplus of such Authenticating  Agent shall be deemed to be
its  combined  capital  and  surplus as set forth in its most  recent  report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section,  such Authenticating
Agent shall resign  immediately  in the manner and with the effect  specified in
this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an  Authenticating  Agent by giving written notice thereof to such
Authenticating  Agent  and to the  Company.  Upon  receiving  such a  notice  of
resignation  or  upon  such  a  termination,   or  in  case  at  any  time  such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  the Trustee may appoint a successor  Authenticating
Agent which shall be  acceptable to the Company.  Any  successor  Authenticating
Agent upon acceptance of its

                                     - 75 -

<PAGE>




appointment hereunder shall become vested with all the rights, powers and duties
of its  predecessor  hereunder,  with like effect as if  originally  named as an
Authenticating  Agent.  No  successor  Authenticating  Agent shall be  appointed
unless eligible under the provisions of this Section.

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

     The  provisions  of Sections  308, 904 and 905 shall be  applicable to each
Authenticating Agent.

         If an appointment with respect to the Securities of one or more series,
or any Tranche thereof,  shall be made pursuant to this Section,  the Securities
of such  series  or  Tranche  may have  endorsed  thereon,  in  addition  to the
Trustee's   certificate   of   authentication,   an  alternate   certificate  of
authentication substantially in the following form:

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



                                   As Trustee


                                   By:
                                   As Authenticating Agent


                                   By:
                                   Authorized Signatory

         If all of the  Securities of a series may not be  originally  issued at
one time, and if the Trustee does not have an office  capable of  authenticating
Securities  upon  original  issuance  located  in a Place of  Payment  where the
Company  wishes to have  Securities of such series  authenticated  upon original
issuance,  the Trustee, if so requested by the Company in writing (which writing
need not comply with  Section 102 and need not be  accompanied  by an Opinion of
Counsel),  shall appoint, in accordance with this Section and in accordance with
such procedures as shall be acceptable to the Trustee,  an Authenticating  Agent
(which,  if so  requested  by the  Company,  may be an Affiliate of the Company)
having an office in a Place of Payment designated by the Company with respect to
such series of Securities.


                                     - 76 -

<PAGE>




Section 915.  Trustee's Application for Instructions from the Company.

         Any  application  by the  Trustee  for  written  instructions  from the
Company  may,  at the option of the  Trustee,  set forth in  writing  any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or  after  which such  action  shall be taken or such  omission  shall be
effective.  The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application  (which date shall not be less than
three Business Days after the date any officer of the Company actually  receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the  effective  date in
the case of an omission),  the Trustee shall have received written  instructions
in response to such application specifying the action to be taken or omitted.

                                   ARTICLE TEN

                           Right to Require Repurchase

Section  1001.  Repurchase  of Securities at Option of the Holder upon Change of
Control.

         (a) Upon the occurrence of a Change of Control  Triggering  Event,  the
Company shall notify the Trustee in writing of such occurrence and shall make an
offer to purchase (the "Change of Control  Offer") the  Securities at a purchase
price equal to 101% of the principal  amount thereof plus any accrued and unpaid
interest thereon to the Change of Control Payment Date (as hereinafter  defined)
(the "Change of Control  Purchase  Price") in accordance with the procedures set
forth in this Section.

         (b) Within 30 days of the occurrence of a Change of Control  Triggering
Event,  the Company also shall (i) cause a notice of the Change of Control Offer
to be sent at least once to the Dow Jones News Service or similar  business news
service in the United States and (ii) send by first-class mail, postage prepaid,
to the Trustee and to each Holder of the Securities, at his address appearing in
the register of the Securities maintained by the Securities Registrar,  a notice
stating:

     (1) that a Change of Control  Triggering  Event has occurred and the Change
of  Control  Offer is being  made  pursuant  to this  Section  and that all such
Securities  timely  tendered will be accepted for payment,  subject to the terms
and conditions set forth herein;

     (2) the Change of Control Purchase Price and the purchase date (which shall
be a Business  Day no  earlier  than 30 days and no later than 60 days after the
date on which such notice is mailed) (the "Change of Control Payment Date");

     (3) that any such Security (or portions thereof) not tendered will continue
to

                                     - 77 -

<PAGE>




         accrue interest;

     (4) a description  of the  transaction  or  transactions  constituting  the
Change of Control Triggering Event;

     (5) that,  unless  the  Company  defaults  in the  payment of the Change of
Control Purchase Price, any such Securities accepted for payment pursuant to the
Change of  Control  Offer  shall  cease to accrue  interest  after the Change of
Control Payment Date;

     (6) that Holders  accepting  the offer to have their  Securities  purchased
pursuant  to a Change of  Control  Offer  will be  required  to  surrender  such
Securities  to the Paying Agent at the address  specified in the notice prior to
the close of  business  on the  Business  Day  preceding  the  Change of Control
Payment Date;

     (7) that  Holders  will be  entitled to withdraw  their  acceptance  if the
Paying  Agent  receives,  not  later  than the  close of  business  on the third
Business  Day  preceding  the  Change  of  Control  Payment  Date,  a  facsimile
transmission  or letter  setting  forth the name of the  Holder,  the  principal
amount of such  Securities  delivered  for purchase,  and a statement  that such
holder is withdrawing his election to have such Securities purchased;

     (8) that Holders whose  Securities are being purchased only in part will be
issued new Securities  equal in principal  amount to the unpurchased  portion of
the Securities surrendered,  provided that each Security purchased and each such
new Security issued shall be in a principal  amount in  denominations  of $1,000
and integral multiples thereof; and

     (9) any other  procedures  that a holder  must follow to accept a Change of
Control Offer or effect withdrawal of such acceptance.

         (c) On the Change of Control Payment Date, the Company shall (a) accept
for payment the Securities or portions thereof  tendered  pursuant to the Change
of Control Offer,  (b) deposit with the Paying Agent money sufficient to pay the
Change of Control Purchase Price and (c) deliver or cause to be delivered to the
Trustee  the  Securities  so accepted  together  with an  Officers'  Certificate
indicating  the  Securities  or portions  thereof  tendered to the Company.  The
Paying  Agent  shall  promptly  mail to each  holder of  Securities  so accepted
payment  in an amount  equal to the Change of  Control  Purchase  Price for such
Securities,  and the Trustee shall promptly authenticate and mail to such Holder
a new  Security  equal in  principal  amount to any  unpurchased  portion of the
Securities surrendered;  provided that each such new Security shall be issued in
an original  principal amount in denominations of $1,000 and integral  multiples
thereof.

Section  1002.Covenant  To Comply  with  Securities  Laws upon  Purchase of
Securities.

     In connection with any purchase of Securities  under Section 607 or Section
1001 by the

                                     - 78 -

<PAGE>




Company,  the Company shall,  to the extent then applicable and required by law,
(i) comply with Rule 14e-1 (which term,  as used herein,  includes any successor
provisions  thereto) under the Exchange Act and (ii)  otherwise  comply with all
Federal  and state  securities  laws so as to permit the rights and  obligations
under  Section 607 or Section 1001 to be exercised in the time and in the manner
specified  in such  Sections.  To the  extent  that the  provisions  of any such
securities  laws or  regulations  conflict with the provisions of Section 607 or
Section 1001, the Company shall comply with the applicable  securities  laws and
regulations and shall not be deemed to have breached its  obligations  described
in such Section 607 or Section 1001 by virtue thereof.

                                 ARTICLE ELEVEN

                    Merger, Consolidation and Sale of Assets

Section 1101.  When Company May Merge or Transfer Assets.

         (a) The Company shall not merge or  consolidate  with or into any other
entity  (other than a merger of a Wholly Owned  Subsidiary  into the Company) or
sell,  transfer,   assign,   lease,  convey  or  otherwise  dispose  of  all  or
substantially  all of its property or assets in any one transaction or series of
transactions   unless:   (i)  the  entity   formed  by  or  surviving  any  such
consolidation  or merger  (if the  Company is not the  surviving  entity) or the
Person to which such sale,  transfer,  assignment,  lease or  conveyance is made
(the "Surviving Entity") shall be a corporation organized and existing under the
laws of the  United  States of America or a State  thereof  or the  District  of
Columbia and such corporation  expressly assumes,  by supplemental  indenture in
form satisfactory to the Trustee,  executed and delivered to the Trustee by such
corporation,  the due and punctual payment of the principal of, premium, if any,
and interest,  if any, on all of the Securities,  according to their tenor,  and
the due and  punctual  performance  and  observance  of all  the  covenants  and
conditions of this Indenture to be performed by the Company; (ii) in the case of
a sale, transfer,  assignment,  lease, conveyance or other disposition of all or
substantially all of the Company's  property or assets,  such property or assets
shall have been  transferred  as an entirety or  virtually as an entirety to one
Person;  (iii) immediately before and after giving effect to such transaction or
series of  transactions,  no Default or Event of Default shall have occurred and
be continuing;  and (iv) immediately  after giving effect to such transaction or
series of transactions on a pro forma basis (including,  without limitation, any
Indebtedness  Incurred or  anticipated  to be Incurred in  connection  with such
transaction or series of transactions),  the Company or the Surviving Entity, as
the  case  may  be,  would  be  able to  Incur  at  least  $1.00  of  additional
Indebtedness pursuant to Section 603(a).

         (b)  In  connection   with  any   consolidation,   merger  or  transfer
contemplated  by this  provision,  the  Company  shall  deliver,  or cause to be
delivered,  to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers'  Certificate and an Opinion of Counsel,  each stating that
such consolidation, merger or transfer and the supplemental indenture in respect
thereto  comply with this  provision and that all  conditions  precedent  herein
provided for relating to such  transaction  or  transactions  have been complied
with.

                                     - 79 -

<PAGE>




Section 1102.  Successor Corporation Substituted.

         Upon any  consolidation  by the  Company  with or merger by the company
into any other corporation or corporations or any conveyance,  transfer or lease
of the  properties  and assets of the  Company  substantially  as an entirety in
accordance with Section 1101, the successor  corporation or corporations  formed
by such  consolidation  or into  which the  Company  is merged or the  Person or
Persons to which such  conveyance,  transfer or lease is made shall  succeed to,
and be  substituted  for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person or Persons
had been named as the Company herein,  and  thereafter,  except in the case of a
lease,  the  predecessor  Person or Persons shall be relieved of all obligations
and covenants under this Indenture and the Securities Outstanding hereunder.

                                 ARTICLE TWELVE

                             Supplemental Indentures

Section 1201.  Supplemental Indentures Without Consent of Holders.

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

     (a) to evidence  the  succession  of another  Person to the Company and the
assumption by any such  successor of the covenants of the Company  herein and in
the Securities, all as provided in Article Eleven; or

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

     (c) to add any  additional  Events of  Default  with  respect to all or any
series of Securities Outstanding hereunder; or

     (d) to change or eliminate  any  provision of this  Indenture or to add any
new  provision  to this  Indenture;  provided,  however,  that  if such  change,
elimination or addition shall  adversely  affect the interests of the Holders of
Securities  of any series or  Tranche  in any  material  respect,  such  change,
elimination  or addition  shall become  effective with respect to such series or
Tranche only when no Security of such series or Tranche remains Outstanding; or


                                     - 80 -

<PAGE>




     (e) to provide collateral security for the Securities; or

     (f) to establish  the form or terms of  Securities of any series or Tranche
as contemplated by Sections 201 and 301; or

     (g) to evidence and provide for the acceptance of appointment  hereunder by
a separate or 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
911(b); or

     (h) to  provide  for the  procedures  required  to permit  the  Company  to
utilize,  at its option, a  non-certificated  system of registration for all, or
any series or Tranche of, the Securities; or

     (i) to change any place or places  where (1) the  principal of and premium,
if any, and interest, if any, on all or any series of Securities, or any Tranche
thereof,  shall be payable, (2) all or any series of Securities,  or any Tranche
thereof, may be surrendered for registration of transfer,  (3) all or any series
of Securities,  or any Tranche thereof,  may be surrendered for exchange and (4)
notices  and  demands to or upon the  Company in respect of all or any series of
Securities,  or any Tranche thereof, and this Indenture may be served; provided,
however, that any such place is located in New York, New York, Chicago, Illinois
or in any  other  city  located  in the  United  States of  America  which has a
population of at least 1,000,000 inhabitants; or

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

         Without  limiting  the  generality  of  the  foregoing,  if  the  Trust
Indenture  Act  shall be  amended  at any time or  times  after  the date of the
execution and delivery of this Indenture and:

     (x) if  any  such  amendment  shall  require  one or  more  changes  to any
provisions hereof or the inclusion herein of any additional provisions, or shall
by  operation  of law be deemed to  effect  such  changes  or  incorporate  such
provisions by reference or  otherwise,  this  Indenture  shall be deemed to have
been amended so as to conform to such amendment to the Trust  Indenture Act, and
the Company and the Trustee may, without the consent of any Holders,  enter into
an  indenture  supplemental  hereto  to  effect  or  evidence  such  changes  or
additional provisions; or

     (y) if any such  amendment  shall  permit  one or more  changes  to, or the
elimination  of, any provisions  hereof which,  at the date of the execution and
delivery hereof or at any time

                                     - 81 -

<PAGE>




thereafter,  are required by the Trust Indenture Act to be contained herein this
Indenture  shall be deemed to have  been  amended  to  effect  such  changes  or
elimination,  and the Company and the  Trustee  may,  without the consent of any
Holders,  enter into an indenture  supplemental hereto to effect such changes or
elimination; or

         (z) if, by reason of any such amendment,  one or more provisions which,
at the date of the execution and delivery hereof or at any time thereafter,  are
required by the Trust Indenture Act to be contained herein shall be deemed to be
incorporated  herein by reference or  otherwise,  or otherwise  made  applicable
hereto,  and shall no longer be required to be contained herein, the Company and
the Trustee  may,  without the consent of any  Holders,  enter into an indenture
supplemental hereto to effect the elimination of such provisions.

Section 1202.  Supplemental Indentures With Consent of Holders.

         With  the  consent  of the  Holders  of not  less  than a  majority  in
aggregate  principal  amount of the  Securities  of all series then  Outstanding
under this Indenture,  considered as one class, by Act of said Holders delivered
to the  Company  and  the  Trustee,  the  Company,  when  authorized  by a Board
Resolution,   and  the  Trustee  may  enter  into  an  indenture  or  indentures
supplemental  hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating  any of the provisions of, this  Indenture;  provided,
however,  that if there shall be Securities of more than one series  Outstanding
hereunder and if a proposed  supplemental  indenture  shall directly  affect the
rights of the Holders of Securities  of one or more,  but less than all, of such
series,  then  the  consent  only of the  Holders  of a  majority  in  aggregate
principal  amount  of the  Outstanding  Securities  of all  series  so  directly
affected,  considered as one class,  shall be required;  and provided,  further,
that if the  Securities  of any series  shall have been  issued in more than one
Tranche and if the proposed  supplemental  indenture  shall directly  affect the
rights of the Holders of Securities  of one or more,  but less than all, of such
Tranches,  then the  consent  only of the  Holders  of a majority  in  aggregate
principal  amount of the  Outstanding  Securities  of all  Tranches  so directly
affected,  considered as one class,  shall be required;  and provided,  further,
that no such supplemental  indenture shall, without the consent of the Holder of
each Outstanding Security of each series or Tranche so directly affected,

                  (a) change the Stated  Maturity  of the  principal  of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal  amount thereof or the rate of interest thereon or the method
         of calculating  such rate (or the amount of any installment of interest
         thereon) or any premium payable upon the redemption  thereof, or reduce
         the amount of the  principal of a Discount  Security  that would be due
         and payable upon a declaration of acceleration of the Maturity  thereof
         pursuant  to  Section  802,  or change the coin or  currency  (or other
         property) in which, any Security or any premium or the interest thereon
         is payable,  or impair the right to institute suit for the  enforcement
         of any such payment on or after the Stated Maturity thereof (or, in the
         case of redemption, on or after the Redemption Date), or


                                     - 82 -

<PAGE>




                  (b)  reduce  the   percentage  in  principal   amount  of  the
         Outstanding  Securities of such series or Tranche, the consent of whose
         Holders is required for any such supplemental indenture, or the consent
         of whose  Holders is  required  for any waiver of  compliance  with any
         provision  of  this  Indenture  or of any  default  hereunder  and  its
         consequences,  or reduce the requirements of Section 1304 for quorum or
         voting, or

                  (c) modify any of the provisions of this Section,  Section 613
         or Section 813, except to increase the percentages in principal  amount
         referred to in this  Section or such other  Sections or to provide that
         other provisions of this Indenture cannot be modified or waived without
         the  consent  of the  Holder  of  each  Outstanding  Security  affected
         thereby;  provided,  however,  that this clause  shall not be deemed to
         require  the  consent  of any  Holder  with  respect  to changes in the
         references to "the Trustee" and concomitant changes in this Section, or
         the deletion of this proviso,  in accordance  with the  requirements of
         Sections 911(b) and 1201(g).

A  supplemental  indenture  which  changes or  eliminates  any covenant or other
provision of this  Indenture  which has expressly  been included  solely for the
benefit  of one or  more  particular  series  of  Securities,  or of one or more
Tranches  thereof,  or which modifies the rights of the Holders of Securities of
such series or Tranches 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 or Tranche.

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

Section 1203.  Execution of Supplemental Indentures.

         In  executing,  or  accepting  the  additional  trusts  created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture,  the Trustee shall be entitled to receive,
and  (subject  to Section  901) shall be fully  protected  in relying  upon,  an
Opinion of Counsel stating that the execution of such supplemental  indenture is
authorized  or  permitted by this  Indenture.  The Trustee may, but shall not be
obligated  to,  enter into any such  supplemental  indenture  which  affects the
Trustee's own rights, duties,  immunities or liabilities under this Indenture or
otherwise.

Section 1204.  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. Any supplemental indenture permitted by this Article may
restate this  Indenture in its  entirety,  and,  upon the execution and delivery
thereof, any

                                     - 83 -

<PAGE>




     such  restatement  shall  supersede this Indenture as theretofore in effect
for all purposes.

Section 1205.  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 1206.  Reference in Securities to Supplemental Indentures.

         Securities of any series,  or any Tranche  thereof,  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, or
any Tranche  thereof,  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 made available for delivery by the Trustee
in exchange for Outstanding Securities of such series or Tranche.

Section 1207.  Modification without Supplemental Indenture.

         If the terms of any  particular  series of  Securities  shall have been
established  in a Board  Resolution  or an Officers'  Certificate  pursuant to a
Board  Resolution  as  contemplated  by  Section  301,  and not in an  indenture
supplemental  hereto,  addition to, changes in or the elimination of any of such
terms may be affected by means of a supplemental  Board  Resolution or Officers'
Certificate,  as the case may be,  delivered  to, and  accepted by, the Trustee;
provided,   however,  that  such  supplemental  Board  Resolution  or  Officers'
Certificate  shall not be  accepted  by the Trustee or  otherwise  be  effective
unless all conditions set forth in this Indenture  which would be required to be
satisfied  if  such  additions,  changes  or  elimination  were  contained  in a
supplemental  indenture  shall  have  been  appropriately  satisfied.  Upon  the
acceptance  thereof by the Trustee,  any such  supplemental  Board Resolution or
Officers'  Certificate  shall be deemed  to be a  "supplemental  indenture"  for
purposes of Section 1204 and 1206.

                                ARTICLE THIRTEEN

                   Meetings of Holders; Action Without Meeting

Section 1301.  Purposes for Which Meetings May Be Called.

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

                                     - 84 -

<PAGE>




Section 1302.  Call, Notice and Place of Meetings.

         (a) The Trustee may at any time call a meeting of Holders of Securities
of one or more,  or all,  series,  or any Tranche or Tranches  thereof,  for any
purpose  specified in Section 1301, to be held at such time and at such place in
the Borough of Manhattan,  The City of New York, as the Trustee shall determine,
or, with the approval of the Company,  at any other place.  Notice of every such
meeting,  setting  forth the time and the place of such  meeting  and in general
terms the action  proposed to be taken at such meeting,  shall be given,  in the
manner provided in Section 106, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.

         (b) If the Trustee  shall have been  requested to call a meeting of the
Holders of Securities of one or more, or all, series, or any Tranche or Tranches
thereof,  by the Company or by the Holders of 25% in aggregate  principal amount
of all of such series and  Tranches,  considered  as one class,  for any purpose
specified in Section 1301 by written request setting forth in reasonable  detail
the action  proposed to be taken at the meeting,  and the Trustee shall not have
given the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of such series and Tranches in the
amount above specified, as the case may be, may determine the time and the place
in the  Borough of  Manhattan,  The City of New York,  or in such other place as
shall be  determined  or approved by the Company,  for such meeting and may call
such  meeting  for such  purposes  by  giving  notice  thereof  as  provided  in
subsection (a) of this Section.

         (c) Any  meeting  of  Holders  of  Securities  of one or more,  or all,
series, or any Tranche or Tranches thereof, shall be valid without notice if the
Holders of all  Outstanding  Securities of such series or Tranche are present in
person or by proxy and if  representatives  of the  Company  and the Trustee are
present,  or if notice is waived in writing  before or after the  meeting by the
Holders of all Outstanding  Securities of such series, or by such of them as are
not  present at the  meeting in person or by proxy,  and by the  Company and the
Trustee.

Section 1303.  Persons Entitled to Vote at Meetings.

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


                                     - 85 -

<PAGE>




Section 1304.  Quorum, Action.

         The Persons  entitled to vote a majority in aggregate  principal amount
of the Outstanding Securities of the series and Tranches with respect to which a
meeting  shall have been  called as  hereinbefore  provided,  considered  as one
class,  shall constitute a quorum for a meeting of Holders of Securities of such
series and  Tranches;  provided,  however,  that if any action is to be taken at
such meeting which this Indenture expressly provides may be taken by the Holders
of a specified percentage, which is less than a majority, in principal amount of
the Outstanding Securities of such series and Tranches, considered as one class,
the Persons  entitled to vote such specified  percentage in principal  amount of
the Outstanding Securities of such series and Tranches, considered as one class,
shall  constitute  a quorum.  In the absence of a quorum  within one hour of the
time  appointed  for any such  meeting,  the meeting  shall,  if convened at the
request of Holders of Securities of such series and Tranches,  be dissolved.  In
any other case the  meeting  may be  adjourned  for a period of not less than 10
days as determined by the chairman of the meeting  prior to the  adjournment  of
such meeting.  In the absence of a quorum at any such  adjourned  meeting,  such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting  prior to the  adjournment  of such
adjourned  meeting.  Except  as  provided  by  Section  1305(e),  notice  of the
reconvening  of any  adjourned  meeting  shall be given as  provided  in Section
1302(a)  not less  than  five days  prior to the date on which  the  meeting  is
scheduled to be reconvened.  Notice of the  reconvening of an adjourned  meeting
shall state expressly the percentage, as provided above, of the principal amount
of the Outstanding Securities of such series and Tranches which shall constitute
a quorum.

         Except as  limited by  Section  1202,  any  resolution  presented  to a
meeting or  adjourned  meeting duly  reconvened  at which a quorum is present as
aforesaid  may be  adopted  only by the  affirmative  vote of the  Holders  of a
majority in aggregate  principal  amount of the  Outstanding  Securities  of the
series and Tranches  with respect to which such meeting  shall have been called,
considered as one class;  provided,  however,  that,  except as so limited,  any
resolution  with respect to any action which this Indenture  expressly  provides
may be taken by the  Holders  of a  specified  percentage,  which is less than a
majority,  in principal amount of the Outstanding  Securities of such series and
Tranches,  considered as one class,  may be adopted at a meeting or an adjourned
meeting  duly  reconvened  and at which a quorum is present as  aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the  Outstanding  Securities of such series and  Tranches,  considered as one
class.

         Any  resolution  passed or decision  taken at any meeting of Holders or
Securities duly held in accordance with this Section shall be binding on all the
Holders of  Securities  of the series and  Tranches  with  respect to which such
meeting  shall have been  held,  whether or not  present or  represented  at the
meeting.


                                     - 86 -

<PAGE>




     Section  1305.  Attendance  at Meetings;  Determination  of Voting  Rights;
Conduct and Adjournment of Meetings.

         (a)  Attendance at a meeting of Holders of Securities  may be in person
or by proxy; and, to the extent permitted by law, any such proxy shall remain in
effect and be binding upon any future Holder of the  Securities  with respect to
which it was given unless and until specifically revoked by the Holder or future
Holder of such Securities before being voted.

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

         (c) The Trustee shall, by an instrument in writing, appoint a temporary
chairman  of the  meeting,  unless the  meeting  shall  have been  called by the
Company or by Holders as provided in Section 1302 (b), in which case the Company
or the Holders of Securities of the series and Tranches calling the meeting,  as
the case may be, shall in like manner appoint a temporary chairman.  A permanent
chairman and permanent  secretary of the meeting shall be elected by vote of the
Persons  entitled  to vote a  majority  in  aggregate  principal  amount  of the
Outstanding  Securities of all series and Tranches  represented  at the meeting,
considered as one class.

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

         (e) Any meeting duly called  pursuant to Section 1302 at which a quorum
is present  may be  adjourned  from time to time by Persons  entitled  to vote a
majority in aggregate  principal  amount of the  Outstanding  Securities  of all
series and Tranches represented at the meeting, considered as one class; and the
meeting may be held as so adjourned without further notice.

Section 1306.  Counting Votes and Recording Action of Meeting.

         The vote upon any resolution  submitted to any meeting of Holders shall
be by written ballots on which shall be subscribed the signatures of the Holders
or of their  representatives  by proxy  and the  principal  amounts  and  serial
numbers of the Outstanding Securities, of the series

                                     - 87 -

<PAGE>




and Tranches with respect to which the meeting  shall have been called,  held or
represented  by them.  The  permanent  chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any  resolution  and who shall make and file with the  secretary  of the meeting
their verified written reports of all votes cast at the meeting. A record of the
proceedings of each meeting of Holders shall be prepared by the secretary of the
meeting and there shall be attached to said record the  original  reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing  that said notice was given as provided in Section  1302
and, if applicable,  Section 1304. Each copy shall be signed and verified by the
affidavits of the  permanent  chairman and secretary of the meeting and one such
copy  shall be  delivered  to the  Company,  and  another  to the  Trustee to be
preserved by the Trustee,  the latter to have attached thereto the ballots voted
at the meeting.  Any record so signed and verified shall be conclusive  evidence
of the matters therein stated.

Section 1307.  Action Without Meeting.

         In lieu of a vote of Holders at a meeting as hereinbefore  contemplated
in this Article, any request, demand, authorization, direction, notice, consent,
waiver  or other  action  may be made,  given or  taken by  Holders  by  written
instruments as provided in Section 104.

                                ARTICLE FOURTEEN

         Immunity of Incorporators, Stockholders, Officers and Directors

Section 1401.  Liability Solely Corporate.

         No  recourse  shall  be had  for the  payment  of the  principal  of or
premium, if any, or interest, if any, on any Securities, or any part thereof, or
for  any  claim  based  thereon  or  otherwise  in  respect  thereof,  or of the
indebtedness represented thereby, or upon any obligation,  covenant or agreement
under  this  Indenture,  against  any  incorporator,   stockholder,  officer  or
director,  as such, past, present or future of the Company or of any predecessor
or  successor   corporation  (either  directly  or  through  the  Company  or  a
predecessor or successor  corporation),  whether by virtue of any constitutional
provision,  statute or rule of law, or by the  enforcement  of any assessment or
penalty  or  otherwise;  it being  expressly  agreed  and  understood  that this
Indenture and all the Securities are solely corporate  obligations,  and that no
personal  lability  whatsoever,   shall  attach  to,  or  be  incurred  by,  any
incorporator,  stockholder, officer or director, past, present or future, of the
Company or of any  predecessor  or  successor  corporation,  either  directly or
indirectly  through the Company or any  predecessor  or  successor  corporation,
because of the  indebtedness  hereby  authorized or under or by reason of any of
the obligations,  covenants or agreements  contained in this Indenture or in any
of the  Securities  or to be implied here from or  therefrom,  and that any such
personal  liability is hereby  expressly  waived and released as a condition of,
and as part of the  consideration  for, the execution of this  Indenture and the
issuance of the Securities.

                                     - 88 -

<PAGE>




                                 ARTICLE FIFTEEN

                Holders' Lists and Reports by Trustee and Company

Section 1501.  Company to Furnish Trustee Names and Addresses of Holders.

         The Company shall furnish or cause to be furnished to the Trustee

                  (a)  semi-annually,  not more than 15 days after each  Regular
         Record  Date for a series of  Securities,  a list,  in such form as the
         Trustee may reasonably  require,  containing all the information in the
         possession or control of the Company, or any of its Paying Agents other
         than the  Trustee,  as to the names and  addresses  of the  Holders  of
         Securities of such series as of such Regular Record Date, 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 date not more than 15 days prior
         to the time such list is furnished;

excluding from any such list names and addresses  received by the Trustee in its
capacity as Security Registrar.

Section 1502.  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 (1) contained in the most recent
list  furnished  to the Trustee as provided in Section  1501 and (2) received by
the  Trustee  in any  other  capacity.  The  Trustee  may (1)  destroy  any list
furnished  to it as  provided  in  Section  1501 upon  receipt  of a new list so
furnished,  (2) destroy any  information  received by it as Paying  Agent (if so
acting) hereunder upon delivering to itself as Trustee, not earlier than [August
15 or February  14], a list  containing  the names and  addresses of the Holders
obtained from such information  since the delivery of the next previous list, if
any, and (3) destroy any list  delivered to itself as Trustee which was complied
from  information  received by it as Paying Agent (if so acting)  hereunder upon
the receipt of a new list so delivered.

         (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

     (1) afford such applicants access to the information  preserved at the time
by the

                                     - 89 -

<PAGE>




         Trustee in accordance with Section 1502(a), or
                  (2) 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  1502(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 1502(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 by such  applicants 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 by such
applicants  as  aforesaid;  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,
shall be deemed to have agreed 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  1502(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 1502(b).

Section 1503.  Reports by Trustees.

         (a) The Trustees shall transmit to the Holders as hereinafter provided,
at stated  intervals of not more than 12 months,  a brief report with respect to
any of the  following  events  which may have  occurred  within the  previous 12
months (but if no such event has occurred within such period,  no report need be
transmitted):

     (1) any change in its eligibility and its qualifications under Section 908;


                                     - 90 -

<PAGE>




     (2) the creation of or any material  change to a relationship  specified in
paragraph (1) through (10) of Section 310(b) of the Trust Indenture Act;

     (3) the character and amount of any advances (and if the Trustee  elects so
to state, the circumstances  surrounding the making thereof) made by the Trustee
(as  such)  which  remain  unpaid  on the  date  of  such  report,  and  for the
reimbursement of which it claims or may claim a lien or charge, prior to that of
the  Securities,  on any  property or funds held or  collected by it as Trustee,
except  that the Trustee  shall not be  required  (but may elect) to report such
advances if such advances so remaining  unpaid aggregate not more than 1/2 of 1%
of the  principal  amount  of the  Securities  Outstanding  on the  date of such
report;

     (4) any change to the amount,  interest rate and maturity date of all other
Indebtedness owing by the Company (or by any other obligor on the Securities) to
the Trustee in its individual capacity, on the date of such report, with a brief
description  of any property held as  collateral  security  therefor,  except an
indebtedness based upon a creditor  relationship arising in any manner described
in Section 913(b)(2), (3), (4) or (6);

     (5) any  change  to the  property  and  funds,  if any,  physically  in the
possession of the Trustee as such on the date of such report;

     (6) any release,  or release and  substitution,  of property subject to the
Lien of this Indenture (and the consideration therefor, if any) which it has not
previously reported;

     (7) any additional issue of Securities which the Trustee has not previously
reported; and

     (8) any  action  taken by the  Trustee  in the  performance  of its  duties
hereunder  which  it has  not  previously  reported  and  which  in its  opinion
materially affects the Securities or the Securities of any series, except action
in respect of a default,  notice of which has been or is to be  withheld  by the
Trustee in accordance with Section 902.

         (b)  The  Trustee  shall  transmit  to  the  Holders,  as  provided  in
subsection (c) of this Section, a brief report with respect to the character and
amount of any advances (and if the Trustee elects so to state, the circumstances
surrounding  the making thereof) made by the Trustee (as such) since the date of
the last report transmitted pursuant to subsection (a) of this Section (or if no
such report has yet been so  transmitted,  since the date of  execution  of this
Indenture)  for the  reimbursement  of which it  claims  or may  claim a Lien or
charge, prior to that of the Securities,  on property or funds held or collected
by it as  Trustee  and which it has not  previously  reported  pursuant  to this
subsection,  except  that the Trustee  shall not be required  (but may elect) to
report such advances if such advances remaining unpaid at any time aggregate 10%
or less of the principal amount of the Securities Outstanding at such time, such
report to be transmitted within 90 days after such time.

                                     - 91 -

<PAGE>




     (c) Reports pursuant to this Section shall be transmitted by mail;

                  (1) to all  Holders,  as their names and  addresses  appear in
          the Security Register; and

                  (2) to such Holders as have,  within two years  preceding such
         transmission, filed their names and addresses with the Trustee for that
         purpose; and

                  (3) except in the case of reports  pursuant to subsection  (b)
         of this Section,  to each Holder whose name and address is preserved at
         the time by the Trustee, as provided in Section 1502(a).

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

Section 1504.  Reports by Company.

         The Company shall:

                  (a) file with the Trustee, within 45 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 the rules and  regulations  prescribed from 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;

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

                  (c) transmit, within 30 days after the filing thereof with the
         Trustee,  to the Holders,  in the manner and to the extent  provided in
         Section  1503(c) with respect to reports  pursuant to Section  1503(a),
         such summaries of any information, documents and

                                     - 92 -

<PAGE>




         reports  required to be filed by the Company pursuant to paragraphs (a)
         and (b) of this  Section as may be  required  by rules and  regulations
         prescribed from time to time by the Commission.

                  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.


                                     - 93 -

<PAGE>



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


                                        360(degree) COMMUNICATIONS COMPANY




                                        By:
                                        Title:

  (SEAL)


  Attest:



  Title:




                                        CITIBANK, N.A., Trustee



                                        By:
                                        Title:
  (SEAL)


  Attest:



  Title:


<PAGE>
