S-3/A

As filed with the Securities and Exchange Commission on June 15, 2004

Registration Statement No. 333-112068

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

RailAmerica, Inc.	Delaware	65-0328006
RailAmerica Transportation Corp.	Delaware	65-0979478
(Exact Name of Each Registrant as Specified in its Charter)	(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

(FOR THE CO-REGISTRANTS, PLEASE SEE “TABLE OF

ADDITIONAL CO-REGISTRANTS” ON THE FOLLOWING PAGE)*

	William G. Pagonis Executive Chairman of the Board RailAmerica, Inc.
5300 Broken Sound Blvd., N.W.	5300 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487	Boca Raton, Florida 33487
(561) 994-6015	(561) 994-6015
(Address, Including Zip Code, and Telephone Number,	(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)	Include Area Code, of Agent for Service)

Copies of Communications to:

Gary M. Epstein, Esq.

Fern S. Watts, Esq.

Greenberg Traurig, P.A.

1221 Brickell Avenue

Miami, Florida 33131

(305) 579-0500          (Facsimile) (305) 579-0717

      Approximate Date of Commencement of Proposed Sale to the Public: From time to time after this Registration Statement becomes effective.

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

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

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

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

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

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

*  The Co-Registrants named on the following pages are the direct and indirect domestic subsidiaries and the direct parent of RailAmerica Transportation Corp. and the direct and indirect domestic subsidiaries of RailAmerica, Inc. and may, along with RailAmerica, Inc. or RailAmerica Transportation Corp., as the case may be, be the guarantors of the debt securities to be registered hereby.

*TABLE OF ADDITIONAL CO-REGISTRANTS

	(Primary Standard		(State or Other
	Industrial		Jurisdiction of
(Exact name of Co-Registrants	Classification		Incorporation or		(I.R.S. Employer
as Specified in its Charter)	Number)		Organization)		Identification No.)
A. & R. Line, Inc.		4011		Indiana		35-1952789
Alabama & Gulf Coast Railway LLC		4011		Delaware		75-2714522
American Rail Dispatching Center, Inc.		4011		Delaware		68-0574072
Arizona & California Railroad Company		4011		Delaware		35-2165912
Arizona Eastern Railway Company		4011		Arizona		94-3077445
California Northern Railroad Company		4011		Delaware		30-0066967
California Western Railroad, Inc.		4011		Arizona		94-2363389
Cascade and Columbia River Railroad Company		4011		Delaware		91-1734603
Central Oregon & Pacific Railroad, Inc.		4011		Delaware		93-1151074
Central Railroad Company of Indianapolis		4011		Indiana		35-1768799
Connecticut Southern Railroad, Inc.		4011		Delaware		03-0353222
Dakota Rail, Inc.		4011		South Dakota		46-0365527
Dallas, Garland & Northeastern Railroad, Inc.		4011		Delaware		74-2782740
Dallas, Garland & Northeastern Railroad, Inc.		4011		Texas		75-2410681
Eastern Alabama Railway, Inc.		4011		Alabama		63-1064122
Huron and Eastern Railway Company, Inc.		4011		Michigan		38-2655990
Indiana & Ohio Central Railroad, Inc.		4011		Delaware		74-2862103
Indiana & Ohio Rail Corp.		4011		Delaware		74-2862101
Indiana & Ohio Railway Company		4011		Delaware		74-2862012
Indiana Southern Railroad, Inc.		4011		Delaware		74-2932611
J.K. Line, Inc.		4011		Indiana		35-1791937
Kiamichi Holdings, Inc.		4011		Delaware		27-0012516
Kiamichi Railroad Company L.L.C		4011		Delaware		73-1481038
Kyle Railroad Company		4011		Kansas		94-2802283
Kyle Railways, Inc.		4011		Delaware		94-2279537
Mid-Michigan Railroad, Inc.		4011		Michigan		31-1224037
Missouri & Northern Arkansas Railroad Company, Inc.		4011		Kansas		43-1624703
New England Central Railroad, Inc.		4011		Delaware		03-0344030
New Orleans Lower Coast Railroad Company, Inc.		4011		Louisiana		72-1183692
New StatesRail Holdings, Inc.		4011		Delaware		46-0486784
North Carolina & Virginia Railroad Company, Inc.		4011		Virginia		74-2932608
Otter Tail Valley Railroad Company, Inc.		4011		Minnesota		41-1565408
Palm Beach Rail Holding, Inc.		4011		Delaware		65-0979476
ParkSierra Corp.		4011		Delaware		52-2353561
Plainview Terminal Company		4011		Texas		75-2622280
Prairie Holding Corporation		4011		Florida		59-2994998
Puget Sound & Pacific Railroad		4011		Delaware		32-0010360
Rail Operating Support Group, Inc.		4011		Delaware		65-0797247
RailAmerica Australia, Inc.		4011		Florida		65-0797248
RailAmerica Australia II, Inc.		4011		Delaware		41-2070883

	(Primary Standard		(State or Other
	Industrial		Jurisdiction of
(Exact name of Co-Registrants	Classification		Incorporation or		(I.R.S. Employer
as Specified in its Charter)	Number)		Organization)		Identification No.)
RailAmerica Equipment Corp.		4011		Delaware		65-0622013
RailAmerica Intermodal Services, Inc.		4011		Delaware		65-0553260
RailAmerica Switching Services, Inc.		4011		Delaware		68-0562187
Rail Line Holdings #1, Inc.		4011		Delaware		46-0486790
Rail Line Holdings #2, Inc.		4011		Delaware		46-0486787
RaiLink Acquisition, Inc.		4011		Delaware		65-1033741
Railroads of Hawaii, Inc.		4011		Hawaii		90-0153539
RailTex Acquisition Corp.		4011		Delaware		74-2877630
RailTex Distribution Services, Inc.		4011		Texas		74-2717791
RailTex, Inc.		4011		Texas		74-1948121
RailTex International Holdings, Inc.		4011		Delaware		74-2787728
RailTex Logistics, Inc.		4011		Delaware		74-2795200
Saginaw Valley Railway Company, Inc.		4011		Delaware		38-2779857
San Diego & Imperial Valley Railroad Company, Inc.		4011		California		74-2332456
San Joaquin Valley Railroad, Co.		4011		California		93-1073083
San Luis & Rio Grande Railroad, Inc.		4011		Delaware		45-0506498
San Pedro Trails, Inc.		4011		Arizona		42-1544984
South Carolina Central Railroad Company, Inc.		4011		South Carolina		57-0856173
South East Rail, Inc.		4011		Delaware		62-1583702
StatesRail, Inc.		4011		Delaware		52-2353564
StatesRail Equipment L.L.C.		4011		Delaware		73-1505165
StatesRail II Railroad Corp.		4011		Delaware		02-0530889
SWKR Operating Co., Inc.		4011		Arizona		86-0709066
The Central Railroad Company of Indiana		4011		Indiana		35-1824902
Toledo, Peoria & Western Railway Corp.		4011		Delaware		22-2959560
Ventura County Railroad Company		4011		Delaware		77-0495102
West Texas and Lubbock Railroad Company, Inc.		4011		Texas		75-2622278

      The address, including zip code and telephone number, including area code, of each of the Co-Registrants’ principal executive offices is 5300 Broken Sound Boulevard, N.W., Boca Raton, Florida 33487.

      The name, address, including zip code and telephone number, including area code, of the agent for service for each of the Co-Registrants is William G. Pagonis, Executive Chairman of the Board of RailAmerica, Inc., 5300 Broken Sound Boulevard, N.W., Boca Raton, Florida 33487.

PROSPECTUS

$400,000,000

Aggregate Amount

RailAmerica, Inc.

Common Stock

Debt Securities

Preferred Stock

Securities Warrants

Stock Purchase Contracts

Stock Purchase Units

RailAmerica Transportation Corp.

Debt Securities

    RailAmerica, Inc. may sell from time to time in one or more offerings:

    •  common stock;

    •  debt securities and guarantees of these debt securities, which guarantees are to be issued by one or more of RailAmerica’s subsidiaries to be identified when any guarantees are issued;

    •  preferred stock;

    •  warrants for common stock, debt securities or preferred stock;

    •  stock purchase contracts; and/or

    •  stock purchase units.

    In addition, RailAmerica Transportation Corp. may sell from time to time in one or more offerings debt securities and guarantees of these securities, which guarantees may be issued by one or more of RailAmerica Transportation’s subsidiaries or parent companies to be identified when any guarantees are issued.

    Debt securities and preferred stock may be convertible into debt securities, preferred stock or common stock.

    The total offering price of these securities being offered by RailAmerica and RailAmerica Transportation, in the aggregate, will not exceed $400,000,000. RailAmerica and/or RailAmerica Transportation may offer and sell the securities separately or together, in separate classes or series, in amounts, at prices and on terms to be determined at the time of sale and set forth in a supplement to this prospectus.

    This prospectus provides you with a general description of the securities. Each time RailAmerica and/or RailAmerica Transportation sells securities under this prospectus, RailAmerica and/or RailAmerica Transportation, as the case may be, will describe all remaining material terms of the applicable securities in a supplement to this prospectus. In addition, if we offer securities as units, all material terms of the units will be described in the applicable prospectus supplement. The supplement to this prospectus will also contain information, where appropriate, about the risk factors and U.S. federal income tax considerations relating to, and any listing on a securities exchange of, the securities being offered pursuant to that supplement.

    RailAmerica and RailAmerica Transportation may offer the securities from time to time through public or private transactions, directly or through underwriters, agents or dealers and in the case of RailAmerica’s common stock, on or off the New York Stock Exchange, at prevailing market prices or at privately negotiated prices. If any underwriters, agents or dealers are involved in the sale of any of these securities, the applicable prospectus supplement will set forth the names of the underwriter, agent or dealer and any applicable fees, commissions or discounts. The supplements to this prospectus will designate the terms of our plan of distribution. The discussion under the heading “Plan of Distribution” provides more information on this topic.

    If a prospectus supplement identifies selling stockholders, some of the shares of RailAmerica’s common stock may be offered by those selling stockholders.

    RailAmerica’s common stock trades on the New York Stock Exchange under the symbol “RRA.” On June 14, 2004, the closing sale price of one share of our common stock on the New York Stock Exchange was $13.17.

You should carefully consider the “Risk Factors” which may be included in any supplement, or which are incorporated by reference in this prospectus.

      Neither the SEC nor any state securities commission has determined whether this prospectus is truthful or complete. Nor have they made, nor will they make, any determination as to whether anyone should buy these securities. Any representation to the contrary is a criminal offense.

    This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

The date of this prospectus is June     , 2004.

TABLE OF CONTENTS

Indenture for RailAmerica

Indenture for RailAmerica Transportation

Opinion of Greenberg Traurig PA

Statements of Ratios of Earnings to Fixed Charges

Consent of PricewaterhouseCoopers LLP

Form T-1 for RailAmerica

Form T-1 for RailAmerica Transportation

     Prospective investors may rely only on the information contained in this prospectus. We have not authorized anyone to provide prospective investors with different or additional information. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or any sale of these securities.

TABLE OF CONTENTS

Important Information About This Prospectus	1
The Companies	1
Cautionary Note Regarding Forward-Looking Statements	4
Ratio of Earnings to Fixed Charges	4
Use of Proceeds	5
The Securities We May Offer	5
Description of Common Stock	5
Description of Debt Securities	8
Description of Preferred Stock	22
Description of Securities Warrants	24
Description of Stock Purchase Contracts and Stock Purchase Units	26
Plan of Distribution	26
Legal Matters	28
Experts	28
Where You Can Find More Information	28

IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

      This prospectus is part of a shelf registration statement that RailAmerica and RailAmerica Transportation filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. By using a shelf registration statement, RailAmerica and RailAmerica Transportation may sell, from time to time, any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $400 million. For further information about RailAmerica’s and RailAmerica Transportation’s business and the securities, you should refer to this registration statement, including the information incorporated by reference, and its exhibits.

      This prospectus only provides you with a general description of the securities RailAmerica and/or RailAmerica Transportation may offer. Each time RailAmerica and/or RailAmerica Transportation sell securities, RailAmerica and/or RailAmerica Transportation will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. Before purchasing any securities, you should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” on page 28.

      You should rely only on the information contained or incorporated by reference in this prospectus and the prospectus supplement. Neither RailAmerica nor RailAmerica Transportation has authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus and the prospectus supplement may only be used where it is legal to offer the securities. The information in this prospectus is accurate only as of the date on the front cover of this prospectus. RailAmerica’s and RailAmerica Transportation’s business, financial condition, results of operations and prospects may have changed since that date.

      This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

THE COMPANIES

      This summary highlights selected information and does not contain all the information that is important to you. We urge you to read the entire prospectus and the documents we have referred you to in “Where You Can Find More Information” on page 28 for more information about our company and our financial statements. You should pay special attention to the risks of investing in our securities discussed under “Risk Factors” which may be included in any supplement to this prospectus or which are incorporated by reference in this prospectus. Except where the context otherwise requires, the terms “we,” “us,” “our” and “RailAmerica” refer to the business of RailAmerica, Inc. and its consolidated subsidiaries, including RailAmerica Transportation, while the term “RailAmerica Transportation” refers to the business of RailAmerica Transportation and its consolidated subsidiaries. RailAmerica, Inc. is the ultimate parent of RailAmerica Transportation Corp. See “Corporate Structure Chart” on page 3. All dollar amounts are expressed in U.S. dollars unless otherwise indicated.

Our Business

      We are the largest owner and operator of short line freight railroads in North America and a leading owner and operator of regional freight railroads in Australia. As of March 31, 2004, we operated a diversified portfolio of 47 railroads with approximately 11,900 miles of track located in the United States, Canada and Australia. Through our diversified portfolio of rail lines, we operate in numerous geographic regions with varying concentrations of commodities hauled. We believe individual economic and seasonal cycles in each region may partially offset each other.

Our North American Operations

      As of March 31, 2004, we operated 46 rail properties in North America of which 45 are short line railroads that provide transportation services for both on-line customers and Class I railroads which interchange with our rail lines. Short line railroads are typically less than 350 miles long, serve a particular class of customers in a small geographic area and interchange with Class I railroads. Short line rail operators primarily serve customers on their line by transporting products to and from the Class I

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interchanges. Each of our North American rail lines is typically the only rail carrier directly serving its customers. The ability to haul heavy and large quantities of freight as part of a long-distance haul makes rail services generally a more effective, lower-cost alternative to other modes of transportation, including motor carriers. In addition to our 46 shortline railroads, we operate one tourist railroad.

      United States. As of March 31, 2004, we operated 37 short line rail properties and one tourist railroad in the United States with approximately 6,900 miles of track. Our United States properties are geographically diversified and operate in 27 states. We have clusters of rail properties in the southeastern, southwestern, midwestern, Great Lakes, New England and Pacific Coast regions of the United States. We believe that this cluster strategy provides economies of scale and helps us achieve operational efficiencies.

      Canada. As of March 31, 2004, we owned, leased and operated eight short line rail properties in Canada with approximately 1,800 miles of track. Our Canadian properties are geographically diversified and operate in five provinces and the Northwest Territories.

Our International Operations

Australia

      In Australia, we own Freight Australia, a regional freight railroad operating in and around the State of Victoria. Freight Australia operates over 3,150 miles of track under a 45-year lease from the State of Victoria. In March 2004, we entered into an agreement to sell Freight Australia for AUD$285.0 million or approximately US$214.0 million based on the exchange rate on the date of the agreement. The completion of this sale is subject to satisfaction of certain closing conditions, including government approval. Freight Australia’s results of operations have been reclassified to discontinued operations on our consolidated statements of income.

Chile

      In February, 2004, we completed the sale of our 55% equity interest in Ferronor, a Chilean railroad, for $18.1 million, consisting of $10.8 million of cash, a secured instrument for $5.7 million due June 2010 and a secured instrument from Ferronor for $1.7 million due February 2007, both bearing interest at LIBOR plus 3%. Accordingly, Ferronor’s results of operations have been reclassified to discontinued operations on our consolidated financial statements.

Our Business Strategy

      Our strategy is to expand our position as a leading owner and operator of short line and regional railroads. Key elements of this strategy include:

      Increase revenue through focused marketing efforts and reliable rail service. We will continue to focus on increasing traffic in each of our markets by aggressively marketing our customer service to our customers and bolstering our sales efforts. In many cases, we believe customer service and sales and marketing at railroads that we have acquired have been neglected by the previous owners. We purchased a number of our rail lines from Class I railroads. Due to the size of the Class I railroads and their concentration on long-haul traffic, we believe the Class I operators typically have not effectively marketed these branch line operations.

      Reduce debt to equity ratio. At March 31, 2004, our net debt to total capitalization was 58.2%. We intend to reduce this percentage through the sale of our international railroads, retention of earnings and generation of cash flow.

      Continue to grow through selective acquisitions. We seek acquisition candidates that enable us to form geographic clusters of short lines, thereby affording economies of scale as well as marketing and operating synergies. We also seek properties where operating efficiencies can be realized from professional management techniques and asset rationalization, thereby enabling the target railroad to reduce operating costs and improve service.

      Our acquisition opportunities in North America generally come from three sources. First, certain Class I railroads have stated an intent to sell certain branch lines over the next several years. We believe,

2

based on our strong operating performance and relationships with the Class I railroads, we are a logical choice to acquire some of these properties. Second, as the short line industry itself continues to consolidate, we believe we are in a good position to acquire other short lines or groups of short lines because of our industry reputation, demonstrated access to capital, breadth of geographic coverage and ability to efficiently evaluate and negotiate prospective transactions. Third, as industrial companies divest of their railroad operations we believe our cost-effective and customer oriented approach makes us a strong candidate to acquire some of these railroads.

Corporate Information

      Both RailAmerica and RailAmerica Transportation Corp. are Delaware corporations with their principal executive offices located at 5300 Broken Sound Boulevard, N.W., Boca Raton, Florida 33487. Our telephone number is (561) 994-6015 and our facsimile number is (561) 994-4629. Our website is located at www.railamerica.com. Information appearing in our website is not and shall not be deemed to be incorporated in this prospectus.

CORPORATE STRUCTURE CHART

      The following chart sets forth the relevant portion of our corporate organization. This chart is not complete and is presented solely for your convenience.

*  We are currently in the process of selling this interest.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus, including documents incorporated by reference, contains some forward-looking statements, within the meaning of federal securities laws, about our financial condition, results of operations and business. You can find many of these statements by looking for words like “will,” “should,” “believes,” “expects,” “project,” “could,” “anticipates,” “estimates,” “intends,” “may,” “pro forma” or similar expressions used in this prospectus. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results or performance to be materially different from any future results or performance expressed or implied by the forward-looking statements. The risks and uncertainties include those risks and uncertainties identified in our filings with the SEC. These factors include, but are not limited to, the following:

•  our level of leverage;

•  our ability to meet our debt service obligations;

•  the restrictions imposed upon us by the indenture governing our senior subordinated notes and by our senior credit facilities;

•  our relationships with Class I railroads;

•  our ability to find suitable acquisition opportunities and to finance and complete acquisitions and integrate acquired businesses; and

•  our ability to complete the sale of Freight Australia.

      You should also carefully consider any other factors contained or incorporated by reference in this prospectus or in any accompanying supplement. Because these forward-looking statements are subject to risks and uncertainties, we caution you not to place undue reliance on these statements, which speak only as of the date of this prospectus. We do not undertake any responsibility to review or confirm analysts’ expectations or estimates or to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this prospectus. Additionally, we do not undertake any responsibility to update you on the occurrence of unanticipated events which may cause actual results to differ from those expressed or implied by these forward-looking statements.

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERENCE DIVIDENDS

      The following table shows RailAmerica’s ratio of earnings to fixed charges and preference dividends on a historical basis for the periods indicated.

												Three Months
	Year Ended December 31,											Ended
												March 31,
	1999		2000			2001		2002		2003		2004
Ratio of earnings to fixed charges		1.21		—	(a)		1.14		1.07		1.84		1.60
Ratio of earnings to combined fixed charges and preference dividends		1.16		—	(b)		1.13		1.07		1.84		1.60

(a)	Due to our loss in 2000, the ratio coverage was less than 1:1. The fixed charges exceeded earnings by $7.4 million.
(b)	Due to our loss in 2000, the ratio coverage was less than 1:1. The fixed charges and preference dividends exceeded earnings by $8.3 million.

      The ratio of earnings to fixed charges and the ratio of earnings to preferred dividends have been computed on a consolidated basis. Earnings consists of the sum of income from continuing operations before income taxes, fixed charges and amortization of capitalized interest, minus interest capitalized. Preference dividends consists of income from continuing operations before income taxes that is required to pay dividends on outstanding preference securities. Fixed charges consists of the sum of interest expensed and capitalized, amortized premiums, discounts and capitalized expenses relating to indebtedness and an estimate of the interest within rental expense.

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USE OF PROCEEDS

      Unless otherwise specified in the applicable prospectus supplement, the net proceeds from the sale of the securities offered by this prospectus will be used for general corporate purposes, including repayment of existing indebtedness under our senior credit facility and senior subordinated notes, working capital, capital expenditures, acquisitions and stock repurchase programs. Additional information on the use of net proceeds from the sale of offered securities, including any specific allocation to a specific purpose, will be determined at the time of the particular offering and be described in the prospectus supplement relating to those securities.

THE SECURITIES WE MAY OFFER

      RailAmerica may sell from time to time, in one or more offerings, common stock, debt securities, preferred stock, warrants to purchase common stock, debt securities or preferred stock, stock purchase contracts and/or stock purchase units, and RailAmerica Transportation may sell from time to time, in one or more offerings, debt securities, all in a dollar amount that does not exceed, in the aggregate, $400 million. This prospectus contains only a summary of the securities RailAmerica and/or RailAmerica Transportation may offer. The specific terms of any securities actually offered for sale, together with the terms of that offering, the initial price and the net proceeds to RailAmerica and/or RailAmerica Transportation from the sale of these securities, will be set forth in an accompanying prospectus supplement. That prospectus supplement also will contain information, where applicable, about material United States federal income tax considerations relating to the securities, and the securities exchange, if any, on which the securities will be listed. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.

DESCRIPTION OF COMMON STOCK

      This section describes the general terms of RailAmerica’s common stock. A prospectus supplement may provide information that is different from this prospectus. If the information in the prospectus supplement with respect to RailAmerica’s common stock being offered differs from this prospectus, you should rely on the information in the prospectus supplement. A copy of RailAmerica’s certificate of incorporation has been incorporated by reference from RailAmerica’s filings with the SEC as an exhibit to the registration statement. RailAmerica’s common stock and the rights of the holders of RailAmerica’s common stock are subject to the applicable provisions of the Delaware General Corporation Law, RailAmerica’s certificate of incorporation, the rights of the holders of RailAmerica’s preferred stock, if any, as well as some of the terms of our senior credit facility and the indenture governing our outstanding senior subordinated notes. RailAmerica’s certificate of incorporation authorizes 60,000,000 shares of common stock, $.001 par value. As of March 31, 2004, there were 33,398,631 shares of common stock outstanding. The following description of RailAmerica’s common stock, and any description of RailAmerica’s common stock in a prospectus supplement, may not be complete and is subject to, and qualified in its entirety by reference to, the Delaware General Corporation Law and the actual terms and provisions contained in RailAmerica’s certificate of incorporation and bylaws, each as amended from time to time.

Dividends

      The holders of RailAmerica’s common stock are entitled to receive ratably any dividends declared by RailAmerica’s board of directors out of funds legally available therefor, when and if so declared, subject to any preference in favor of outstanding shares of RailAmerica’s preferred stock, if any. The payment of dividends, if any, rests within the discretion of RailAmerica’s board of directors and will depend upon our results of operations, financial condition and capital expenditure plans, as well as other factors considered relevant by RailAmerica’s board of directors. In addition, RailAmerica’s ability to declare and pay dividends in cash is restricted by the terms of our senior credit facility and the indenture governing our outstanding senior subordinated notes.

5

Voting Rights

      The holders of RailAmerica’s common stock are entitled to one vote per share of record on all matters to be voted upon by stockholders and to vote together as a single class for the election of directors and in respect of other corporate matters. At a meeting of stockholders at which a quorum is present, for all matters other than the election of directors, a majority of the votes cast decides all questions, unless the matter is one upon which a different vote is required by express provision of law or RailAmerica’s certificate of incorporation or bylaws. Directors will be elected by a plurality of the votes of the shares present at a meeting. There is no cumulative voting with respect to the election of directors or any other matter.

Liquidation and Other Rights

      The holders of RailAmerica’s common stock have no preemptive rights and have no rights to convert their common stock into any other securities. Subject to the rights of holders of RailAmerica’s preferred stock, if any, in the event of a liquidation, dissolution or winding up of RailAmerica, holders of RailAmerica’s common stock are entitled to participate equally and ratably in all assets remaining after payment of liabilities and distribution of any preferential amount.

Warrants

      In August 1999, RailAmerica issued warrants to purchase an aggregate of 676,363 shares of RailAmerica’s common stock in connection with a private offering of $22.5 million principal amount of RailAmerica’s junior convertible subordinated debentures. The warrants are exercisable during the five-year period ending August 5, 2004 at an exercise price of $10.50 per share, subject to adjustment under selected circumstances. As of March 31, 2004, 483,150 of these warrants are outstanding.

      On November 30, 1999, RailAmerica became obligated to issue to Barclays Bank PLC warrants to purchase 50,000 shares of RailAmerica’s common stock at an exercise price of $7.875. These warrants are exercisable during the five year period ending November 30, 2004.

      In August 2000, RailAmerica issued warrants exercisable to purchase 1,411,414 shares of RailAmerica’s common stock at an exercise price of $6.60 during the period ending August 15, 2010 in connection with a private placement of units consisting of warrants and senior subordinated notes in an aggregate principal amount equal to $130 million.

      The exercise prices may be adjusted under selected circumstances.

Junior Convertible Subordinated Debentures

      In August 1999, RailAmerica’s issued $22.5 million aggregate principal amount of RailAmerica’s junior convertible subordinated debentures. Interest on the debentures accrues at the rate of 6% per annum and is payable semi-annually, commencing January 31, 2000. The debentures are convertible, at the option of the holder, into shares of RailAmerica’s common stock equal to the aggregate principal amount plus accrued and unpaid interest of the debentures being converted divided by $10.00, subject to adjustment in selected circumstances. The debentures mature on July 31, 2004, are general unsecured obligations and rank subordinate in right of payment to all senior indebtedness (as the term is defined in the debentures). At RailAmerica’s option, the debentures may be redeemed at par (plus accrued but unpaid interest thereon to the date of redemption), in whole or in part, if the closing price of RailAmerica’s common stock is above 200% of the conversion price for 10 consecutive trading days. As of March 31, 2004, debentures in an aggregate principal amount equal to $13.7 million were outstanding.

Provisions with Possible Antitakeover Effect

      Selected provisions of Delaware law and of RailAmerica’s certificate of incorporation, summarized in the following paragraph, may be considered to have an anti-takeover effect and may delay, deter or prevent a tender offer, proxy contest or other takeover attempt that a stockholder might consider to be in his best interest, including attempts that may result in payment of a premium over the market price for shares held by stockholders. These provisions may also have the effect of rendering changes in the board of directors

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and management of RailAmerica more difficult. Any discouraging effect upon takeover attempts could potentially depress the market price of RailAmerica’s common stock or inhibit temporary fluctuations in the market price of RailAmerica’s common stock that otherwise could result from actual or rumored takeover attempts.

      Delaware Anti-Takeover Law. RailAmerica is a Delaware corporation and is subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an “interested stockholder” (defined generally as a person owning 15% more of a corporation’s outstanding voting stock) from engaging in a “business combination” with certain Delaware corporations for three years following the date that person became an interested stockholder unless (1) the corporation has elected in its certificate of incorporation not to be governed by Section 203 (RailAmerica has made this election); (2) before that person became an interested stockholder, the board of directors of the corporation approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination; (3) upon consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding stock held by directors who are also officers of the corporation and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held subject to the plan will be voted or tendered in a tender or exchange offer); or (4) following the transaction in which that person became an interested stockholder, the business combination is approved by the board of directors of the corporation and authorized at a meeting of stockholders by the affirmative vote of the holders of two-thirds of the outstanding voting stock of the corporation not owned by the interested stockholder. The restrictions in Section 203 also do not apply to some business combinations proposed by an interested stockholder following the announcement or notification of an extraordinary transaction involving the corporation and a person who had not been an interested stockholder during the previous three years or a person who became an interested stockholder with the approval of a majority of the corporation’s directors. The term “business combination” is defined generally to include mergers or consolidations between a Delaware corporation and an “interested stockholder,” transactions with an “interested stockholder” involving the assets or stock of the corporation or its majority-owned subsidiaries and transactions which increase an interested stockholder’s percentage ownership of stock.

      Rights Plan. In January 1998, RailAmerica implemented a common stock purchase rights plan and distributed one right for each share of RailAmerica’s common stock outstanding. Each right has an initial exercise price of $36 for one share of RailAmerica’s common stock. The rights are not exercisable or transferable, apart from RailAmerica’s common stock, until after a person or group acquires, or has the right to acquire, beneficial ownership of 15% (except in specific instances) or more of RailAmerica’s common stock (which threshold may, under some circumstances, be reduced to 10%) or announces a tender or exchange offer to acquire 15% or more of RailAmerica’s common stock. Upon this occurrence, each right, other than rights owned by the person or group, will entitle the holder to purchase from RailAmerica, or the particular acquiring person or group under some circumstances and conditions, the number of shares of RailAmerica’s, or, the person’s or group’s, common stock having a market value equal to twice the exercise price of the right. The rights are redeemable by RailAmerica’s board of directors under circumstances set forth in the rights agreement. The rights plan could have the effect of making it more difficult for a third party to acquire, or discourage a third party from attempting to acquire, control of RailAmerica without negotiating with RailAmerica’s board of directors.

Transfer Agent and Registrar

      The transfer agent and registrar for RailAmerica’s common stock is American Stock Transfer and Trust Company. RailAmerica’s common stock is listed on the New York Stock Exchange under the ticker symbol “RRA.”

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DESCRIPTION OF DEBT SECURITIES

General

      RailAmerica may issue debt securities under an indenture between us and a U.S. banking institution, as the indenture trustee and RailAmerica Transportation may issue debt securities under an indenture between it and a U.S. banking institution. Each indenture will be subject to, and governed by, the Trust Indenture Act of 1939, as amended, and we or RailAmerica Transportation may supplement the indentures from time to time after we and RailAmerica Transportation execute them.

      This prospectus summarizes what we believe to be the material provisions of the indentures and the debt securities that we and RailAmerica Transportation may issue under the indentures. This summary is not complete and may not describe all of the provisions of the indentures or of any of the debt securities that might be important to you. For additional information, you should carefully read the forms of indenture that are incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part.

      When we or RailAmerica Transportation offer to sell a particular series of debt securities, we or RailAmerica Transportation will describe the specific terms of those debt securities in a supplement to this prospectus. We or RailAmerica Transportation will also indicate in the supplement whether the general terms in this prospectus apply to a particular series of debt securities. Accordingly, for a description of the terms of a particular issue of debt securities, you should carefully read both this prospectus and the applicable supplement.

      In the summary below, we have included references to the section numbers of the indentures so that you can easily locate the related provisions in the indentures for additional detail. You should also refer to the applicable indenture for the definitions of any capitalized terms that we use below but do not describe in this prospectus. When we refer to particular sections of the indentures or to defined terms in the indentures, we intend to incorporate by reference those sections and defined terms into this prospectus.

Terms

      The debt securities will be our or RailAmerica Transportation’s direct obligations. The amount of debt securities we and RailAmerica Transportation offer under this prospectus will be limited to the amount described on the cover of this prospectus. We or RailAmerica Transportation may issue the debt securities, from time to time and in one or more series, as our board of directors or the board of directors of RailAmerica Transportation may establish by resolution, or as we or RailAmerica Transportation may establish in one or more supplemental indentures. We or RailAmerica Transportation may issue debt securities with terms different from those of debt securities that we or RailAmerica Transportation have previously issued (Section 301).

      Both indentures provide that there may be more than one trustee under the indenture, each with respect to one or more series of debt securities. Any trustee under either of the indentures may resign or be removed with respect to one or more series of debt securities, and a successor trustee may be appointed to act with respect to that series (Section 608). If two or more persons act as trustee with respect to different series of debt securities, each trustee shall be a trustee of a trust under that indenture separate and apart from the trust administered by any other trustee (Sections 101 and 609). Except as otherwise indicated in this prospectus, each trustee may take any action described in this prospectus only with respect to the one or more series of debt securities for which it is trustee under the applicable indenture.

      You should refer to the applicable supplement to this prospectus relating to a particular series of debt securities for the specific terms of the debt securities, including, but not limited to:

•  the identity of the issuer of the debt securities;

•  the title of the debt securities, whether the debt securities will be guaranteed and the identity of the guarantor or guarantors, if any;

•  the total principal amount of the debt securities and any limit on the total principal amount;

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•  the price, expressed as a percentage of the principal amount of the debt securities, at which we or RailAmerica Transportation will issue the debt securities and any portion of the principal amount payable upon acceleration of the debt securities;

•  the terms, if any, by which holders of the debt securities may convert or exchange the debt securities for our common stock, our preferred stock, or any of our other securities or property or securities or property of RailAmerica Transportation;

•  if the debt securities are convertible or exchangeable, any limitations on the ownership or transferability of the securities or property into which holders may convert or exchange the debt securities;

•  the date or dates, or the method for determining the date or dates, on which we or RailAmerica Transportation will be obligated to pay the principal of the debt securities and the amount of principal we or RailAmerica Transportation will be obligated to pay;

•  the rate or rates, which may be fixed or variable, at which the debt securities of the series will bear interest, if any, or the method by which the rate or rates will be determined;

•  whether the debt securities rank as senior, senior subordinated or subordinated or any combination thereof and the terms of any subordination;

•  the date or dates, or the method for determining the date or dates, from which any interest will accrue on the debt securities, the dates on which we or RailAmerica Transportation will be obligated to pay any interest, the regular record dates, if any, for the interest payments, or the method by which the dates will be determined, the persons to whom we or RailAmerica Transportation will be obligated to pay interest, and the basis upon which interest will be calculated, if other than that of a 360-day year consisting of twelve 30-day months;

•  the place or places where the principal of, and any premium, interest or Additional Amounts on, the debt securities will be payable, where the holders of the debt securities may surrender their debt securities for conversion, transfer or exchange, and where the holders may serve notices or demands to us or RailAmerica Transportation in respect of the debt securities and the indenture (Section 101);

•  whether the debt securities will be in registered or bearer form, and the terms and conditions relating to the form, and, if in registered form, the denominations in which we or RailAmerica Transportation will issue the debt securities if other than $1,000 or a multiple of $1,000 and, if in bearer form, the denominations in which we or RailAmerica Transportation will issue the debt securities if other than $5,000;

•  the identity of the trustee of the debt securities of the series and, if other than the trustee, the identity of each security registrar and/or paying agent for debt securities of the series;

•  the period or periods during which, the price or prices, including any premium at which, the currency or currencies in which, and the other terms and conditions upon which, we or RailAmerica Transportation may redeem the debt securities, at our or RailAmerica Transportation’s option, if we or RailAmerica Transportation have an option;

•  any obligation that we or RailAmerica Transportation have to redeem, repay or purchase debt securities under any sinking fund or similar provision or at the option of a holder of debt securities, and the terms and conditions upon which we or RailAmerica Transportation will redeem, repay or purchase all or a portion of the debt securities under that obligation;

•  the currency or currencies in which we or RailAmerica Transportation will sell the debt securities and in which the debt securities will be denominated and payable;

•  whether the amount of payment of principal of, and any premium or interest on, the debt securities of the series may be determined with reference to an index, formula or other method and the manner in which the amounts will be determined;

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•  whether the principal of, and any premium, Additional Amounts or interest on, the debt securities of the series are to be payable, at our or RailAmerica Transportation’s election or at the election of a holder of the debt securities, in a currency or currencies other than that in which the debt securities are denominated or stated to be payable, the period or periods during which, and the terms and conditions upon which, this election may be made, and the time and manner of, and identity of the exchange rate agent responsible for, determining the exchange rate between the currency or currencies in which the debt securities are denominated or stated to be payable and the currency or currencies in which the debt securities will be payable;

•  any provisions granting special rights to the holders of the debt securities of the series at the occurrence of named events;

•  any additions to, modifications of or deletions from the terms of the debt securities with respect to the events of default or covenants contained in the indenture;

•  whether the debt securities of the series will be issued in certificated or book-entry form and the related terms and conditions, including whether any debt securities will be issued in temporary and/or permanent global form, and if so, whether the owners of interests in any permanent global debt security may exchange those interests for debt securities of that series and of like tenor of any authorized form and denomination and the circumstances under which any exchanges may occur, if other than in the manner provided in the indenture (Section 305), and, if debt securities of or within the series are to be issuable as a global debt security, the identity of the depositary for such series;

•  the date as of which any Bearer Securities, and/or temporary global debt security representing outstanding securities of or within the series will be dated if other than the date of original issuance of the first debt security of the series to be issued (Section 101);

•  if the debt securities will be issued in definitive form only upon our receipt, RailAmerica Transportation’s receipt, or the trustee’s receipt, of certificates or other documents, or upon the satisfaction of conditions, a description of those certificates, documents or conditions;

•  if the debt securities will be issued upon the exercise of debt warrants, the time, manner and place for the debt securities to be authenticated and delivered;

•  the applicability, if any, of the defeasance and covenant defeasance provisions of the indenture, as described below under “— Discharge, Defeasance and Covenant Defeasance”;

•  any applicable United States federal income tax consequences, including whether and under what circumstances we or RailAmerica Transportation will pay any Additional Amounts, as contemplated in the indenture on the debt securities, to any holder who is not a United States person in respect of any tax, assessment or governmental charge withheld or deducted and, if we or RailAmerica Transportation will pay Additional Amounts, whether, and on what terms, we or RailAmerica Transportation will have the option to redeem the debt securities in lieu of paying the Additional Amounts;

•  the provisions, if any, relating to any security provided for the debt securities of the series;

•  any other covenant or warranty included for the benefit of the debt securities of the series;

•  any proposed listing of the debt securities on any securities exchange or market; and

•  any other terms of the debt securities or of any guarantees issued in connection with the debt securities not inconsistent with the provisions of the indenture (Section 301).

      The debt securities may provide for less than their entire principal amount to be payable if we or RailAmerica Transportation accelerate their maturity as a result of the occurrence and continuation of an event of default (Section 502). If this is the case, the debt securities would have what is referred to as “original issue discount.” Any special United States federal income tax, accounting and other considerations applicable to original issue discount securities will be described in the applicable prospectus supplement.

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      We or RailAmerica Transportation may issue debt securities from time to time, with the principal amount payable on any principal payment date, or the amount of interest payable on any interest payment date, to be determined by reference to one or more currencies or currency exchange rates, commodity prices, equity indices or other factors. Holders of debt securities with these features may receive a principal amount on any principal payment date, or a payment of interest on any interest payment date, that is greater than or less than the amount of principal or interest otherwise payable on the applicable dates, depending upon the value on those dates of the applicable currencies or currency exchange rates, commodity prices, equity indices or other factors.

      Information as to the methods for determining the amount of principal or interest payable on any date, the currencies or currency exchange rates, commodity prices, equity indices or other factors to which the amount payable on that date is linked and additional tax considerations will be included in the applicable prospectus supplement. All debt securities of any one series will be substantially identical, except as to denomination and except as may otherwise be provided by a resolution of our board of directors or the board of directors of RailAmerica Transportation or in any supplement to the applicable indenture. We and RailAmerica Transportation are not required to issue all of the debt securities of a series at the same time, and, unless otherwise provided in the applicable indenture or applicable supplement, we or RailAmerica Transportation, as the case may be, may re-open a series without the consent of the holders of the debt securities of that series to issue additional debt securities of that series.

      The indentures do not contain any provisions that limit our or RailAmerica Transportation’s ability to incur indebtedness or that would protect holders of debt securities in the event we or RailAmerica Transportation become a party to a highly-leveraged or similar transaction in which we or RailAmerica Transportation would incur or acquire a large amount of additional debt; however, these provisions may appear in the applicable prospectus supplement. However, there are provisions of our charter and bylaws which may prevent or hinder a change of control. You should refer to the applicable prospectus supplement for information regarding any deletions from, modifications of, or additions to the events of default or covenants that are described below, including any addition of a covenant or other provision providing event risk or similar protection.

Guarantees

      Debt securities may be issued and unconditionally and irrevocably guaranteed by us or certain of our subsidiaries that are listed as guarantors in the applicable supplement to this prospectus. Any guarantee would cover the timely payment of the principal of, and any premium, interest or sinking fund payments on, the debt securities, whether we or RailAmerica Transportation make the payment at a maturity date, as a result of acceleration or redemption, or otherwise. We or RailAmerica Transportation will more fully describe the existence and terms of any guarantee of any of our or RailAmerica Transportation’s debt securities by us or our subsidiaries in the prospectus supplement relating to those debt securities.

Denominations, Interest, Registration and Transfer

      Unless the applicable prospectus supplement states otherwise, any debt securities of any series that we or RailAmerica Transportation issue in registered form will be issued in denominations of $1,000 and multiples of $1,000, and debt securities of any series that we or RailAmerica Transportation issue in bearer form will be issued in denominations of $5,000 (Section 302).

      Unless the applicable prospectus supplement states otherwise, the principal of, and any premium, or interest on, any series of debt securities will be payable in the currency designated in the prospectus supplement at the corporate trust office of the trustee, initially JPMorgan Chase Bank, 4 New York Plaza, New York, New York 10004. At our or RailAmerica Transportation’s option, however, payment of interest may be made by check mailed to the address of the person entitled to the interest payment as it appears in the security register for the series or by wire transfer of funds to that person at an account maintained within the United States (Sections 301, 305, 307 and 1002). We or RailAmerica Transportation may at any time designate additional paying agents or rescind designation of any paying agents or approve a change in the office through which any paying agent acts, except that we or RailAmerica Transportation will be required to maintain a paying agent in each place of payment for any

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series. All monies that we or RailAmerica Transportation pay to a paying agent for the payment of any principal of, or any premium, interest or Additional Amounts on, any debt security which remains unclaimed at the end of two years after that payment became due and payable will be repaid to us or RailAmerica Transportation, as applicable. After that time, the holder of the debt security will be able to look only to us or RailAmerica Transportation for payment, as applicable (Section 1003).

      Any interest that we or RailAmerica Transportation do not punctually pay on any interest payment date with respect to a debt security will cease to be payable to the holder on the applicable regular record date and may either:

•  be paid to the holder at the close of business on a Special Record Date for the payment of defaulted interest, to be determined by the trustee, (Sections 101 and 307); or

•  be paid at any time in any other lawful manner, as more fully described in the indenture.

      Subject to certain limitations imposed upon debt securities issued in book-entry form, debt securities of any series will be exchangeable for other debt securities of the same series and of the same total principal amount and authorized denomination upon the surrender of the debt securities at the corporate trust office of the trustee. In addition, subject to certain limitations imposed upon debt securities issued in book-entry form, the debt securities of any series may be surrendered for conversion, transfer or exchange at the corporate trust office of the trustee. Every debt security surrendered for conversion, transfer or exchange must be duly endorsed or accompanied by a written instrument of transfer. There will be no service charge for any transfer or exchange of any debt securities, but we or RailAmerica Transportation may require holders to pay any tax or other governmental charge payable in connection with the transfer or exchange (Section 305).

      If the applicable prospectus supplement refers to us or RailAmerica Transportation designating any transfer agent for any series of debt securities, in addition to the trustee, we or RailAmerica Transportation may at any time remove the transfer agent or approve a change in the location at which the transfer agent acts, except that we or RailAmerica Transportation will be required to maintain a transfer agent in each place of payment for any series of debt securities. We or RailAmerica Transportation may at any time designate additional transfer agents with respect to any series of debt securities (Section 1002).

      Neither we, RailAmerica Transportation nor any trustee will be required to do any of the following:

•  issue, register the transfer of or exchange debt securities of any series during a period beginning at the opening of business 15 days before there is a selection of debt securities of that series to be redeemed and ending at the close of business on the day of mailing or publication of the relevant notice of redemption;

•  register the transfer of or exchange any debt security, or portion thereof, called for redemption, except the unredeemed portion of any debt security being only partially redeemed;

•  exchange any debt security in bearer form that is selected for redemption, except that a debt security in bearer form may be exchanged for a debt security in registered form of that series and like denomination, provided that the debt security in registered form must be simultaneously surrendered for redemption; or

•  issue or register the transfer or exchange of any debt security that has been surrendered for repayment at the option of the holder, except the portion, if any, of the debt security that will not be partially or entirely repaid (Section 305).

Global Debt Securities

      The debt securities of a series may be issued in the form of one or more fully registered global securities that will be deposited with a depositary or with a custodian for a depositary identified in the prospectus supplement relating to the series and registered in the name of the depositary or its nominee. In this case, we or RailAmerica Transportation will issue one or more global securities in a denomination or total denominations equal to the portion of the total principal amount of outstanding registered debt securities of the series to be represented by the global security or securities. We and RailAmerica

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Transportation expect that any global securities issued in the United States would be deposited with The Depository Trust Company, as depositary or its custodian. We and RailAmerica Transportation may issue any global securities in fully registered form on a temporary or permanent basis. Unless and until a global security is exchanged for debt securities in definitive registered form, a permanent global security may not be transferred except as a whole by the depositary to its nominee or by a nominee to the depositary or another nominee, or by the depositary or its nominee to a successor of the depositary or the successor depositary’s nominee.

      The specific terms of the depositary arrangement with respect to any series of debt securities to be represented by a registered global security will be described in the applicable prospectus supplement. We and RailAmerica Transportation anticipate that the following provisions will apply to depositary arrangements.

      Ownership of beneficial interests in a global security will be limited to persons that have accounts with, or are participants of, the depositary for the registered global security, or persons that may hold interests through participants. When we or RailAmerica Transportation issue a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal amounts of the debt securities represented by the global security owned by those participants. The accounts to be credited will be designated by any dealers, underwriters or agents participating in an offering of the debt securities, or by us, RailAmerica Transportation or the trustee if we or RailAmerica Transportation are directly offering the debt securities. The participants’ ownership, and any transfer, of a registered global security will be shown on records maintained by the depositary, and ownership of persons who hold debt securities through participants will be reflected on the records of the participants. State and federal laws may impair a person’s ability to own, transfer or pledge interests in a registered global securities.

      So long as the depositary or its nominee is the registered owner of the global security, the depositary or its nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the global security for all purposes under the applicable indenture. Except as set forth below, owners of beneficial interests in a global security will not be entitled to have the debt securities represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the debt securities in definitive form, and will not be considered the owners or holders of the debt securities under the applicable indenture. Accordingly, each person owning a beneficial interest in a registered global security must rely on the depositary’s procedures and, if that person is not a participant, on the procedures of the participant through which that person owns its interest, to exercise any rights of a holder under the indenture. We and RailAmerica Transportation understand that under existing industry practices, if we or RailAmerica Transportation request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action which a holder is entitled to give or take under the indenture, the depositary would authorize the participants holding the relevant beneficial interests to give or take the action, and the participants would authorize beneficial owners owning through those participants to give or take the action or would otherwise act upon the instructions of beneficial owners holding through them.

      Payments of principal of, and any premium, interest or Additional Amounts on, a registered global security will be made to the depositary or its nominee, as the case may be, as the registered owners of the global security. Neither we, RailAmerica Transportation, the trustee, the paying agent nor the registrar, nor any other agent of ours, RailAmerica Transportation’s or of the trustee, will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the global security or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

      We and RailAmerica Transportation expect that once the depositary receives any payment of principal of, any premium, interest or Additional Amount on, a registered global security, the depositary will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the global security, as shown on the records of the depositary. We and RailAmerica Transportation also expect that payments by participants to owners of beneficial interests in the registered

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global security held through the participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of the participants.

      If the depositary is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency under the Securities Exchange Act of 1934, as amended, and we or RailAmerica Transportation, as applicable, do not appoint a successor depositary within 90 days, we or RailAmerica Transportation will issue debt securities in definitive form in exchange for the registered global security. In addition, we or RailAmerica Transportation may at any time and in our or RailAmerica Transportation’s sole discretion, to the extent permitted by the depositary, decide not to have any of the debt securities of a series represented by one or more global securities and, in such event, we or RailAmerica Transportation, as applicable, will issue debt securities in definitive form in exchange for all of the global security or securities representing the debt securities. We or RailAmerica Transportation will register any debt securities issued in definitive form in exchange for a global security in the name or names that the depositary provides to the trustee. We and RailAmerica Transportation expect that those names will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in the global security.

      Debt securities in bearer form may also be issued in the form of one or more global securities that will be deposited with a common depositary for Euroclear and Clearstream, or with a nominee for the depositary identified in the applicable prospectus supplement. We or RailAmerica Transportation will describe in the applicable prospectus supplement the specific terms and procedures of the depositary arrangement, including the specific terms of the depositary arrangement and any specific procedures, for the issuance of debt securities in definitive form in exchange for a global security in bearer form, with respect to any portion of a series of debt securities to be represented by a global security in bearer form.

Merger, Consolidation or Sale

      We or RailAmerica Transportation, as applicable, may consolidate with, or sell, lease or convey all or substantially all of our assets to, or merge with or into, any other corporation, trust or entity provided that:

•  we or RailAmerica Transportation, as applicable, are the survivor in the transaction, or the survivor, if not us or RailAmerica Transportation, is an entity organized under the laws of the United States or a state of the United States which expressly assumes by supplemental indenture the due and punctual payment of the principal of, and any premium, interest and Additional Amounts on, all of the outstanding debt securities and the due and punctual performance and observance of all of the covenants and conditions contained in the indenture;

•  immediately after giving effect to the transaction and treating any indebtedness that becomes an obligation of ours, or RailAmerica Transportation’s or one of our respective subsidiaries, as applicable, as a result of the transaction as having been incurred by us, or RailAmerica Transportation or a subsidiary at the time of the transaction, there is no event of default under the indenture, and no event which, after notice or the lapse of time, or both, would become an event of default; and

•  we or RailAmerica Transportation deliver a certificate, signed by one of our or RailAmerica Transportation’s officers, as applicable, and an opinion of our legal counsel, as to the satisfaction of conditions contained in the indenture (Sections 801 and 803).

      This covenant would not apply to any recapitalization transaction, a change of control of us or RailAmerica Transportation or a transaction in which we or RailAmerica Transportation incur a large amount of additional debt unless the transactions or change of control included a merger, consolidation or transfer or lease of substantially all of our or RailAmerica Transportation’s assets. Except as may be described in the applicable prospectus supplement, there are no covenants or other provisions in the indenture providing for a “put” right or increased interest or that would otherwise afford holders of debt securities additional protection in the event of a recapitalization transaction, a change of control of us or RailAmerica Transportation or a transaction in which we or RailAmerica Transportation incur a large amount of additional debt.

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Certain Covenants

      Existence. Except as permitted under the section entitled “— Merger, Consolidation or Sale” above, we and RailAmerica Transportation will do or cause to be done all things necessary to preserve and keep our and our subsidiaries’ legal existence, rights and franchises in full force and effect. We and RailAmerica Transportation will not, however, be required to preserve any right or franchise if we or RailAmerica Transportation determine that the preservation of that right or franchise is no longer desirable in the conduct of our or RailAmerica Transportation’s business and that its loss is not disadvantageous in any material respect to the holders of any debt securities (Section 1005).

      Maintenance of Properties. We and RailAmerica Transportation will cause all of our material properties used or useful in the conduct of our respective businesses, or the businesses of any of our respective subsidiaries, to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment. We and RailAmerica Transportation will also cause to be made all necessary repairs, renewals, replacements, betterments and improvements of those properties, as we or RailAmerica Transportation in our judgment believe are necessary to properly and advantageously carry on the business related to those properties at all times. We and RailAmerica Transportation will not, however, be prevented from selling or otherwise disposing of our respective properties, or the properties of our respective subsidiaries, in the ordinary course of business (Section 1006).

      Insurance. We, RailAmerica Transportation and each of our subsidiaries must keep all of our insurable properties insured against loss or damage with commercially reasonable amounts and types of insurance provided by insurers of recognized responsibility (Section 1007).

Payment of Taxes and Other Claims

      We or RailAmerica Transportation, as applicable, will pay or discharge, or cause to be paid or discharged, before they become delinquent, the following:

•  all taxes, assessments and governmental charges levied or imposed upon us, RailAmerica Transportation or any of our subsidiaries, or upon the income, profits or property of us, RailAmerica Transportation or of any of our subsidiaries, and

•  all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon our property, RailAmerica Transportation’s property or the property of any of our respective subsidiaries.

      Neither we nor RailAmerica Transportation will, however, be required to pay or discharge, or cause to be paid or discharged, any tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate proceedings (Section 1008).

      Provision of Financial Information. Whether or not we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, we will file annual reports, quarterly reports and other documents with the SEC pursuant to Sections 13 and 15(d) as if we were so subject, on or prior to the dates by which we are or would have been required to file those documents if we were so subject. In any event, we will:

•  file with the applicable trustee copies of the annual reports, quarterly reports and other documents that we are or would be required to file with the SEC under Sections 13 and 15(d) of the Exchange Act within 15 days of each of the respective dates by which we are or would have been required to file those reports with the SEC; and

•  promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of those documents to holders and any prospective holders of debt securities if filing those documents with the SEC is not permitted under the Exchange Act (Section 1009).

      Waiver of Certain Covenants. We or RailAmerica Transportation may choose not to comply with any term, provision or condition of the foregoing covenants, or with any other term, provision or condition with respect to the debt securities of a series if, before or after the time for compliance, the holders of at least a majority in principal amount of all outstanding debt securities of the series either waive the

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compliance in that particular instance or in general waive compliance with that covenant or condition. This does not apply to any terms, provisions or conditions that, by their terms, cannot be amended without the consent of all holders of debt securities of the series. Unless the holders expressly waive compliance with a covenant and the waiver has become effective, our respective obligations and the duties of the trustee in respect of any term, provision or condition will remain in full force and effect (Section 1012).

Additional Covenants

      Any additional covenants with respect to any series of debt securities will be described in the applicable prospectus supplement.

Events of Default, Notice and Waiver

      Except as otherwise provided in the applicable prospectus supplement, the following events are “events of default” with respect to any series of debt securities that we or RailAmerica Transportation may issue under the indenture:

•  we or RailAmerica Transportation, as applicable, fail for 30 days to pay any installment of interest or any Additional Amounts payable on any debt security of that series;

•  we or RailAmerica Transportation, as applicable, fail to pay the principal of, or any premium on, any debt security of that series when due, either at maturity, redemption or otherwise;

•  we or RailAmerica Transportation, as applicable, fail to make any sinking fund payment as required for any debt security of that series;

•  we or RailAmerica Transportation, as applicable, breach or fail to perform any covenant or warranty contained in the applicable indenture, other than a covenant added solely for the benefit of a different series of debt securities issued under the applicable indenture or except as otherwise provided for in the applicable indenture, and our or RailAmerica Transportation’s breach or failure to perform continues for 60 days after we or RailAmerica Transportation have received written notice in accordance with the applicable indenture of our or RailAmerica Transportation’s breach or failure to perform;

•  the bankruptcy, insolvency or reorganization of, or court appointment of a receiver, liquidator or appointment of a trustee for us, RailAmerica Transportation or of any of our respective Significant Subsidiaries, or for all or substantially all of our properties, RailAmerica Transportation’s properties or the properties of our respective Significant Subsidiaries (Section 101); and

•  any other event of default described in the applicable prospectus supplement and indenture (Section 501).

      If there is a continuing event of default with respect to outstanding debt securities of a series, then the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of that series, voting as a single class, may declare immediately due and payable the principal amount or other amount as may be specified by the terms of those debt securities and any premium on the debt securities of that series. However, at any time after an acceleration with respect to debt securities of a series has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of not less than a majority in principal amount of the outstanding debt securities of that series may cancel the acceleration and annul its consequences if:

•  we or RailAmerica Transportation, as applicable, pay or deposit with the trustee all required payments of the principal of, and any premium, interest, and Additional Amounts on, the applicable series of debt securities, plus fees, expenses, disbursements and advances of the trustee; and

•  all events of default, other than the nonpayment of accelerated principal, premium, or interest, with respect to the applicable series of debt securities have been cured or waived as provided in the indenture (Section 502).

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      The indenture also provides that the holders of not less than a majority in principal amount of the outstanding debt securities of any series may waive any past default with respect to that series and its consequences, except a default involving:

•  our or RailAmerica Transportation’s failure, as applicable, to pay the principal of, and any premium, interest or Additional Amounts on, any debt security; or

•  a covenant or provision contained in the indenture that cannot be modified or amended without the consent of the holders of each outstanding debt security affected by the default (Section 513).

      The trustee is generally required to give notice to the holders of debt securities of each affected series within 90 days of a default actually known to a Responsible Officer of the Trustee unless the default has been cured or waived. The trustee may, however, withhold notice of default unless the default relates to:

•  our or RailAmerica Transportation’s failure, as applicable, to pay the principal of, and any premium, interest or Additional Amounts on, any debt security of that series; or

•  any sinking fund installment for any debt securities of that series,

if the Responsible Officers of the trustee in good faith consider it to be in the interest of the holders of the debt securities of that series (Sections 101 and 601).

      The indenture provides that no holder of debt securities of any series may institute a proceeding with respect to the indenture or for any remedy under the indenture, unless the trustee fails to act, for 60 days, after it has received a written notice of a continuing event of default with respect to the debt securities of that series from such holder and a written request to institute proceedings in respect of an event of default from the holders of not less than 25% in principal amount of the outstanding debt securities of that series, as well as an offer of indemnity satisfactory to the trustee; provided no direction inconsistent with such request has been given to the trustee during such 60-day period by the holders of a majority in principal amount of outstanding debt securities of that series (Section 507). This provision will not prevent, however, any holder of debt securities from instituting suit for the enforcement of payment of the principal of, and any premium, interest or Additional Amounts on, the debt securities at their respective due dates (Section 508).

      Subject to provisions in the indenture relating to the trustee’s duties in case of default, the trustee is not under an obligation to exercise any of its rights or powers under the indenture at the request or direction of any holders of any series of debt securities then outstanding, unless the holders have offered to the trustee security or indemnity satisfactory to it (Section 602). Subject to these provisions for the indemnification of the trustee, the holders of not less than a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or of exercising any trust or power conferred upon the trustee. The trustee may, however, refuse to follow any direction which conflicts with any law or the indenture, which may involve the trustee in personal liability or which may be unduly prejudicial to the holders of debt securities of the applicable series not joining in the direction (Section 512).

      Within 120 days after the close of each fiscal year, we and RailAmerica Transportation must each deliver to the trustee a certificate, signed by one of several specified officers, stating that officer’s knowledge of our respective compliance with all the conditions and covenants under the indenture, and, in the event of any noncompliance, specifying the noncompliance and the nature and status of the noncompliance (Section 1010).

Modification of the Indenture

      The holders of not less than a majority in principal amount of all outstanding debt securities issued under the indenture must consent to any modifications and amendments of the indenture. However, no

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modification or amendment may, without the consent of each holder of the outstanding debt securities affected, do any of the following:

•  change the stated maturity of the principal of, or any premium or installment of principal of, or interest on, any debt security;

•  reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, or any Additional Amounts payable with respect to, any debt security or change any obligation to pay Additional Amounts except as permitted by the indenture;

•  reduce the amount of principal of an original issue discount security that would be due and payable upon declaration of acceleration of the maturity of the original discount or other security, or would be provable in bankruptcy, or adversely affect any right of repayment of the holder of any debt security;

•  change the place of payment or the currency or currencies of payment of the principal of, and any premium, interest, or Additional Amounts on, any debt security;

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

•  reduce the percentage of the holders of outstanding debt securities of any series necessary to modify or amend the indenture, to waive compliance with provisions of the indenture or defaults and their consequences under the indenture, or to reduce the quorum or voting requirements contained in the indenture;

•  make any change that adversely affects the right to convert or exchange any debt security other than as permitted by the indenture or decrease the conversion or exchange rate or increase the conversion or exchange price of any such debt security;

•  modify the guarantees in any manner adverse to the holders or make any amendment referred to in the proviso to the twelfth bullet point under the next paragraph; or

•  modify any of the foregoing provisions or any of the provisions relating to the waiver of past defaults or covenants, except to increase the required percentage of holders necessary to effect that action or to provide that other provisions may not be modified or waived without the consent of the holder of the debt security (Section 902).

      The holders of not less than a majority in principal amount of outstanding debt securities have the right to waive compliance by us or RailAmerica Transportation, as applicable, with some of the covenants in the indenture (Section 1012). We and the trustee or RailAmerica Transportation and the trustee may modify or amend an indenture, without the consent of any holder of debt securities, for any of the following purposes:

•  to evidence the succession of another person to us or RailAmerica Transportation as obligor under the indenture;

•  to add to our or RailAmerica Transportation’s existing covenants additional covenants for the benefit of the holders of all or any series of debt securities, or to surrender any right or power conferred upon us or RailAmerica Transportation in the indenture;

•  to add events of default for the benefit of the holders of all or any series of debt securities;

•  to add or change any provisions of the indenture to provide that bearer securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of, or any premium or interest on bearer securities, to permit bearer securities to be issued in exchange for bearer securities of other authorized denominations, or to permit or facilitate the issuance of debt securities in uncertificated form, provided that this action will not adversely affect the interests of the holders of the debt securities of any series in any material respect;

•  to add, change or eliminate any provisions of the indenture, provided that any addition, change or elimination shall neither apply to any debt security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of

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	the holder of any debt security with respect to such provision or become effective only when there are no outstanding debt securities;
•	to secure previously unsecured debt securities;
•	to establish the form or terms of debt securities of any series, including the provisions and procedures, if applicable, for the conversion or exchange of the debt securities into our common stock, preferred stock or other securities or property of us or RailAmerica Transportation;
•	to evidence and provide for the acceptance or appointment of a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee;
•	to make any provision with respect to the conversion or exchange of rights of holders pursuant to the requirements of the indenture;
•	to cure any ambiguity, defect or inconsistency in the indenture, provided that the action does not adversely affect the interests of holders of debt securities of any series issued under the indenture;
•	to close the indenture with respect to the authentication and delivery of additional series of debt securities or to qualify, or maintain qualification of, the indenture under the Trust Indenture Act;
•	to add and/or remove one or more guarantors from the schedule attached to the indenture; provided that no such amendment shall remove any guarantor that has guaranteed any debt securities outstanding under the indenture; or
•	to supplement any of the provisions of the indenture to the extent necessary to permit or facilitate defeasance and discharge of any series of debt securities, provided that the action shall not adversely affect the interests of the holders of the debt securities of any series in any material respect (Section 901).

      Any modification or amendment of the indenture, whether effected with or without the consent of any holder, will be documented in a supplemental indenture.

Discharge, Defeasance and Covenant Defeasance

      Unless the terms of a series of debt securities provide otherwise, under the indenture, we or RailAmerica Transportation may discharge some of our respective obligations to holders of any series of debt securities that:

•  have not already been delivered to the trustee for cancellation and that either have become due and payable or will become due and payable within one year; or

•  are scheduled for redemption within one year.

      We or RailAmerica Transportation can discharge these obligations by irrevocably depositing with the trustee funds in the currency or currencies in which the debt securities are payable in an amount sufficient to pay and discharge the entire indebtedness on those debt securities, including principal of, and any premium, interest and Additional Amounts on, the debt securities on and up to the date of such deposit, or, if the debt securities have become due and payable, on and up to the stated maturity or redemption date, as the case may be (Section 401).

      In addition, if the terms of the debt securities of a series permit us or RailAmerica Transportation to do so, we or RailAmerica Transportation may elect either of the following:

•  to defease and be discharged from any and all obligations with respect to the debt securities, except our or RailAmerica Transportation’s obligations to (Section 1402):

—  pay any Additional Amounts upon the occurrence of several particular tax and other events;

—  pay the fees, expenses and indemnitees of the Trustee;

—  register the transfer or exchange of the debt securities;

—  replace temporary or mutilated, destroyed, lost or stolen debt securities;

—  maintain an office or agency for the debt securities; and

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—  hold monies for payment in trust; or

•  to be released from our or RailAmerica Transportation’s obligations with respect to the debt securities under sections of the indenture described under “— Certain Covenants” or, if permitted by the terms of the debt securities, our or RailAmerica Transportation’s obligations with respect to any other covenant.

      If we or RailAmerica Transportation choose to be released from our respective obligations under the covenants, any failure to comply with any of the obligations imposed on us or RailAmerica Transportation by the covenants will not constitute a default or an event of default with respect to the debt securities (Section 1403). However, to make either election, we or RailAmerica Transportation must irrevocably deposit with the trustee an amount, in such currency or currencies in which the debt securities are payable at stated maturity, or in Government Obligations (Section 101), or both, that will provide sufficient funds to pay the principal of, and any premium, interest and Additional Amounts on, the debt securities, and any mandatory sinking fund or similar payments on the debt securities, on the relevant scheduled due dates.

      We or RailAmerica Transportation may defease and discharge the obligations, as described in the preceding paragraphs, only if, among other things, we or RailAmerica Transportation have delivered to the trustee an opinion of counsel to the effect that:

•  the holders of the debt securities will not recognize income, gain or loss for United States federal income tax purposes as a result of the defeasance or covenant defeasance described in the previous paragraphs and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance or covenant defeasance had not occurred; and

•  in the case of defeasance, the opinion of counsel must refer to, and be based upon, a ruling of the Internal Revenue Service or a change in applicable United States federal income tax laws occurring after the date of the indenture (Section 1404).

      Unless otherwise provided in the applicable prospectus supplement, if, after we or RailAmerica Transportation have deposited funds and/or Government Obligations to effect defeasance or covenant defeasance with respect to debt securities of any series:

•  the holder of a debt security of the series elects to receive payment in a currency other than that in which the deposit has been made in respect of the debt security (Section 301); or

•  a conversion event, as defined below, occurs in respect of the currency in which the deposit has been made;

then the indebtedness represented by the debt security will be fully discharged and satisfied through the payment of the principal of, and any premium and interest on, the debt security as they become due, and Additional Amounts, if any, out of the proceeds yielded by converting the amount deposited in respect of the debt security into the currency in which the debt security becomes payable as a result of the holder’s election or the conversion event based on the applicable market exchange rate (Section 1405).

      Unless otherwise provided in the applicable prospectus supplement, a “conversion event” means the cessation of use of:

•  a currency issued by the government of one or more countries other than the United States, both by the government of the country that issued that currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community; or

•  any currency for the purposes for which it was established (Section 101).

      Unless otherwise provided in the applicable prospectus supplement, we or RailAmerica Transportation will make all payments of principal of, and any premium, interest and Additional Amounts on, any debt security that is payable in a foreign currency that ceases to be used by its government of issuance in United States dollars.

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      In the event that we or RailAmerica Transportation effect covenant defeasance with respect to any debt securities and the debt securities are declared due and payable because of the occurrence of an event of default other than:

•  the event of default described in the fourth bullet under “— Events of Default, Notice and Waiver,” which would no longer be applicable to the debt securities of that series (Sections 1004 to 1009); or

•  the event of default described in the sixth bullet under “— Events of Default, Notice and Waiver” with respect to a covenant as to which there has been covenant defeasance;

then the amount on deposit with the trustee will still be sufficient to pay amounts due on the debt securities at the time of their stated maturity but may not be sufficient to pay amounts due on the debt securities at the time of the acceleration resulting from the event of default. In this case, we or RailAmerica Transportation would remain liable to make payment of the amounts due at the time of acceleration.

      The applicable prospectus supplement may describe any additional provisions permitting defeasance or covenant defeasance, including any modifications to the provisions described above, with respect to a particular series of debt securities.

Conversion and Exchange Rights

      The terms on which debt securities of any series may be convertible into or exchangeable for our common stock, preferred stock or other securities or property of us or RailAmerica Transportation will be described in the applicable prospectus supplement. These terms will include:

•  the conversion or exchange price, or the manner of calculating the price;

•  the exchange or conversion period;

•  whether the conversion or exchange is mandatory, or voluntary at the option of the holder or at our or RailAmerica Transportation’s option;

•  any restrictions on conversion or exchange in the event of redemption of the debt securities and any restrictions on conversion or exchange; and

•  the means of calculating the number of shares of our common stock, preferred stock or other securities or property of us or RailAmerica Transportation to be received by the holders of debt securities.

      The conversion or exchange price of any debt securities of any series that are convertible into our common stock or preferred stock may be adjusted for any stock dividends, stock splits, reclassification, combinations or similar transactions, as set forth in the applicable prospectus supplement (Article Sixteen).

Governing Law

      The indentures are governed by and shall be construed in accordance with the laws of the State of New York.

Redemption of Debt Securities

      The debt securities may be subject to optional or mandatory redemption on terms and conditions described in the applicable prospectus supplement. Subject to such terms, we or RailAmerica Transportation may opt at any time to partially or entirely redeem the debt securities.

      From and after notice has been given as provided in the applicable indenture, if funds for the redemption of any debt securities called for redemption shall have been made available on the redemption date, the debt securities will cease to bear interest on the date fixed for the redemption specified in the notice, and the only right of the holders of the debt securities will be to receive payment of the redemption price.

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DESCRIPTION OF PREFERRED STOCK

      This section describes the general terms of RailAmerica’s preferred stock to which any prospectus supplement may relate. A prospectus supplement will describe the terms relating to any preferred stock to be offered by RailAmerica in greater detail, and may provide information that is different from this prospectus. If the information in the prospectus supplement with respect to the particular preferred stock being offered differs from this prospectus, you should rely on the information in the prospectus supplement. A copy of RailAmerica’s certificate of incorporation has been incorporated by reference from RailAmerica’s filings with the SEC as an exhibit to the registration statement. A certificate of amendment to the certificate of incorporation will specify the terms of the preferred stock being offered, and will be filed or incorporated by reference as an exhibit to the registration statement before the preferred stock is issued. The following description of RailAmerica’s preferred stock, and any description of the preferred stock in a prospectus supplement may not be complete and is subject to, and qualified in its entirety by reference to, the Delaware General Corporation Law and the actual terms and provisions contained in RailAmerica’s certificate of incorporation and bylaws, each as amended from time to time.

      RailAmerica’s certificate of incorporation authorizes the issuance of 1,000,000 shares of “blank check” preferred stock, par value $.001, with the designations, rights and preferences as may be determined from time to time by RailAmerica’s board of directors. Accordingly, RailAmerica’s board of directors is authorized, without action by the stockholders, to issue preferred stock from time to time with the dividend, liquidation, conversion, voting and other rights and restrictions as it may determine. All shares of any one series of RailAmerica’s preferred stock will be identical, except that shares of any one series issued at different times may differ as to the dates from which dividends may be cumulative. All series shall rank equally and shall provide for other terms as described in the applicable prospectus supplement. As of the date of the prospectus, no shares of RailAmerica’s preferred stock are outstanding. However, RailAmerica’s board of directors previously designated 100,000 shares as series A convertible redeemable preferred stock.

Terms

      Unless provided in a supplement to this prospectus, the shares of RailAmerica’s preferred stock to be issued will have no preemptive rights. Any prospectus supplement offering RailAmerica’s preferred stock will furnish the following information with respect to the preferred stock offered by that prospectus supplement.

•  number of shares of preferred stock to be issued and the offering price of the preferred stock;

•  the title and stated value of the preferred stock;

•  dividend rights;

•  dividend rates, periods, or payment dates, or methods of calculation of dividends applicable to the preferred stock;

•  the date from which distributions on the preferred stock shall accumulate, if applicable;

•  right to convert the preferred stock into a different type of security;

•  voting rights attributable to the preferred stock;

•  rights and preferences upon RailAmerica’s liquidation or winding up of RailAmerica’s affairs;

•  terms of redemption;

•  the procedures for any auction and remarketing, if any, for the preferred stock;

•  the provisions for a sinking fund, if any, for the preferred stock;

•  any listing of the preferred stock on any securities exchange;

•  the terms and conditions, if applicable, upon which the preferred stock will be convertible into RailAmerica’s common stock, including the conversion price (or manner of calculation thereof);

•  a discussion of federal income tax considerations applicable to the preferred stock;

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•  the relative ranking and preferences of the preferred stock as to distribution rights (including whether any liquidation preference as to the preferred stock will be treated as a liability for purposes of determining the availability of assets for distributions to holders of stock ranking junior to the shares of preferred stock as to distribution rights);

•  any limitations on issuance of any series of preferred stock of RailAmerica ranking senior to or on a parity with the series of preferred stock being offered as to distribution rights and rights upon the liquidation, dissolution or winding up or our affairs; and

•  any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.

Rank

      Unless otherwise indicated in the applicable supplement to this prospectus, shares of RailAmerica’s preferred stock will rank, with respect to payment of distributions and rights upon RailAmerica’s liquidation, dissolution or winding up, and allocation of our earnings and losses;

•  senior to all classes or series of RailAmerica’s common stock, and to all equity securities of RailAmerica ranking junior to the preferred stock;

•  on a parity with all equity securities issued by RailAmerica, the terms of which specifically provide that these equity securities rank on a parity with the preferred stock; and

•  junior to all equity securities issued by RailAmerica, the terms of which specifically provide that these equity securities rank senior to the preferred stock.

Distributions

      Subject to any preferential rights of any outstanding stock or series of stock, RailAmerica’s preferred stockholders are entitled to receive distributions, when and as authorized by RailAmerica’s board of directors, out of legally available funds, and share pro rata based on the number of preferred shares, common stock and other parity equity securities outstanding.

Voting Rights

      Unless otherwise indicated in the applicable supplement to this prospectus, holders of RailAmerica’s preferred stock will not have any voting rights.

Liquidation Preference

      Upon the voluntary or involuntary liquidation, dissolution or winding up of RailAmerica’s affairs, then, before any distribution or payment shall be made to the holders of any common stock or any other class or series of stock ranking junior to the preferred stock in RailAmerica’s distribution of assets upon any liquidation, dissolution or winding up, the holders of each series of preferred stock of RailAmerica are entitled to receive, after payment or provision for payment of RailAmerica’s debts and other liabilities, out of RailAmerica’s assets legally available for distribution to stockholders, liquidating distributions in the amount of the liquidation preference per share (set forth in the applicable supplement to this prospectus), plus an amount, if applicable, equal to all distributions accrued and unpaid thereon (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if the preferred stock does not have a cumulative distribution). After payment of the full amount of the liquidating distributions to which they are entitled, the holders of preferred stock will have no right or claim to any of RailAmerica’s remaining assets. In the event that, upon RailAmerica’s voluntary or involuntary liquidation, dissolution or winding up, the legally available assets are insufficient to pay the amount of the liquidating distributions on all of RailAmerica’s outstanding preferred stock and the corresponding amounts payable on all of RailAmerica’s stock of other classes or series of equity security ranking on a parity with the preferred stock in the distribution of assets upon liquidation, dissolution or winding up, then the holders of RailAmerica’s preferred stock and all other such classes or series of equity security shall share ratably in the distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

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      If the liquidating distributions are made in full to all holders of preferred stock, RailAmerica’s remaining assets shall be distributed among the holders of any other classes or series of equity security ranking junior to the preferred stock upon RailAmerica’s liquidation, dissolution or winding up, according to their respective rights and preferences and in each case according to their respective number of shares of stock.

Conversion Rights

      The terms and conditions, if any, upon which shares of any series of preferred stock are convertible into other securities will be set forth in the applicable supplement to this prospectus. These terms will include the amount and type of security into which the shares of preferred stock are convertible, the conversion price (or manner of calculation thereof), the conversion period, provisions as to whether conversion will be at the option of the holders of the preferred stock or RailAmerica, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of the redemption of that preferred stock.

Redemption

      If so provided in the applicable supplement to this prospectus, RailAmerica’s preferred stock will be subject to mandatory redemption or redemption at RailAmerica’s option, in whole or in part, in each case upon the terms, at the times and at the redemption prices set forth in such supplement to this prospectus.

Registrar and Transfer Agent

      The registrar and transfer agent for RailAmerica’s preferred stock will be set forth in the applicable supplement to this prospectus.

      If RailAmerica’s board of directors decides to issue any preferred stock, it may discourage or make more difficult a merger, tender offer, business combination or proxy contest, assumption of control by a holder of a large block of our securities or the removal of incumbent management, even if these events were favorable to the interests of stockholders. RailAmerica’s board of directors, without stockholder approval, may issue preferred stock with voting and conversion rights and dividend and liquidation preferences which may adversely affect the holders of common stock.

DESCRIPTION OF SECURITIES WARRANTS

      RailAmerica may issue securities warrants from time to time in one or more series for the purchase of RailAmerica’s common stock, debt securities or preferred stock or any combination of those securities. Securities warrants may be issued independently or together with any shares of common stock, debt securities or shares of preferred stock offered by any prospectus supplement and may be attached to or separate from these shares of common stock, debt securities or shares of preferred stock. Each series of securities warrants will be issued under a separate warrant agreement to be entered into between RailAmerica and a warrant agent, or any other bank or trust company specified in the related prospectus supplement relating to the particular issue of securities warrants. The warrant agent will act solely as an agent of RailAmerica in connection with the securities warrants and will not assume any obligation or relationship of agency or trust for or with any holders of securities warrants or beneficial owners of securities warrants. The specific terms of a series of securities warrants will be described in the applicable prospectus supplement relating to that series of securities warrants along with any general provisions applicable to that series of warrants. The following description of the warrants, and any description of the securities warrants in a prospectus supplement, may not be complete and is subject to, and qualified in its entirety by reference to, the underlying warrant agreement, which we will file or incorporate by reference as an exhibit to the registration statement with the SEC at or prior to the time of the sale of the securities warrants. You should refer to, and read this summary together with, the warrant agreement and the applicable prospectus supplement to review the terms of a particular series of our securities warrants that may be important to you. You can obtain copies of any form of warrant agreement or other agreement pursuant to which the warrants are issued by following the directions described under the caption “Where You Can Find More Information” on page 28.

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Terms

      If securities warrants are offered by RailAmerica, the prospectus supplement will describe the terms of the securities warrants, including the following if applicable to the particular offering:

•  the title of the warrants;

•  the total number of warrants;

•  the offering price;

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

•  the number of shares of common stock purchasable upon exercise of the securities warrants to purchase common stock and the price at which such shares of common stock may be purchased upon exercise;

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

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

•  the designation and terms of the debt securities or preferred stock with which the securities warrants are issued and the number of securities warrants issued with each debt security or share of preferred stock;

•  the date on and after which the securities warrants and the related common stock, debt securities or preferred stock will be separately transferable;

•  if applicable, the date on which the right to exercise the securities warrants shall commence and the date on which this right shall expire;

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

•  if applicable, the minimum or maximum amount of the warrants which may be exercised at any one time;

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

•  any other terms of the securities warrants including terms, procedures and limitations relating to the exchange and exercise of the warrants.

      Securities warrants may be exchanged for new securities warrants of different denominations, may (if in registered form) be presented for registration of transfer, and may be exercised at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement. Before the exercise of their securities warrants, holders of securities warrants will not have any of the rights of holders of shares of common stock, the debt securities or shares of preferred stock purchasable upon exercise, including the right to receive payments of principal of, any premium on, or any interest on, the debt securities purchasable upon such exercise or to enforce the covenants in the indenture or to receive payments of dividends, if any, on the common stock or preferred stock purchasable upon such exercise or to exercise any applicable right to vote.

Exercise of Securities Warrants

      Each securities warrant will entitle the holder to purchase a principal amount of debt securities or a number of shares of common stock or preferred stock at an exercise price as shall in each case be set forth in, or calculable from, the prospectus supplement relating to that securities warrant. Securities warrants may be exercised at the times set forth in the prospectus supplement relating to such securities warrants. After the close of business on the expiration date (or any later date to which the expiration date may be extended by RailAmerica), unexercised securities warrants will become void. Subject to any restrictions

25

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

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

      We may issue stock purchase contracts representing contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of our common stock or preferred stock (or a range of numbers of shares pursuant to a predetermined formula) at a future date or dates. The price per share of common or preferred stock and the number of shares of common or preferred stock may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts.

      The stock purchase contracts may be issued separately or as a part of units, often known as stock purchase units, consisting of a stock purchase contract and either:

•  our debt securities;

•  our preferred stock; or

•  debt obligations of third parties, including U.S. Treasury securities.

      These securities or third party debt obligations would secure the holders’ obligations to purchase the common or preferred stock under the stock purchase contracts.

      The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase units or vice versa, and such payments may be unsecured or pre-funded on some basis. The stock purchase contracts may require holders to secure their obligations in a specified manner, and in specified circumstances we may deliver newly issued, prepaid stock purchase contracts, often known as prepaid securities, upon release to a holder of any collateral securing the holder’s obligations under the original stock purchase contract.

      The applicable prospectus supplement will describe the terms of any stock purchase contracts or stock purchase units, and, if applicable, prepaid securities. The description in the applicable prospectus supplement will not necessarily be complete and reference will be made to the stock purchase contracts, any collateral and depositary arrangements relating to the stock purchase contracts or stock purchase units; and, if applicable the prepaid securities. Material U.S. federal income tax considerations applicable to the stock purchase contracts and the stock purchase units will also be discussed in the applicable prospectus supplement.

PLAN OF DISTRIBUTION

      We or, with respect to debt securities, RailAmerica Transportation may sell securities to one or more underwriters or dealers for public offering and sale by them, or we or RailAmerica Transportation may sell the securities to investors directly or through agents. The applicable prospectus supplement will set forth the terms of the offering and the method of distribution and will identify any firms acting as underwriters, dealers or agents in connection with the offering, including:

•  the name or names of any underwriters;

•  the purchase price of the securities;

26

•  any underwriting discounts and other items constituting underwriters’ compensation;

•  any initial public offering price and the net proceeds we will receive from that sale;

•  any discounts or concessions allowed or reallowed or paid to dealers; and

•  any securities exchange or market on which the securities offered in the prospectus supplement may be listed.

      We or, with respect to debt securities, RailAmerica Transportation, may distribute the securities from time to time in one or more transactions at a fixed price or prices, which may be changed, or at prices determined as the prospectus supplement specifies. We may sell our securities through a rights offering, forward contracts or similar arrangements.

      Any underwriting discounts or other compensation which we or RailAmerica Transportation pay to underwriters or agents in connection with the offering of our respective securities, and any discounts, concessions or commissions which underwriters allow to dealers, will be set forth in the prospectus supplement. Underwriters may sell our respective securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of our securities may be deemed to be underwriters under the Securities Act and any discounts or commissions they receive from us or RailAmerica Transportation and any profit on the resale of our respective securities they realize may be deemed to be underwriting discounts and commissions under the Securities Act. Any such underwriter or agent will be identified, and any such compensation received from us, will be described in the applicable supplement to this prospectus. Unless otherwise set forth in the supplement to this prospectus relating thereto, the obligations of the underwriters or agents to purchase our respective securities will be subject to conditions precedent and the underwriters will be obligated to purchase all our offered securities if any are purchased. The public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

      Any of RailAmerica’s common stock sold pursuant to this prospectus and applicable prospectus supplement, will be approved for trading, upon notice of issuance, on the New York Stock Exchange.

      Underwriters and their controlling persons, dealers and agents may be entitled, under agreements entered into with us or RailAmerica Transportation, to indemnification against and contribution toward specific civil liabilities, including liabilities under the Securities Act.

      The securities being offered under this prospectus, other than RailAmerica’s common stock, will be new issues of securities with no established trading market and unless otherwise specified in the applicable prospectus supplement. It has not presently been established whether the underwriters, if any, as identified in a prospectus supplement, will make a market in the securities. If the underwriters make a market in the securities, the market making may be discontinued at any time without notice. Neither RailAmerica nor RailAmerica Transportation can provide any assurance as to the liquidity of the trading market for the securities.

      An underwriter may engage in over-allotment, stabilizing transactions, short covering transactions and penalty bids in accordance with securities laws. Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions permit bidders to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. The underwriters may engage in these activities on any exchange or other market in which the securities may be traded. If commenced, the underwriters may discontinue these activities at any time.

      Some of the underwriters and their affiliates may be customers of, engage in transactions with, and perform services for, RailAmerica and/or RailAmerica Transportation and RailAmerica’s or RailAmerica Transportation’s subsidiaries in the ordinary course of business.

27

LEGAL MATTERS

      The validity of the securities offered by this prospectus and any supplement to this prospectus will be passed upon for RailAmerica and RailAmerica Transportation by Greenberg Traurig, P.A., Miami, Florida unless otherwise specified in the prospectus supplement. Greenberg Traurig has provided legal services from time to time to RailAmerica and RailAmerica Transportation and RailAmerica’s and RailAmerica Transportation’s affiliates. Counsel for any underwriter or agent will be noted in the applicable prospectus supplement.

EXPERTS

      The financial statements of RailAmerica, Inc. as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 incorporated in this prospectus by reference to RailAmerica, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

      RailAmerica files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document that RailAmerica files at the Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also inspect RailAmerica’s filings at the regional office of the SEC located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. RailAmerica’s SEC filings are also available to the public at the SEC’s web site at http://www.sec.gov. You can also inspect reports and other information RailAmerica files at the offices of The New York Stock Exchange, Inc., 11 Wall Street, New York, NY 10005.

      RailAmerica Transportation does not file reports or other information with the SEC. RailAmerica includes summarized financial information relating to RailAmerica Transportation in some of its reports filed with the SEC. RailAmerica does not currently intend to include any separate financial information with respect to RailAmerica Transportation in its consolidated financial statements because RailAmerica and RailAmerica Transportation have determined that this information is currently not material to the holders of RailAmerica Transportation’s debt securities.

      The SEC allows us to “incorporate by reference” some of the documents that we file with it into this prospectus, which means:

•  incorporated documents are considered part of this prospectus;

•  RailAmerica and RailAmerica Transportation can disclose important information to you by referring you to those documents; and

•  information that RailAmerica files with the SEC will automatically update and supersede this incorporated information.

      We incorporate by reference the documents listed below, which were filed with the SEC under the Securities Exchange Act of 1934:

•  RailAmerica’s annual report on Form 10-K for the year ended December 31, 2003;

•  RailAmerica’s quarterly report on Form 10-Q for the period ended March 31, 2004;

•  RailAmerica’s definitive Proxy Statement, filed on April 23, 2004, in connection with RailAmerica’s 2004 Annual Meeting of Stockholders;

•  RailAmerica’s current reports on Form 8-K, filed on January 20, 2004, January 21, 2004, February 9, 2004, March 15, 2004, March 31, 2004, and April 8, 2004, and

•  the description of RailAmerica’s common stock filed as part of RailAmerica’s Registration Statement (File No. 333-45200) on Form S-3, filed on October 25, 2000.

28

      We also incorporate by reference each of the following documents that RailAmerica will file with the SEC after the date of this prospectus:

•  any reports filed under Sections 13(a) and (c) of the Securities Exchange Act;

•  definitive proxy or information statements filed under Section 14 of the Securities Exchange Act in connection with any subsequent stockholders meeting or action; and

•  any reports filed under Section 15(d) of the Securities Exchange Act.

      You should assume that the information appearing in this prospectus is accurate as of the date of this prospectus only. Our business, financial position and results of operations may have changed since that date. You may request a copy of any filings referred to above (excluding exhibits), at no cost, by contacting us at the following address:

RailAmerica, Inc.

RailAmerica Transportation

5300 Broken Sound Boulevard, N.W.,

Boca Raton, Florida 33487

(561) 994-6015

Attn: Investor Relations

29

RailAmerica, Inc.

RailAmerica Transportation Corp.

$400,000,000

Common Stock

Debt Securities

Preferred Stock

Securities Warrants

Stock Purchase Contracts

Stock Purchase Units

PROSPECTUS

June            , 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution(1)

      The following table sets forth the costs and expenses (subject to future contingencies) incurred or expected to be incurred by the Co-Registrants in connection with the issuance and distribution of the securities being registered pursuant to this Registration Statement. The Co-Registrants have agreed to pay all the costs and expenses of this offering.

Securities and Exchange Commission Registration Fee		$	32,360.00
Accounting Fees and Expenses			40,000.00
Legal Fees and Expenses			70,000.00
New York Stock Exchange Fees			6,200.00
Printing Expenses			6,000.00
Miscellaneous			2,440.00
	Total	$	157,000.00

(1)  The amounts set forth above are estimated, except for the SEC fee.

Item 15. Indemnification of Directors and Officers

      RailAmerica and RailAmerica Transportation have authority under Section 145 of the Delaware General Corporation Law to indemnify their directors and officers to the extent provided for in such statute. RailAmerica’s Amended and Restated Certificate of Incorporation and RailAmerica Transportation’s Certificate of Incorporation provide for indemnification of RailAmerica’s and RailAmerica Transportation’s officers and directors, as the case may be, to the extent permitted under the Delaware General Corporation Law.

      RailAmerica’s Amended and Restated Certificate of Incorporation and RailAmerica Transportation’s Certificate of Incorporation limits the liability of Directors to the maximum extent permitted by Delaware General Corporation Law. Delaware law provides that the directors of a corporation will not be personally liable to such corporation or its stockholders for monetary damages for breach of their fiduciary duties as directors, except for liability (i) for any breach of their duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or (iv) for any transaction from which the director derives an improper personal benefit. RailAmerica’s Amended and Restated Certificate of Incorporation and RailAmerica Transportation’s Certificate of Incorporation provide that RailAmerica shall indemnify their Directors and officers to the fullest extent permitted by Delaware law, except against actions by RailAmerica or RailAmerica Transportation, as the case may be, approved by the Board of Directors of RailAmerica or RailAmerica Transportation, as the case may be, and requires RailAmerica and RailAmerica Transportation to advance expenses to such Directors and officers to defend any action for which rights of indemnification are provided in the applicable Certificate of Incorporation, and also permits the Board of Directors of RailAmerica and RailAmerica Transportation to grant such rights to its employees and agents.

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

II-1

Item 16. Exhibits

      The following exhibits are included as part of this Registration Statement:

Exhibits		Description
	1.1	Form of Underwriting Agreement with respect to equity securities.*
	1.2	Form of Underwriting Agreement with respect to debt securities.*
	3.1	Amended and Restated Certificate of Incorporation of RailAmerica, Inc. (incorporated by reference to exhibit 3.1 to RailAmerica’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 1995).
	3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of RailAmerica, Inc. (incorporated by reference to exhibit 3.3 to RailAmerica’s Annual Report on Form 10-K for the year ended December 31, 2000).
	3.3	Certificate of Amendment containing Certificate of Designation with respect to Preferred Stock of RailAmerica, Inc.*
	4.1	Form of Stock Certificate of RailAmerica, Inc.*
	4.2	Form of Preferred Stock of RailAmerica, Inc..*
	4.3	Form of Indenture for Debt Securities of RailAmerica (Form of Debt Securities included therein).
	4.4	Form of Indenture for Debt Securities of RailAmerica Transportation (Form of Debt Securities included therein).
	4.5	Form of Warrant Agreement of RailAmerica, Inc. (Form of Warrant included therein).*
	4.6	Form of Stock Purchase Contract of RailAmerica, Inc.*
	4.7	Form of Stock Purchase Unit of RailAmerica, Inc.*
	5.1	Opinion of Greenberg Traurig, P.A.
	12.1	Statements Regarding Computation of Ratios of Earnings to Fixed Charges and Preferred Dividends.
	23.1	Consent of Greenberg Traurig, P.A. (contained in exhibit 5.1).
	23.2	Consent of PricewaterhouseCoopers LLP.
	24.1	Power of Attorney (previously filed).
	25.1	Statement of Eligibility on Form T-1 of Trustee for RailAmerica, Inc. debt securities.
	25.2	Statement of Eligibility on Form T-1, of Trustee for RailAmerica Transportation Corp. debt securities.

*  To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an offering of the offered securities.

Item 17.      Undertakings

      (a) The undersigned registrants hereby undertake:

      (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration or any material change to such information in the registration statement.

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

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

      (b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the

II-2

Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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

      (d) The undersigned registrants hereby undertake that:

      (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) of 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

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

II-3

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 14th day of June, 2004.

RAILAMERICA, INC.

By:  /s/ WILLIAM G. PAGONIS

William G. Pagonis

Executive Chairman of the Board

      Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ WILLIAM G. PAGONIS William G. Pagonis		Executive Chairman of the Board (Principal Executive Officer)	June 14, 2004
/s/ DONALD D. REDFEARN Donald D. Redfearn		Director	June 14, 2004
** Douglas R. Nichols		Director	June 14, 2004
** Richard Rampell		Director	June 14, 2004
** Charles Swinburn		Director	June 14, 2004
** John M. Sullivan		Director	June 14, 2004
** Ferd. C. Meyer, Jr.		Director	June 14, 2004
/s/ MICHAEL J. HOWE Michael J. Howe		Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 14, 2004
/s/ ROBERT J. RABIN Robert J. Rabin		Vice President and Corporate Controller (Principal Accounting Officer)	June 14, 2004
**By:	/s/ DONALD D. REDFEARN Donald D. Redfearn Attorney-in-fact

II-4

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 14th day of June, 2004.

RAILAMERICA TRANSPORTATION CORP.

By: /s/ MICHAEL J. HOWE

Michael J. Howe

President

      Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ DONALD D. REDFEARN Donald D. Redfearn	Director	June 14, 2004
/s/ MICHAEL J. HOWE Michael J. Howe	President and Director (Principal Executive Officer and Principal Financial and Accounting Officer)	June 14, 2004

SIGNATURES

      Pursuant to the requirements of the Securities Act, each registrant, beneath its applicable name below, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 14th day of June, 2004.

AMERICAN RAIL DISPATCHING CENTER, INC.

CALIFORNIA WESTERN RAILROAD, INC.

DAKOTA RAIL, INC.

DALLAS, GARLAND & NORTHEASTERN

  RAILROAD, INC. (DE)

KIAMICHI HOLDINGS, INC.

KYLE RAILWAYS, INC.

NEW ORLEANS LOWER COAST RAILROAD

  COMPANY, INC.

NEW STATESRAIL HOLDINGS, INC.

PALM BEACH RAIL HOLDING, INC.

PARKSIERRA CORP.

PLAINVIEW TERMINAL COMPANY

PRAIRIE HOLDING CORPORATION

RAIL OPERATING SUPPORT GROUP, INC.

RAILAMERICA AUSTRALIA, INC.

RAILAMERICA AUSTRALIA II, INC.

RAILAMERICA EQUIPMENT CORPORATION

RAILAMERICA INTERMODAL SERVICES, INC.

RAILAMERICA SWITCHING SERVICES, INC.

RAIL LINE HOLDINGS #1, INC.

RAIL LINE HOLDINGS #2, INC.

RAILINK ACQUISITION INC.

RAILTEX ACQUISITION CORP.

RAILTEX DISTRIBUTION SERVICES, INC.

RAILTEX, INC.

RAILTEX INTERNATIONAL HOLDINGS, INC.

RAILTEX LOGISTICS, INC.

SAN PEDRO TRAILS, INC.

SOUTH EAST RAIL, INC.

STATESRAIL, INC.

STATESRAIL II RAILROAD CORP.

STATESRAIL EQUIPMENT L.L.C.

WEST TEXAS AND LUBBOCK RAILROAD

  COMPANY, INC.

By: /s/ MICHAEL J. HOWE

Michael J. Howe

President

A. & R. LINE, INC.

CENTRAL RAILROAD COMPANY OF INDIANAPOLIS

J.K. LINE, INC.

TOLEDO, PEORIA & WESTERN RAILWAY CORP.

MISSOURI & NORTHERN ARKANSAS RAILROAD

  COMPANY, INC.

INDIANA & OHIO CENTRAL RAILROAD, INC.

INDIANA & OHIO RAIL CORP.

INDIANA & OHIO RAILWAY COMPANY

THE CENTRAL RAILROAD COMPANY OF INDIANA

HURON AND EASTERN RAILWAY COMPANY, INC.

MID-MICHIGAN RAILROAD, INC.

SAGINAW VALLEY RAILWAY COMPANY, INC.

ALABAMA & GULF COAST RAILWAY LLC

EASTERN ALABAMA RAILWAY, INC.

ARIZONA & CALIFORNIA RAILROAD COMPANY

SWKR OPERATING CO., INC.

SAN DIEGO & IMPERIAL VALLEY RAILROAD

  COMPANY, INC.

VENTURA COUNTY RAILROAD COMPANY

ARIZONA EASTERN RAILWAY COMPANY

CALIFORNIA NORTHERN RAILROAD COMPANY

CASCADE AND COLUMBIA RIVER RAILROAD

  COMPANY

CENTRAL OREGON & PACIFIC RAILROAD, INC.

CONNECTICUT SOUTHERN RAILROAD, INC.

DALLAS, GARLAND & NORTHEASTERN RAILROAD,

  INC. (TX)

KIAMICHI RAILROAD COMPANY L.L.C.

KYLE RAILROAD COMPANY

NEW ENGLAND CENTRAL RAILROAD, INC.

NORTH CAROLINA & VIRGINIA RAILROAD

  COMPANY, INC.

OTTER TAIL VALLEY RAILROAD COMPANY, INC.

PUGET SOUND & PACIFIC RAILROAD

RAILROADS OF HAWAII, INC.

SAN JOAQUIN VALLEY RAILROAD, CO.

SAN LUIS & RIO GRANDE RAILROAD, INC.

SOUTH CAROLINA CENTRAL RAILROAD

  COMPANY, INC.

By:  /s/ MICHAEL J. HOWE

Michael J. Howe

Vice President

      Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed on the dates indicated by the following persons in the capacities for the registrants set forth above their signatures.

AMERICAN RAIL DISPATCHING CENTER, INC.

CALIFORNIA WESTERN RAILROAD, INC.

DAKOTA RAIL, INC.

DALLAS, GARLAND & NORTHEASTERN RAILROAD,

  INC. (DE)

KIAMICHI HOLDINGS, INC.

KYLE RAILWAYS, INC.

NEW ORLEANS LOWER COAST RAILROAD

  COMPANY, INC.

NEW STATESRAIL HOLDINGS, INC.

PALM BEACH RAIL HOLDING, INC.

PARKSIERRA CORP.

PLAINVIEW TERMINAL COMPANY

PRAIRIE HOLDING CORPORATION

RAIL OPERATING SUPPORT GROUP, INC.

RAILAMERICA AUSTRALIA, INC.

RAILAMERICA AUSTRALIA II, INC.

RAILAMERICA EQUIPMENT CORPORATION

RAILAMERICA INTERMODAL SERVICES, INC.

RAILAMERICA SWITCHING SERVICES, INC.

RAIL LINE HOLDINGS #1, INC.

RAIL LINE HOLDINGS #2, INC.

RAILINK ACQUISITION INC.

RAILTEX ACQUISITION CORP.

RAILTEX DISTRIBUTION SERVICES, INC.

RAILTEX, INC.

RAILTEX INTERNATIONAL HOLDINGS, INC.

RAILTEX LOGISTICS, INC.

SAN PEDRO TRAILS, INC.

SOUTH EAST RAIL, INC.

STATESRAIL, INC.

STATESRAIL II RAILROAD CORP.

STATESRAIL EQUIPMENT LLC

WEST TEXAS AND LUBBOCK RAILROAD

  COMPANY, INC.

June 14, 2004	/s/ DONALD D. REDFEARN ------------------------------------------------ Donald D. Redfearn Director/Manager
June 14, 2004	/s/ MICHAEL J. HOWE ------------------------------------------------ Michael J. Howe President and Director/Manager (Principal Executive Officer and Principal Financial and Accounting Officer)

ALABAMA & GULF COAST RAILWAY, INC.

CONNECTICUT SOUTHERN RAILROAD, INC.

EASTERN ALABAMA RAILWAY, INC.

NEW ENGLAND CENTRAL RAILROAD, INC.

NORTH CAROLINA & VIRGINIA RAILROAD

  COMPANY, INC.

SOUTH CAROLINA CENTRAL RAILROAD

  COMPANY, INC.

June 14, 2004	/s/ DONALD D. REDFEARN ------------------------------------------------ Donald D. Redfearn Director
June 14, 2004	** ------------------------------------------------ Charlie Moore President (Principal Executive Officer)

June 14, 2004 /s/ MICHAEL J. HOWE
------------------------------------------------
Michael J. Howe
Vice President and Director
(Principal Financial and Accounting Officer)

INDIANA & OHIO CENTRAL RAILROAD, INC.

INDIANA & OHIO RAIL CORP.

INDIANA & OHIO RAILWAY COMPANY

THE CENTRAL RAILROAD COMPANY OF INDIANA

June 14, 2004	/s/ DONALD D. REDFEARN ------------------------------------------------ Donald D. Redfearn Director
June 14, 2004	** ------------------------------------------------ Al Sauer President (Principal Executive Officer)
June 14, 2004	/s/ MICHAEL J. HOWE ------------------------------------------------ Michael J. Howe Vice President and Director (Principal Financial and Accounting Officer)

HURON AND EASTERN RAILWAY COMPANY, INC.

MID-MICHIGAN RAILROAD, INC.

SAGINAW VALLEY RAILWAY COMPANY, INC.

June 14, 2004	/s/ DONALD D. REDFEARN ------------------------------------------------ Donald D. Redfearn Director
June 14, 2004	** ------------------------------------------------ Jan Polley President (Principal Executive Officer)
June 14, 2004	/s/ MICHAEL J. HOWE ------------------------------------------------ Michael J. Howe Vice President and Director (Principal Financial and Accounting Officer)

A. & R. LINE, INC.

CENTRAL RAILROAD COMPANY OF INDIANAPOLIS

J.K. LINE, INC.

MISSOURI & NORTHERN ARKANSAS RAILROAD

  COMPANY, INC.

OTTER TAIL VALLEY RAILROAD COMPANY, INC.

TOLEDO PEORIA & WESTERN RAILWAY CORP.

June 14, 2004	/s/ DONALD D. REDFEARN ------------------------------------------------ Donald D. Redfearn Director/Manager
June 14, 2004	** ------------------------------------------------ Scott Hulstrom President (Principal Executive Officer)
June 14, 2004	/s/ MICHAEL J. HOWE ------------------------------------------------ Michael J. Howe Vice President and Director/Manager (Principal Financial and Accounting Officer)

ARIZONA & CALIFORNIA RAILROAD COMPANY

ARIZONA EASTERN RAILWAY COMPANY

CALIFORNIA NORTHERN RAILROAD COMPANY

PUGET SOUND & PACIFIC RAILROAD

SAN JOAQUIN VALLEY RAILROAD, CO.

SWKR OPERATING CO., INC.

June 14, 2004	/s/ DONALD D. REDFEARN ------------------------------------------------ Donald D. Redfearn Director
June 14, 2004	** ------------------------------------------------ Gene Shepard President (Principal Executive Officer)
June 14, 2004	/s/ MICHAEL J. HOWE ------------------------------------------------ Michael J. Howe Vice President and Director (Principal Financial and Accounting Officer)

CASCADE AND COLUMBIA RIVER RAILROAD

  COMPANY

CENTRAL OREGON & PACIFIC RAILROAD, INC.

RAILROADS OF HAWAII, INC.

SAN DIEGO & IMPERIAL VALLEY RAILROAD

  COMPANY, INC.

VENTURA COUNTY RAILROAD COMPANY

June 14, 2004	/s/ DONALD D. REDFEARN ------------------------------------------------ Donald D. Redfearn Director
June 14, 2004	** ------------------------------------------------ Thomas Schlosser President (Principal Executive Officer)
June 14, 2004	/s/ MICHAEL J. HOWE ------------------------------------------------ Michael J. Howe Vice President and Director (Principal Financial and Accounting Officer)

DALLAS, GARLAND & NORTHEASTERN RAILROAD,

  INC. (TX)

KIAMICHI RAILROAD COMPANY L.L.C.

KYLE RAILROAD COMPANY

SAN LUIS & RIO GRANDE RAILROAD, INC.

June 14, 2004	/s/ DONALD D. REDFEARN ------------------------------------------------ Donald D. Redfearn Director
June 14, 2004	** ------------------------------------------------ David Eyermann President (Principal Executive Officer)
June 14, 2004	/s/ MICHAEL J. HOWE ------------------------------------------------ Michael J. Howe Vice President and Director (Principal Financial and Accounting Officer)

SCHEDULE I

*TABLE OF ADDITIONAL CO-REGISTRANTS

	(Primary Standard		(State or Other
	Industrial		Jurisdiction of
(Exact name of Co-Registrants	Classification		Incorporation or		(I.R.S. Employer
as Specified in its Charter)	Number)		Organization)		Identification No.)
A. & R. Line, Inc.		4011		Indiana		35-1952789
Alabama & Gulf Coast Railway LLC		4011		Delaware		75-2714522
American Rail Dispatching Center, Inc.		4011		Delaware		68-0574072
Arizona & California Railroad Company		4011		Delaware		35-2165912
Arizona Eastern Railway Company		4011		Arizona		94-3077445
California Northern Railroad Company		4011		Delaware		30-0066967
California Western Railroad, Inc.		4011		Arizona		94-2363389
Cascade and Columbia River Railroad Company		4011		Delaware		91-1734603
Central Oregon & Pacific Railroad, Inc.		4011		Delaware		93-1151074
Central Railroad Company of Indianapolis		4011		Indiana		35-1768799
Connecticut Southern Railroad, Inc.		4011		Delaware		03-0353222
Dakota Rail, Inc.		4011		South Dakota		46-0365527
Dallas, Garland & Northeastern Railroad, Inc.		4011		Delaware		74-2782740
Dallas, Garland & Northeastern Railroad, Inc.		4011		Texas		75-2410681
Eastern Alabama Railway, Inc.		4011		Alabama		63-1064122
Huron and Eastern Railway Company, Inc.		4011		Michigan		38-2655990
Indiana & Ohio Central Railroad, Inc.		4011		Delaware		74-2862103
Indiana & Ohio Rail Corp.		4011		Delaware		74-2862101
Indiana & Ohio Railway Company		4011		Delaware		74-2862012
Indiana Southern Railroad, Inc.		4011		Delaware		74-2932611
J.K. Line, Inc.		4011		Indiana		35-1791937
Kiamichi Holdings, Inc.		4011		Delaware		27-0012516
Kiamichi Railroad Company L.L.C		4011		Delaware		73-1481038
Kyle Railroad Company		4011		Kansas		94-2802283
Kyle Railways, Inc.		4011		Delaware		94-2279537
Mid-Michigan Railroad, Inc.		4011		Michigan		31-1224037
Missouri & Northern Arkansas Railroad Company, Inc.		4011		Kansas		43-1624703
New England Central Railroad, Inc.		4011		Delaware		03-0344030
New Orleans Lower Coast Railroad Company, Inc.		4011		Louisiana		72-1183692
New StatesRail Holdings, Inc.		4011		Delaware		46-0486784
North Carolina & Virginia Railroad Company, Inc.		4011		Virginia		74-2932608
Otter Tail Valley Railroad Company, Inc.		4011		Minnesota		41-1565408
Palm Beach Rail Holding, Inc.		4011		Delaware		65-0979476
ParkSierra Corp.		4011		Delaware		52-2353561
Plainview Terminal Company		4011		Texas		75-2622280
Prairie Holding Corporation		4011		Florida		59-2994998
Puget Sound & Pacific Railroad		4011		Delaware		32-0010360
Rail Operating Support Group, Inc.		4011		Delaware		65-0797247
RailAmerica Australia, Inc.		4011		Florida		65-0797248
RailAmerica Australia II, Inc.		4011		Delaware		41-2070883
RailAmerica Equipment Corp.		4011		Delaware		65-0622013
RailAmerica Intermodal Services, Inc.		4011		Delaware		65-0553260
RailAmerica Switching Services, Inc.		4011		Delaware		68-0562187
Rail Line Holdings #1, Inc.		4011		Delaware		46-0486790
Rail Line Holdings #2, Inc.		4011		Delaware		46-0486787
RaiLink Acquisition, Inc.		4011		Delaware		65-1033741
Railroads of Hawaii, Inc.		4011		Hawaii		90-0153539

	(Primary Standard		(State or Other
	Industrial		Jurisdiction of
(Exact name of Co-Registrants	Classification		Incorporation or		(I.R.S. Employer
as Specified in its Charter)	Number)		Organization)		Identification No.)
RailTex Acquisition Corp.		4011		Delaware		74-2877630
RailTex Distribution Services, Inc.		4011		Texas		74-2717791
RailTex, Inc.		4011		Texas		74-1948121
RailTex International Holdings, Inc.		4011		Delaware		74-2787728
RailTex Logistics, Inc.		4011		Delaware		74-2795200
Saginaw Valley Railway Company, Inc.		4011		Delaware		38-2779857
San Diego & Imperial Valley Railroad Company, Inc.		4011		California		74-2332456
San Joaquin Valley Railroad, Co.		4011		California		93-1073083
San Luis & Rio Grande Railroad, Inc.		4011		Delaware		45-0506498
San Pedro Trails, Inc.		4011		Arizona		42-1544984
South Carolina Central Railroad Company, Inc.		4011		South Carolina		57-0856173
South East Rail, Inc.		4011		Delaware		62-1583702
StatesRail, Inc.		4011		Delaware		52-2353564
StatesRail Equipment L.L.C.		4011		Delaware		73-1505165
StatesRail II Railroad Corp.		4011		Delaware		02-0530889
SWKR Operating Co., Inc.		4011		Arizona		86-0709066
The Central Railroad Company of Indiana		4011		Indiana		35-1824902
Toledo, Peoria & Western Railway Corp.		4011		Delaware		22-2959560
Ventura County Railroad Company		4011		Delaware		77-0495102
West Texas and Lubbock Railroad Company, Inc.		4011		Texas		75-2622278

EX-4.3

                                                                     EXHIBIT 4.3



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

                                RAILAMERICA, INC.

                                       TO

                              JPMORGAN CHASE BANK,

                                   as Trustee



    GUARANTEED TO THE EXTENT SET FORTH HEREIN BY THE GUARANTORS NAMED HEREIN.

                                    INDENTURE

                            Dated as of June __, 2004

                                 DEBT SECURITIES

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

                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......     1

   SECTION 101.   Definitions.............................................     1
   SECTION 102.   Compliance Certificates and Opinions....................     9
   SECTION 103.   Form of Documents Delivered to Trustee..................    10
   SECTION 104.   Acts of Holders.........................................    10
   SECTION 105.   Notices, etc., to Trustee and Company...................    12
   SECTION 106.   Notice to Holders; Waiver...............................    12
   SECTION 107.   Effect of Headings and Table of Contents................    13
   SECTION 108.   Successors and Assigns..................................    13
   SECTION 109.   Separability Clause.....................................    14
   SECTION 110.   Benefits of Indenture...................................    14
   SECTION 111.   No Personal Liability...................................    14
   SECTION 112.   Governing Law...........................................    14
   SECTION 113.   Legal Holidays..........................................    14

ARTICLE TWO SECURITIES FORMS..............................................    15

   SECTION 201.   Forms of Securities.....................................    15
   SECTION 202.   Form of Trustee's Certificate of Authentication.........    15
   SECTION 203.   Securities Issuable in Global Form......................    15
   SECTION 204.   CUSIP, CINS or ISIN Numbers.............................    16

ARTICLE THREE THE SECURITIES..............................................    16

   SECTION 301.   Amount Unlimited; Issuable in Series....................    16
   SECTION 302.   Denominations...........................................    20
   SECTION 303.   Execution, Authentication, Delivery and Dating..........    21
   SECTION 304.   Temporary Securities....................................    23
   SECTION 305.   Registration, Registration of Transfer and
                    Exchange..............................................    25
   SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities........    28
   SECTION 307.   Payment of Interest; Interest Rights Preserved..........    29
   SECTION 308.   Persons Deemed Owners...................................    31
   SECTION 309.   Cancellation............................................    32
   SECTION 310.   Computation of Interest.................................    32

ARTICLE FOUR SATISFACTION AND DISCHARGE...................................    33

   SECTION 401.   Satisfaction and Discharge of Indenture.................    33
   SECTION 402.   Application of Trust Funds..............................    34

ARTICLE FIVE REMEDIES.....................................................    34

   SECTION 501.   Events of Default.......................................    34
   SECTION 502.   Acceleration of Maturity; Rescission and Annulment......    36



                                      - i -

                                                                         
   SECTION 503.   Collection of Indebtedness and Suits for
                    Enforcement by Trustee................................    37
   SECTION 504.   Trustee May File Proofs of Claim........................    37
   SECTION 505.   Trustee May Enforce Claims Without Possession of
                    Securities or Coupons.................................    38
   SECTION 506.   Application of Money Collected..........................    38
   SECTION 507.   Limitation on Suits.....................................    39
   SECTION 508.   Unconditional Right of Holders to Receive
                    Principal, Premium, if any, Interest and
                    Additional Amounts....................................    40
   SECTION 509.   Restoration of Rights and Remedies......................    40
   SECTION 510.   Rights and Remedies Cumulative..........................    40
   SECTION 511.   Delay or Omission Not Waiver............................    40
   SECTION 512.   Control by Holders of Securities........................    40
   SECTION 513.   Waiver of Past Defaults.................................    41
   SECTION 514.   Waiver of Stay or Extension Laws........................    41
   SECTION 515.   Undertaking for Costs...................................    41

ARTICLE SIX THE TRUSTEE...................................................    42

   SECTION 601.   Notice of Defaults......................................    42
   SECTION 602.   Certain Rights of Trustee...............................    42
   SECTION 603.   Not Responsible for Recitals or Issuance of
                    Securities............................................    44
   SECTION 604.   May Hold Securities.....................................    44
   SECTION 605.   Money Held in Trust.....................................    44
   SECTION 606.   Compensation and Reimbursement..........................    44
   SECTION 607.   Corporate Trustee Required; Eligibility.................    45
   SECTION 608.   Resignation and Removal; Appointment of Successor.......    45
   SECTION 609.   Acceptance of Appointment By Successor..................    47
   SECTION 610.   Merger, Conversion, Consolidation or Succession to
                    Business..............................................    48
   SECTION 611.   Appointment of Authenticating Agent.....................    48
   SECTION 612.   Certain Duties and Responsibilities.....................    49
   SECTION 613.   Conflicting Interests...................................    50

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...........    50

   SECTION 701.   Disclosure of Names and Addresses of Holders............    50
   SECTION 702.   Reports by Trustee......................................    50
   SECTION 703.   Reports by Company......................................    50
   SECTION 704.   Company to Furnish Trustee Names and Addresses of
                    Holders...............................................    51

ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE............    51

   SECTION 801.   Consolidations and Mergers of Company and Sales,
                    Leases and Conveyances Permitted Subject to
                    Certain Conditions....................................    51
   SECTION 802.   Rights and Duties of Successor Corporation..............    52
   SECTION 803.   Officers' Certificate and Opinion of Counsel............    52




                                     - ii -

                                                                         
ARTICLE NINE SUPPLEMENTAL INDENTURES......................................    53

   SECTION 901.   Supplemental Indentures Without Consent of Holders......    53
   SECTION 902.   Supplemental Indentures With Consent of Holders.........    54
   SECTION 903.   Execution of Supplemental Indentures....................    56
   SECTION 904.   Effect of Supplemental Indentures.......................    56
   SECTION 905.   Conformity with Trust Indenture Act.....................    56
   SECTION 906.   Reference in Securities to Supplemental Indentures......    56
   SECTION 907.   Notice of Supplemental Indentures.......................    56

ARTICLE TEN COVENANTS.....................................................    57

   SECTION 1001.  Payment of Principal, Premium, if any, Interest
                    and Additional Amounts................................    57
   SECTION 1002.  Maintenance of Office or Agency.........................    57
   SECTION 1003.  Money for Securities Payments to Be Held in Trust.......    58
   SECTION 1004.  (Omitted)...............................................    60
   SECTION 1005.  Existence...............................................    60
   SECTION 1006.  Maintenance of Properties...............................    60
   SECTION 1007.  Insurance...............................................    60
   SECTION 1008.  Payment of Taxes and Other Claims.......................    60
   SECTION 1009.  Provision of Financial Information......................    61
   SECTION 1010.  Statement as to Compliance..............................    61
   SECTION 1011.  Additional Amounts......................................    61
   SECTION 1012.  Waiver of Certain Covenants.............................    62

ARTICLE ELEVEN REDEMPTION OF SECURITIES...................................    63

   SECTION 1101.  Applicability of Article................................    63
   SECTION 1102.  Election to Redeem; Notice to Trustee...................    63
   SECTION 1103.  Selection by Trustee of Securities to Be Redeemed.......    63
   SECTION 1104.  Notice of Redemption....................................    64
   SECTION 1105.  Deposit of Redemption Price.............................    65
   SECTION 1106.  Securities Payable on Redemption Date...................    66
   SECTION 1107.  Securities Redeemed in Part.............................    66

ARTICLE TWELVE SINKING FUNDS..............................................    67

   SECTION 1201.  Applicability of Article................................    67
   SECTION 1202.  Satisfaction of Sinking Fund Payments with
                    Securities............................................    67
   SECTION 1203.  Redemption of Securities for Sinking Fund...............    67

ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS.......................    68

   SECTION 1301.  Applicability of Article................................    68
   SECTION 1302.  Repayment of Securities.................................    68
   SECTION 1303.  Exercise of Option......................................    68
   SECTION 1304.  When Securities Presented for Repayment Become Due
                    and Payable...........................................    69
   SECTION 1305.  Securities Repaid in Part...............................    70




                                    - iii -

                                                                         
ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE.......................    70

   SECTION 1401.  Applicability of Article; Company's Option to
                    Effect Defeasance or Covenant Defeasance..............    70
   SECTION 1402.  Defeasance and Discharge................................    71
   SECTION 1403.  Covenant Defeasance.....................................    71
   SECTION 1404.  Conditions to Defeasance or Covenant Defeasance.........    72
   SECTION 1405.  Deposited Money and Government Obligations to Be
                    Held in Trust; Other Miscellaneous Provisions.........    73

ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES.........................    74

   SECTION 1501.  Purposes for Which Meetings May Be Called...............    74
   SECTION 1502.  Call, Notice and Place of Meetings......................    75
   SECTION 1503.  Persons Entitled to Vote at Meetings....................    75
   SECTION 1504.  Quorum; Action..........................................    75
   SECTION 1505.  Determination of Voting Rights; Conduct and
                    Adjournment of Meetings...............................    76
   SECTION 1506.  Counting Votes and Recording Action of Meetings.........    77
   SECTION 1507.  Evidence of Action Taken by Holders.....................    78
   SECTION 1508.  Proof of Execution of Instruments.......................    78

ARTICLE SIXTEEN CONVERSION OR EXCHANGE OF SECURITIES......................    78

   SECTION 1601.  Applicability of Article................................    78
   SECTION 1602.  Election to Exchange; Notice to Trustee and
                    Holders...............................................    78
   SECTION 1603.  No Fractional Shares....................................    78
   SECTION 1604.  Adjustment of Conversion Rate or Exchange Rate..........    79
   SECTION 1605.  Payment of Certain Taxes Upon Exchange..................    79
   SECTION 1606.  Shares Free and Clear...................................    80
   SECTION 1607.  Cancellation of Security................................    80
   SECTION 1608.  Duties of Trustee Regarding Exchange and
                    Conversion............................................    80
   SECTION 1609.  Repayment of Certain Funds Upon Exchange or
                    Conversion............................................    80
   SECTION 1610.  Exercise of Conversion or Exchange Privilege............    81
   SECTION 1611.  Effect of Consolidation or Merger on Exchange or
                    Conversion Privilege..................................    82

ARTICLE SEVENTEEN GUARANTEES..............................................    83

   SECTION 1701.  Guarantee...............................................    83

TESTIMONIUM
SIGNATURES AND SEALS
ACKNOWLEDGMENTS
EXHIBIT A - FORMS OF CERTIFICATION




                                     - iv -

                                RAILAMERICA, INC.

      Reconciliation and tie between Trust Indenture Act of 1939, as amended
(the "1939 Act"), and Indenture, dated as of June ___, 2004



      TRUST INDENTURE ACT SECTION           INDENTURE SECTION
      ---------------------------           -----------------
                                         
      Section 310(a)(1)..................   607
         (a)(2)..........................   607
         (b).............................   608
      Section 312(c).....................   701
      Section 314(a).....................   703
         (a)(4)..........................   1010
         (c)(1)..........................   102
         (c)(2)..........................   102
         (e).............................   102
      Section 315(b).....................   601
      Section 316(a)(last sentence)......   101 ("Outstanding")
         (a)(1)(A).......................   502, 512
         (a)(1)(B).......................   513
         (b).............................   508
      Section 317(a)(1)..................   503
         (a)(2)..........................   504
      Section 318(a).....................   112
         (c).............................   112


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

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

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


                                     - v -

                                    INDENTURE

      INDENTURE, dated as of June __, 2004, between RAILAMERICA, INC., a
Delaware corporation (hereinafter called the "Company"), having its principal
office at 5300 Broken Sound Boulevard, N.W., Boca Raton, Florida 33487, the
guarantors listed on Schedule I hereto as such schedule may be amended from time
to time (herein called the "Guarantors") and JPMORGAN CHASE BANK, a New York
banking corporation, as Trustee hereunder (hereinafter called the "Trustee"),
having its Corporate Trust Office at 4 New York Plaza, New York, New York,
10004.

                             RECITALS OF THE COMPANY

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

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

      For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of any
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 the context otherwise requires:

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

      (2) all other terms used herein which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein, and the terms "cash transaction" and "self-liquidating paper," as used
in Trust Indenture Act Section 311, shall have the meanings assigned to them in
the rules of the Commission adopted under the Trust Indenture Act;


                                       1

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

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

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

      "Act" has the meaning specified in Section 104.

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

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

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

      "Authorized Newspaper" means a newspaper, printed in the English language
or in an official language of the country of publication, customarily published
on each Business Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in each place in connection with which the
term is used or in the financial community of each such place. Whenever
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different Authorized
Newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.

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

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

      "Board of Directors" means either (i) the Board of Directors of the
Company, the executive committee or any other committee or director of that
board duly authorized to act for it in respect hereof, or (ii) one or more duly
authorized officers of the Company to whom the Board of Directors of the Company
or a committee thereof has delegated the authority to act with respect to the
matters contemplated by this Indenture.

      "Board Resolution" means (i) 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 or a committee thereof, and to be in full force and
effect on the date of such certification, and delivered to the Trustee or (ii) a
certificate signed by the authorized officer or officers of the


                                       2

Company to whom the Board of Directors of the Company or a committee thereof has
delegated its authority (as described in the definition of Board of Directors),
and in each case, delivered to the Trustee.

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

      "Clearstream" means Clearstream Banking, S.A., Luxembourg , or its
successor.

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

      "Common Depository" has the meaning specified in Section 304(b).

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

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

      "Conversion Event" means the cessation of use of (i) a Foreign Currency
(other than as otherwise provided with respect to a Security pursuant to Section
301) as provided by the government of the country which issued such currency and
for the settlement of transactions by a central bank or other public
institutions of or within the international banking community, or (ii) any
currency unit (or composite currency) for the purposes for which it was
established.

      "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at 4 New York Plaza, New York, New
York, 10004.

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

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

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

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


                                       3

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

      "DTC" means The Depository Trust Company.

      "Euroclear" means Euroclear Bank, S.A./N.V., or its successors as
operator of the Euroclear System.

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

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

      "Event of Default" has the meaning specified in Section 501.

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

      "Foreign Currency" means any currency, currency unit or composite currency
issued by the government of one or more countries other than the United States
of America or by any recognized confederation or association of such
governments.

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

      "Government Obligations" means securities which are (i) direct obligations
of the United States of America or the government which issued the Foreign
Currency in which the Securities of a particular series are payable, for the
payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America or such government which issued the Foreign
Currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.

      "Guarantee" means a guarantee by any Guarantor of an obligation under this
Indenture.


                                       4

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

      "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall
include the terms of particular series of Securities established as contemplated
by Section 301; provided, however, that, if at any time more than one Person is
acting as Trustee under this instrument, "Indenture" shall mean, with respect to
any one or more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of those
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

      "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

      "interest" when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, shall mean interest
payable after Maturity, and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 1011, includes such
Additional Amounts.

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

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

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

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

      "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.


                                       5

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

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

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

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

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

      (v)   Securities converted or exchanged into other securities or property
            (including securities of other issuers) of the Company pursuant to
            or in accordance with this Indenture if the terms of such Securities
            provide for convertibility or exchange pursuant to Section 301;
            provided, however, that in determining whether the Holders of the
            requisite principal amount of the Outstanding Securities have given
            any request, demand, authorization, direction, notice, consent or
            waiver hereunder or are present at a meeting of Holders for quorum
            purposes, and for the purpose of making the calculations required by
            Trust Indenture Act Section 313, (i) the principal amount of an
            Original Issue Discount Security that may be counted in making such
            determination or calculation and that shall be deemed to be
            Outstanding for such purpose shall be equal to the amount of
            principal thereof that would be (or shall have been declared to be)
            due and payable, at the time of such determination, upon a
            declaration of acceleration of the maturity thereof pursuant to
            Section 502, (ii) the principal amount of any Security denominated
            in a Foreign Currency that may be counted in making such
            determination or calculation and that shall be deemed Outstanding
            for such purpose shall be equal to the Dollar equivalent, determined
            pursuant to Section 301 as of the date such Security is originally
            issued by the Company, of the principal amount (or, in the case of
            an Original Issue Discount Security, the Dollar equivalent as of
            such date of original issuance of the amount determined as provided
            in clause (i) above) of such Security, (iii) the principal amount of
            any Indexed Security that may be


                                       6

            counted in making such determination or calculation and that shall
            be deemed outstanding for such purpose shall be equal to the
            principal face amount of such Indexed Security at original issuance,
            unless otherwise provided with respect to such Indexed Security
            pursuant to Section 301, and (iv) Securities owned by the Company or
            any other obligor upon the Securities or any Affiliate of the
            Company or of such other obligor shall be disregarded and deemed not
            to be Outstanding, except that, in determining whether the Trustee
            shall be protected in making such calculation or in relying upon any
            such request, demand, authorization, direction, notice, consent or
            waiver, only Securities which a Responsible Officer of the Trustee
            actually knows to be so owned shall be so disregarded. Securities so
            owned which have been pledged in good faith may be regarded as
            Outstanding if the pledgee establishes to the satisfaction of the
            Trustee the pledgee's right so to act with respect to such
            Securities and that the pledgee is not the Company or any other
            obligor upon the Securities or any Affiliate of the Company or of
            such other obligor.

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

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

      "Place of Payment" means, when used with respect to the Securities of or
within any series, the place or places where the principal of (and premium, if
any) and interest on such Securities are payable as specified as contemplated by
Sections 301 and 1002.

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains.

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

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

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

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


                                       7

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

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

      "Responsible Officer" means any vice president, assistant vice president,
assistant treasurer, assistant secretary or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and having direct responsibility for the administration of
this Indenture, and also, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

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

      "Security" has the meaning stated in the first recital of this Indenture
and, more particularly, means any Security or Securities authenticated and
delivered under this Indenture; provided, however, that if at any time there is
more than one Person acting as Trustee under this Indenture, "Securities" with
respect to the Indenture as to which such Person is Trustee shall have the
meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of or within any series as to which such
Person is not Trustee.

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

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

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

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

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


                                       8

      "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as
amended and as in force at the date as of which this Indenture was executed,
except as provided in Section 905.

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this Indenture or pursuant to Section 301(9) until a successor Trustee shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter "Trustee" shall mean or include each Person who is then a Trustee
hereunder; provided, however, that if at any time there is more than one such
Person, "Trustee" as used with respect to the Securities of or within any series
shall mean only the Trustee with respect to the Securities of that series. If
Trustees with respect to different series of Securities are trustees under this
Indenture, nothing herein shall constitute the Trustees co-trustees of the same
trust, and each Trustee shall be the trustee of a trust separate and apart from
any trust administered by any other Trustee with respect to a different series
of Securities.

      "United States" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

      "United States person" means, unless otherwise specified with respect to
any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any State
thereof or the District of Columbia or an estate or trust the income of which is
subject to United States federal income taxation regardless of its source.

      "Yield to Maturity" means the yield to maturity, computed at the time of
issuance of a Security (or, if applicable, at the most recent predetermination
of interest on such Security) and as set forth in such Security in accordance
with generally accepted United States bond yield computation principles.

      SECTION 102. Compliance Certificates and Opinions.

      Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture (including covenants, compliance with which
constitute conditions precedent) relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (excluding certificates delivered
pursuant to Section 1010) shall include:

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


                                       9

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

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

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

      SECTION 103. Form of Documents Delivered to Trustee.

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

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

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

      SECTION 104. Acts of Holders.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders of
the Outstanding Securities of all series or one or more series, as the case may
be, may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agents duly appointed in
writing. Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders of
Securities of such series may, alternatively, be embodied in and evidenced by
the record of Holders of Securities of such series voting in favor thereof,
whether in person or by proxies duly appointed in writing, at any meeting of
Holders of Securities of such series duly called and held in accordance with the
provisions of Article Fifteen, or a combination of such instruments and any such
record. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to
the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments and any such record (and the action


                                       10

embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments or so voting at any
such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to Section 612 and
TIA Sections 315(a) through 315(d)) conclusive in favor of the Trustee and the
Company and any agent of the Trustee or the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1506.

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

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

      (d) The ownership of Bearer Securities may be proved by the production of
such Bearer Securities or by a certificate executed, as depository, by any trust
company, bank, banker or other depository, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depository, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding. The ownership of Bearer
Securities may also be proved in any other manner which the Trustee deems
sufficient.

      (e) If the Company shall solicit from the Holders of Registered Securities
any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, in or pursuant to a Board Resolution, fix
in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be


                                       11

Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven
months after the record date.

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

      SECTION 105. Notices, etc., to Trustee and Company.

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

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

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

      SECTION 106. Notice to Holders; Waiver.

      Where this Indenture provides for notice of any event to Holders of
Registered Securities by the Company or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each such Holder affected by such
event, at his address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Holders of Registered Securities is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the sufficiency
of any notice to Holders of Bearer Securities given as provided herein. Any
notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually
receives such notice.

      If by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification to


                                       12

Holders of Registered Securities as shall be made with the approval of the
Trustee shall constitute a sufficient notification to such Holders for every
purpose hereunder.

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

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

      Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

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

      SECTION 107. Effect of Headings and Table of Contents.

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

      SECTION 108. Successors and Assigns.

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


                                       13

      SECTION 109. Separability Clause.

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

      SECTION 110. Benefits of Indenture.

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

      SECTION 111. No Personal Liability.

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

      SECTION 112. Governing Law.

      This Indenture and the Securities and coupons shall be governed by and
construed in accordance with the laws of the State of New York. This Indenture
is subject to the provisions of the TIA that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

      SECTION 113. Legal Holidays.

      In any case where any Interest Payment Date, Redemption Date, Repayment
Date, sinking fund payment date, Stated Maturity or Maturity of any Security or
the last date on which a Holder has the right to convert or exchange a Security
at a particular conversion or exchange price shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or
any Security or coupon other than a provision in the Securities of any series
which specifically states that such provision shall apply in lieu hereof),
payment of interest or any Additional Amounts or principal (and premium, if any)
need not be made at such Place of Payment on such date, and conversion or
exchange need not be made at such Place of Payment on such date, but may be made
on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date, Redemption Date, Repayment
Date or sinking fund payment date, or at the Stated Maturity or Maturity or on
such last day for conversion or exchange, provided that no interest shall accrue
on the amount so payable for the period from and after such Interest Payment
Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be, to the next such Business Day.


                                       14

                                   ARTICLE TWO
                                SECURITIES FORMS

      SECTION 201. Forms of Securities.

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

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

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

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

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

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

                                       JPMorgan Chase Bank, as Trustee

                                       By:
                                          -------------------------------------
                                                   Authorized Officer

      SECTION 203. Securities Issuable in Global Form.

      If Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding clause (8) of
Section 301 and the provisions of Section 302, any such Security shall represent
such of the Outstanding Securities of such series as shall be specified therein
and may provide that it shall represent the aggregate amount of Outstanding
Securities of such series from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities of such series represented thereby
may from time to time be increased or decreased to reflect exchanges, maturities
or redemptions. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding


                                       15

Securities represented thereby shall be made by the Trustee in such manner and
upon written instruction given by such Person or Persons as shall be specified
therein or in the Company Order to be delivered to the Trustee pursuant to
Section 303 or 304. Subject to the provisions of Section 303 and, if applicable,
Section 304, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon written instructions given by the Person or
Persons specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 102.

      The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

      Notwithstanding the provisions of Section 307, unless otherwise specified
as contemplated by Section 301, payment of principal of and any premium and
interest on any Security in permanent global form shall be made to the Person or
Persons specified therein.

      Notwithstanding the provisions of Section 308 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or Clearstream.

      SECTION 204. CUSIP, CINS or ISIN Numbers.

      The Company in issuing any series of Securities may use "CUSIP", "CINS" or
"ISIN" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP", "CINS" or "ISIN" numbers in notices 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 such Securities or as contained
in any notice and that reliance may be placed only on the other identification
numbers printed on such Securities, and any such action relating to such notice
shall not be affected by any defect in or omission of such numbers in such
notice. The Company shall promptly notify the Trustee of any change in the
"CUSIP", "CINS" or "ISIN" numbers.

                                  ARTICLE THREE
                                 THE SECURITIES

      SECTION 301. Amount Unlimited; Issuable in Series.

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


                                       16

      The Securities may be issued in one or more series. There shall be
established in or pursuant to one or more Board Resolutions, or indentures
supplemental hereto, prior to the issuance of Securities of any series, any or
all of the following, as applicable (each of which (except for the matters set
forth in clauses (1), (2) and (15) below), if so provided, may be determined
from time to time by the Company with respect to unissued Securities of or
within the series when issued from time to time):

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

            (2) any limit upon the aggregate principal amount of the Securities
of or within the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of or within
the series pursuant to Section 304, 305, 306, 906, 1107, 1305 or 1610);

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

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

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

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

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


                                       17

within the series shall be redeemed, repaid or purchased, in whole or in part,
pursuant to such obligation;

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

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

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

            (11) if other than Dollars, the Foreign Currency or Currencies in
which payment of the principal of (and premium, if any) or interest or
Additional Amounts, if any, on the Securities of or within the series shall be
payable or in which the Securities of or within the series shall be denominated
and the method by which the Dollar equivalent of the principal amount of such
Foreign Currency Security may be determined;

            (12) whether the amount of payments of principal of (and premium, if
any) or interest, if any, on the Securities of or within the series may be
determined with reference to an index, formula or other method (which index,
formula or method may be based, without limitation, on one or more currencies,
currency units, composite currencies, commodities, equity indices or other
indices), and the manner in which such amounts shall be determined;

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

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

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


                                       18

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

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

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

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

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

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

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


                                       19

            (23) the obligation, if any, of the Company to permit the Securities
of such series to be converted into or exchanged for common stock of the Company
or other securities or property of the Company or any other issuer and the terms
and conditions upon which such conversion or exchange shall be effected
(including, without limitation, the initial conversion price or rate, the
conversion or exchange period, any adjustment of the applicable conversion or
exchange price or rate and any requirements relative to the reservation of such
shares for purposes of conversion or exchange);

            (24) the provisions, if any, relating to any security provided for
the Securities of the series;

            (25) whether the Securities rank as senior Securities, senior
subordinated Securities or subordinated Securities or any combination thereof
and the terms of any such subordination, if applicable;

            (26) the form and terms of any guarantee of any Securities of the
series;

            (27) if convertible or exchangeable, any applicable limitations on
the ownership or transferability of the securities or property into which such
Securities are convertible or exchangeable; and

            (28) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture except as permitted by
Section 901).

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

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

      SECTION 302. Denominations.

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


                                       20

      SECTION 303. Execution, Authentication, Delivery and Dating.

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

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

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

      If all of the Securities of any series are not to be issued at one time
and if the Board Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities and determining the terms of
particular Securities of such series, such as interest rate or formula, maturity
date, date of issuance and date from which interest shall accrue. In
authenticating Securities, and accepting the additional responsibilities under
this Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 612 and TIA Section 315(a) through 315(d))
shall be fully protected in conclusively relying upon:

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

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


                                       21

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

            (c)   such Securities, together with any coupons appertaining
                  thereto, when completed pursuant to such procedures as may be
                  specified therein, and executed and delivered by the Company
                  to the Trustee for authentication in accordance with this
                  Indenture, authenticated and delivered by the Trustee in
                  accordance with this Indenture and issued by the Company in
                  the manner and subject to any conditions specified in such
                  Opinion of Counsel, will constitute legal, valid and binding
                  obligations of the Company, enforceable in accordance with
                  their terms, subject to applicable bankruptcy, insolvency,
                  reorganization and other similar laws of general applicability
                  relating to or affecting the enforcement of creditors' rights
                  generally and to general equitable principles and to such
                  other matters as may be specified therein; and

            (d)   the issuance of such Securities and any coupons will not
                  contravene the certificate of incorporation or bylaws of the
                  Company or result in any violation of any of the terms or
                  provisions of any law or regulation or of any indenture,
                  mortgage or other agreement known to such counsel by which the
                  Company is bound.

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

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

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

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


                                       22


      No Security or coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security or the Security to which such coupon appertains a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309 together
with a written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued or sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

      SECTION 304. Temporary Securities.

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

      Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with Section 304(b) or as otherwise provided in or
pursuant to a Board Resolution), if temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 303.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series.

      (b) Unless otherwise provided as contemplated in Section 301, this Section
304(b) shall govern the exchange of temporary Securities issued in global form
other than through the facilities of DTC. If any such temporary Security is
issued in global form, then such temporary global Security shall, unless
otherwise provided therein, be delivered to the London, England

                                       23

office of a depository or common depository (the "Common Depository"), for the
benefit of Euroclear and Clearstream.

      Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in an aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depository to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of or within the same series of authorized
denominations and of like tenor as the portion of such temporary global Security
to be exchanged. The definitive Securities to be delivered in exchange for any
such temporary global Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 301, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that, unless otherwise specified in such temporary
global Security, upon such presentation by the Common Depository, such temporary
global Security is accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euroclear as to the portion of such temporary
global Security, if any, held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by
Clearstream as to the portion of such temporary global Security, if any, held
for its account then to be exchanged, each in the form set forth in Exhibit A-2
to this Indenture or in such other form as may be established pursuant to
Section 301; and provided further that definitive Bearer Securities shall be
delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 303.

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

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

                                       24

otherwise specified as contemplated by Section 301, interest payable on a
temporary global Security on an Interest Payment Date for Securities of such
series occurring prior to the applicable Exchange Date shall be payable to
Euroclear or Clearstream on such Interest Payment Date upon delivery by
Euroclear or Clearstream to the Trustee of a certificate or certificates in the
form set forth in Exhibit A-2 to this Indenture (or in such other forms as may
be established pursuant to Section 301), for credit without further interest on
or after such Interest Payment Date to the respective accounts of Persons who
are the beneficial owners of such temporary global Security on such Interest
Payment Date and who have each delivered to Euroclear or Clearstream, as the
case may be, a certificate dated no earlier than 15 days prior to the Interest
Payment Date occurring prior to such Exchange Date in the form set forth as
Exhibit A-1 to this Indenture (or in such other forms as may be established
pursuant to Section 301). Notwithstanding anything to the contrary herein
contained, the certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of this Section
304(b) and of the third paragraph of Section 303 of this Indenture and the
interests of the Persons who are the beneficial owners of the temporary global
Security with respect to which such certification was made will be exchanged for
definitive Securities of the same series and of like tenor on the Exchange Date
or the date of certification if such date occurs after the Exchange Date,
without further act or deed by such beneficial owners. Except as otherwise
provided in this paragraph, no payments of principal or interest owing with
respect to a beneficial interest in a temporary global Security will be made
unless and until such interest in such temporary global Security shall have been
exchanged for an interest in a definitive Security. Any interest so received by
Euroclear or Clearstream and not paid as herein provided shall be returned to
the Trustee prior to the expiration of two years after such Interest Payment
Date in order to be repaid to the Company.

      SECTION 305. Registration, Registration of Transfer and Exchange.

      The Company shall cause to be kept at the Corporate Trust Office of the
Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the register maintained in such office
or in any such office or agency of the Company in a Place of Payment being
herein sometimes referred to as the "Security Register") in which, subject to
such reasonable regulations as it or the Security Registrar may prescribe, the
Company shall provide for the registration of Registered Securities and of
transfers of Registered Securities. There shall be only one Security Register
for each series of Securities. The Security Register shall be in written form or
any other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially appointed
"Security Registrar" for the purpose of registering Registered Securities and
transfers of Registered Securities on such Security Register as herein provided.
In the event that the Trustee shall cease to be Security Registrar, it shall
have the right to examine the Security Register at all reasonable times and to
require that a copy of the Security Register in written form be delivered to it
from time to time as reasonably requested. Subject to the provisions of this
Section 305, upon surrender for registration of transfer of any Registered
Security of any series at any office or agency of the Company in a Place of
Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount, bearing a
number not contemporaneously outstanding, and containing identical terms and
provisions.

                                       25

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

      If (but only if) permitted as contemplated by Section 301, at the option
of the Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Bearer Securities to
be exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, any such permitted exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
in an amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 1002, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such
office or agency in a permitted exchange for a Registered Security of the same
series and like tenor after the close of business at such office or agency on
(i) any Regular Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the holder making the exchange is entitled to receive.

      Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the depository for any permanent global
Security is DTC, then, unless the terms of such global Security expressly permit
such global Security to be exchanged in whole or in part for definitive
Securities, a global Security may be transferred, in whole but not in part, only
to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for
such global Security

                                       26

selected or approved by the Company or to a nominee of such successor to DTC. If
at any time DTC notifies the Company that it is unwilling or unable to continue
as depository for the applicable global Security or Securities or if at any time
DTC ceases to be a clearing agency registered under the Exchange Act if so
required by applicable law or regulation, the Company shall appoint a successor
depository with respect to such global Security or Securities. If (x) a
successor depository for such global Security or Securities is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such unwillingness, inability or ineligibility, (y) an Event of Default
has occurred and is continuing and the beneficial owners representing a majority
in principal amount of the applicable series of Securities represented by such
global Security or Securities advise DTC to cease acting as depository for such
global Security or Securities or (z) to the extent permitted by DTC, the
Company, in its sole discretion, determines at any time that all Outstanding
Securities (but not less than all) of any series issued or issuable in the form
of one or more global Securities shall no longer be represented by such global
Security or Securities (provided, however, the Company may not make such
determination during the 40-day restricted period provided by Regulation S under
the Securities Act or during any other similar period during which the
Securities must be held in global form as may be required by the Securities
Act), then the Company shall execute, and the Trustee shall authenticate and
deliver, definitive Securities of like series, rank, tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such global Security or Securities and registered in such names and in such
denominations as shall have been set forth in instructions received by the
Trustee from DTC. If any beneficial owner of an interest in a permanent global
Security is otherwise entitled to exchange such an interest for Securities of
such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 301 and provided that
any applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
execute, and the Trustee shall authenticate and deliver definitive Securities in
aggregate principal amount equal to the principal amount of such beneficial
owner's interest in such permanent global Security and registered in such names
and in such denominations as shall have been set forth in instructions received
by the Trustee from DTC. On or after the earliest date on which such interests
may be so exchanged, such permanent global Security shall be surrendered for
exchange by DTC or such other depository as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company's agent for such
purpose; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending on the relevant Redemption Date if the Security for
which exchange is requested may be among those selected for redemption; and
provided further that no Bearer Security delivered in exchange for a portion of
a permanent global Security shall be mailed or otherwise delivered to any
location in the United States. If a Registered Security is issued in exchange
for any portion of a permanent global Security after the close of business at
the office or agency where such exchange occurs on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, interest or Defaulted Interest, as the case may be, will not
be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person

                                       27

to whom interest in respect of such portion of such permanent global Security is
payable in accordance with the provisions of this Indenture.

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

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

      No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107, 1305 or 1610 not involving any
transfer.

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

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

      If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee or the Company, together with
such security or indemnity as may be required by the Company or the Trustee to
save each of them or any agent of either of them harmless, the Company shall
execute, and the Trustee shall authenticate and deliver, in exchange therefor a
new Security of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security.

                                       28

      If there shall be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security or
coupon, and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
actual notice to the Company or the Trustee that such Security or coupon has
been acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

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

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

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

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

      SECTION 307. Payment of Interest; Interest Rights Preserved.

      Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, interest on any Registered
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business

                                       29

on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided, however,
that each installment of interest on any Registered Security may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 308,
to the address of such Person as it appears on the Security Register or (ii)
transfer to an account maintained by the payee located inside the United States;
provided, that the Paying Agent shall have received appropriate wire transfer
instructions at least five Business Days prior to the applicable Interest
Payment Date.

      Unless otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, payment of interest may be made, in the case of a
Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States; provided, that the Paying Agent shall have
received appropriate wire transfer instructions at least five Business Days
prior to the applicable Interest Payment Date.

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

      Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "Defaulted Interest")
shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

            (1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Registered Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Registered
Security of such series and the date of the proposed payment (which shall not be
less than 20 days after such notice is received by the Trustee), and at the same
time the Company shall deposit with the Trustee an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit
on or prior to the date of the proposed payment, such money when deposited to be
held in trust for the benefit of the Persons entitled to such Defaulted Interest
as in this clause provided. Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense

                                       30

of the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of Registered Securities of such series at such Holder's
address as it appears in the Security Register not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names the
Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (2).

            (2) The Company may make payment of any Defaulted Interest on the
Registered Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such Securities may be
listed, and upon such notice as may be required by such exchange, if, after
written 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.

      Subject to the provisions of Section 1402 and except as otherwise
specified with respect to a series of Securities in accordance with the
provisions of Section 301, in the case of any Security which is converted or
exchanged after any Regular Record Date and on or prior to the next succeeding
Interest Payment Date (other than any Security, the principal of (or premium, if
any, on) which shall become due and payable, whether at a Stated Maturity or by
declaration of acceleration, call for redemption, or otherwise, prior to such
Interest Payment Date), interest whose Stated Maturity is on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion or exchange, and such interest (whether or not punctually paid or
duly provided for) shall be paid to the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of business on
such Regular Record Date. Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Security which is converted
or exchanged, interest whose Stated Maturity is after the date of conversion or
exchange of such Security shall not be payable.

      SECTION 308. Persons Deemed Owners.

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

                                       31

      Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the Holder of any Bearer Security and the Holder of any coupon
as the absolute owner of such Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupon be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

      None of the Company, the Trustee, any Paying Agent or the Security
Registrar, nor any agent of the Company or the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

      Notwithstanding the foregoing, with respect to any global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any depository, as a Holder, with respect to
such global Security or impair, as between such depository and owners of
beneficial interests in such global Security, the operation of customary
practices governing the exercise of the rights of such depository (or its
nominee) as Holder of such global Security.

      SECTION 309. Cancellation.

      All Securities and coupons surrendered for payment, redemption, repayment
at the option of the Holder, registration of transfer or exchange or for credit
against any sinking fund payment shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee, and any such Securities and coupons
and Securities and coupons surrendered directly to the Trustee for any such
purpose shall be promptly canceled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. If the Company shall so
acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. Canceled Securities and coupons held by the Trustee shall be disposed
of by the Trustee in accordance with its customary practices and, if required in
writing by the Company, the Trustee shall deliver a certificate of such
disposition to the Company, unless by a Company Order the Company directs their
return to it.

      SECTION 310. Computation of Interest.

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

                                       32

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

      SECTION 401. Satisfaction and Discharge of Indenture.

      This Indenture shall upon Company Request cease to be of further effect
with respect to any series of Securities specified in such Company Request
(except as to any surviving rights of registration of transfer or exchange of
Securities of such series herein expressly provided for and any right to receive
Additional Amounts, as provided in Section 1011), and the Trustee, upon receipt
of a Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

            (1)   either

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

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

            (i)   have become due and payable, or

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

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

and the Company, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust for
the purpose an amount in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable, sufficient to pay and discharge the entire indebtedness on such
Securities

                                       33

and such coupons not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest, and any Additional Amounts with
respect thereto, to the date of such deposit (in the case of Securities which
have become due and payable) or the Stated Maturity or Redemption Date, as the
case may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 and, if money shall have been deposited with and held by the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003, shall survive.

      In the event that there are Securities of two or more series Outstanding
hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Securities of a particular series as to which it is Trustee and if
the other conditions thereto are met.

      SECTION 402. Application of Trust Funds.

      Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, the coupons
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any), and any interest and Additional Amounts for whose payment such money has
been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

                                  ARTICLE FIVE
                                    REMEDIES

      SECTION 501. Events of Default.

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

            (1) default in the payment of any interest upon or any Additional
Amounts payable in respect of any Security of or within that series or of any
coupon appertaining thereto,

                                       34

when such interest, Additional Amounts or coupon becomes due and payable, and
continuance of such default for a period of 30 days; or

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

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

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

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

            (A)   commences a voluntary case,

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

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

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

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

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

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

            (C)   orders the liquidation of the Company or any Significant
                  Subsidiary, and the order or decree remains unstayed and in
                  effect for 90 days; or

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

                                       35

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

      SECTION 502. Acceleration of Maturity; Rescission and Annulment.

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

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

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

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

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

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

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

            (2) all Events of Default with respect to Securities of that series,
other than the nonpayment of the principal of (or premium, if any) or interest
on Securities of that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 513.

                                       36

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

      SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

      The Company covenants that if:

            (1) default is made in the payment of any installment of interest or
Additional Amounts, if any, on any Security of any series and any related coupon
when such interest or Additional Amount becomes due and payable and such default
continues for a period of 30 days, or

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

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium, if any) and interest and Additional Amounts, with interest upon any
overdue principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installments of interest
or Additional Amounts, if any, at the rate or rates borne by or provided for in
such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

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

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

      SECTION 504. Trustee May File Proofs of Claim.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
of any series shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the

                                       37

payment of overdue principal, premium, if any, or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise:

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

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

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

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

      SECTION 506. Application of Money Collected.

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

                                       38

      FIRST:      To the payment of all amounts due the Trustee and any
                  predecessor Trustee under Section 606,

      SECOND:     in accordance with the subordination provisions, if any, of
                  the Securities of such series;

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

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

      SECTION 507. Limitation on Suits.

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

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

            (2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

                                       39

            SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium, if any, Interest and Additional Amounts.

            Notwithstanding any other provision in this Indenture, the Holder of
any Security or coupon shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium, if any) and (subject to
Sections 305 and 307) interest on, and any Additional Amounts in respect of,
such Security or payment of such coupon on the respective due dates expressed in
such Security or coupon (or, in the case of redemption or repayment, on the
Redemption Date or Repayment Date), to convert or exchange such Securities in
accordance with Article Sixteen and to institute suit for the enforcement of any
such payment, conversion or exchange and such rights shall not be impaired
without the consent of such Holder.

            SECTION 509. Restoration of Rights and Remedies.

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

            SECTION 510. Rights and Remedies Cumulative.

            Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons in the
last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities or coupons is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

            SECTION 511. Delay or Omission Not Waiver.

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

            SECTION 512. Control by Holders of Securities.

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

                                       40

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

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

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

      SECTION 513. Waiver of Past Defaults.

      The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series and any related coupons consent to the waiver of any
past default hereunder with respect to such series and its consequences, except
a default

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

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

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

      SECTION 514. Waiver of Stay or Extension Laws.

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

      SECTION 515. Undertaking for Costs.

      All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of 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

                                       41

having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on or Additional Amounts payable with respect to any Security on or after the
respective Stated Maturities expressed in such Security (or in the case of
redemption or repayment, on or after the Redemption Date or Repayment Date) or
to enforce the right to convert or exchange any Security in accordance with
Article Sixteen.

                                   ARTICLE SIX
                                   THE TRUSTEE

      SECTION 601. Notice of Defaults.

      Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit in the manner and to
the extent provided in TIA Section 313(c), notice of such default hereunder
actually known to a Responsible Officer of the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of (or premium, if any) or interest on
or any Additional Amounts with respect to any Security of such series, or in the
payment of any sinking fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders of the Securities
and coupons of such series; and provided further that in the case of any default
or breach of the character specified in Section 501(4) with respect to the
Securities and coupons of such series, no such notice to Holders shall be given
until at least 60 days after the occurrence thereof. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to the Securities
of such series. The Trustee shall not be charged with knowledge of the identity
of any Significant Subsidiary unless a Responsible Officer of the Trustee shall
have actual knowledge of such identity or unless the Company or any Holder shall
have given the Trustee notice thereof in accordance with Section 105.

      SECTION 602. Certain Rights of Trustee.

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

(1)   the Trustee shall perform only such duties as are expressly undertaken by
      it to perform under this Indenture and no implied covenants or obligations
      shall be read into this Indenture against the Trustee;

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

                                       42

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

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

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

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

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

(8)   the Trustee may execute any of the trusts or powers hereunder or perform
      any duties hereunder either directly or by or through agents, attorneys,
      custodians or nominees and the Trustee shall not be responsible for any
      misconduct or negligence on the part of any agent, attorney, custodian or
      nominee appointed with due care by it hereunder;

(9)   the Trustee shall not be liable for any action taken, suffered or omitted
      by it in good faith and reasonably believed by it to be authorized or
      within the discretion or rights or powers conferred upon it by this
      Indenture. The Trustee shall not be required to expend or risk its own
      funds or otherwise incur any financial liability in the performance of any
      of its duties hereunder, or in the exercise of any of its rights or
      powers, if it shall have reasonable grounds for believing that repayment
      of such funds or indemnity satisfactory to the Trustee against such risk
      or liability is not reasonably assured to it; and

(10)  in case an Event of Default shall occur and be continuing, the Trustee
      shall exercise such of its rights and powers under this Indenture and use
      the same degree of care and skill in

                                       43

      their exercise as a prudent person would exercise or use under the
      circumstances in the conduct of his own affairs.

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

      The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

      SECTION 604. May Hold Securities.

      The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and coupons and, subject to Section
613 and TIA Sections 310(b) and 311, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Paying Agent, Security
Registrar, Authenticating Agent or such other agent.

      SECTION 605. Money Held in Trust.

      Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on, or investment of, any money received by it hereunder.

      SECTION 606. Compensation and Reimbursement.

      The Company agrees:

            (1) to pay to the Trustee from time to time reasonable compensation
for all services rendered by it hereunder, including extraordinary services
rendered in connection with or during the continuation of a default hereunder
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);

            (2) to reimburse each of the Trustee and any predecessor Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by it in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
agents and counsel), except to the extent any such expense, disbursement or
advance may be attributable to its gross negligence or bad faith; and

            (3) to indemnify each of the Trustee and any predecessor Trustee and
each of their respective directors, officers, agents and employees for, and to
hold each of them harmless against, any loss, liability or expense, arising out
of or in connection with the acceptance or administration of the trust or trusts
or the performance of its duties hereunder, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or

                                       44

performance of any of its powers or duties hereunder except to the extent any
such loss, liability or expense may be attributable to its own gross negligence
or bad faith.

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

      Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default described in Section 501(5) and (6), such
expenses (including the fees and expenses of its counsel) and the compensation
for such services are intended to constitute expenses of administration under
any Bankruptcy Law.

      The provisions of this Section shall survive the satisfaction and
discharge of this Indenture or the resignation or removal of the Trustee.

      SECTION 607. Corporate Trustee Required; Eligibility.

      There shall at all times be a Trustee hereunder which shall be eligible to
act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus of at least $50,000,000 or is a subsidiary of a corporation which shall
be a Person that has a combined capital and surplus of at least $50,000,000 and
which unconditionally guarantees the obligations of the Trustee hereunder. If
such Trustee or Person publishes reports of condition at least annually,
pursuant to law or the requirements of Federal, State, Territorial or District
of Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Trustee or Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

      SECTION 608. Resignation and Removal; Appointment of Successor.

      (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609.

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

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

                                       45

      (d) If at any time:

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

            (2) the Trustee shall cease to be eligible under Section 607 and
shall fail to resign after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for at least
six months, or

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

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

      (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause with respect
to the Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series). If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner hereinafter provided, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to Securities of such series.

      (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series in the manner
provided for notices to the Holders of Securities in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

                                       46

      SECTION 609. Acceptance of Appointment By Successor.

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

      (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto,
pursuant to Article Nine hereof, wherein each successor Trustee shall accept
such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

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

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

                                       47

      (e) All monies due and owing to the Trustee shall be paid before the
successor Trustee accepts its appointment.

      SECTION 610. Merger, Conversion, Consolidation or Succession to Business.

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

      SECTION 611. Appointment of Authenticating Agent.

      At any time when any of the Securities remain Outstanding, the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption or repayment thereof 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. Any such appointment shall be evidenced by an
instrument in writing signed by a Responsible Officer of the Trustee, a copy of
which instrument shall be promptly furnished to the Company. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by
the Trustee or the Trustee's certificate of authentication, such reference shall
be deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
reasonably acceptable to the Company and, except as may otherwise be provided
pursuant to Section 301, shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of
the United States of America or of any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $25,000,000 and subject to supervision or
examination by Federal or State authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

                                       48

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

      An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of or within the series
with respect to which such Authenticating Agent will serve in the manner set
forth in Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

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

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

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

                                      JPMorgan Chase Bank, as Trustee

                                      By:
                                         ---------------------------------------
                                          as Authenticating Agent

                                      By:
                                         ---------------------------------------
                                          Authorized Officer

      SECTION 612. Certain Duties and Responsibilities.

      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


                                       49

exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or indemnity satisfactory to the Trustee
against such risk or liability is not reasonably assured to it. Whether or not
therein expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.

      SECTION 613. Conflicting Interests.

      If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series or under the indenture dated the date hereof
with RailAmerica Transportation Corp. and the Guarantors named therein.

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

      SECTION 701. Disclosure of Names and Addresses of Holders.

      Every Holder of Securities or coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any Authenticating Agent nor any Paying Agent nor any Security Registrar nor
any director, officer, agent or employee of any of them shall be held
accountable by reason of the disclosure of any information as to the names and
addresses of the Holders of Securities or coupons in accordance with TIA Section
312, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under TIA Section 312(b).

      SECTION 702. Reports by Trustee.

      Within 60 days after May 15 of each year commencing with the first May 15
after the first issuance of Securities pursuant to this Indenture, the Trustee
shall transmit by mail to all Holders of Securities as provided in TIA Section
313(c) a brief report dated as of such May 15 if and to the extent required by
TIA Section 313(a).

      To facilitate compliance by the Trustee with TIA Section 313, the Company
will notify the Trustee when any Securities are listed on any stock exchange.

      SECTION 703. Reports by Company.

      The Company will:

            (1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may


                                       50

from time to time by rules and regulations prescribe) which the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if the Company is not required to file information,
documents or reports pursuant to either of such Sections, then it will file with
the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant to
Section 13 of the Exchange Act in respect of a security listed and registered on
a national securities exchange as may be prescribed from time to time in such
rules and regulations;

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

            (3) transmit by mail to the Holders of Securities, within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in TIA Section 313(c), such summaries of any information, documents and
reports required to be filed by the Company pursuant to paragraphs (1) or (2) of
this Section as may be required by rules and regulations prescribed from time to
time by the Commission.

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

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

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

      (b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished, provided, however, that, so long as the Trustee is the Security
Registrar, no such lists shall be required to be furnished.

                                  ARTICLE EIGHT
                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

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

      The Company may consolidate with, or sell, lease or convey all or
substantially all of its assets to, or merge with or into any other Person,
provided that in any such case, (i) either the Company shall be the continuing
entity, or the successor (if other than the Company) entity shall


                                       51

be a Person organized and existing under the laws of the United States or a
State thereof or the District of Columbia and such successor entity shall
expressly assume the due and punctual payment of the principal of (and premium,
if any) and any interest (including all Additional Amounts, if any, payable
pursuant to Section 1011) on all of the Securities, according to their tenor,
the conversion or exchange rights provided for in accordance with Article
Sixteen, if applicable, or as otherwise specified pursuant to Section 301, and
the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company by supplemental
indenture, complying with Article Nine hereof, in form satisfactory to the
Trustee, executed and delivered to the Trustee by such Person and (ii)
immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Subsidiary as a
result thereof as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice
or the lapse of time, or both, would become an Event of Default, shall have
occurred and be continuing.

      SECTION 802. Rights and Duties of Successor Corporation.

      In case of any such consolidation, merger, sale, lease or conveyance and
upon any such assumption by the successor entity, such successor entity shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part, and the predecessor entity,
except in the event of a lease, shall be relieved of any further obligation
under this Indenture and the Securities. Such successor entity thereupon may
cause to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Securities issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee; and, upon the
order of such successor entity, instead of the Company, and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor entity thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.

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

      SECTION 803. Officers' Certificate and Opinion of Counsel.

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


                                       52

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

      SECTION 901. Supplemental Indentures Without Consent of Holders.

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

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

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

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

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

            (5) to add to, change or eliminate any of the provisions of this
Indenture in respect of any series of Securities, provided that any such
addition, change or elimination shall (i) neither (A) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision, nor (B) modify the rights of the
Holder of any such Security with respect to such provision; or (ii) become
effective only when there is no Security Outstanding; or

            (6) to secure the Securities; or


                                       53

            (7) to establish the form or terms of Securities of any series and
any related coupons as permitted by Sections 201 and 301, including (i) the
provisions and procedures relating to Securities convertible into or
exchangeable for other securities or property of the Company or (ii) the
addition or modification of any of the provisions of this Indenture as shall be
necessary or desirable to provide for or facilitate the guarantee of such
Securities by one or more Guarantors; or

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

            (9) to make provision for the subordination of Securities of a
series or to make provision with respect to the conversion or exchange rights of
Holders pursuant to the requirements of Article Sixteen, including providing for
the conversion or exchange of the Securities into any security or property of
the Company or any other issuer; or

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

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

            (12) to amend Schedule I attached hereto to add and/or remove one or
more Guarantors; provided, that no such amendment shall remove any Guarantor
that has guaranteed any Securities Outstanding hereunder; or

            (13) to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Sections 401, 1402 and 1403;
provided in each case that any such action shall not adversely affect the
interests of the Holders of Securities of such series and any related coupons or
any other series of Securities in any material respect.

      SECTION 902. Supplemental Indentures With Consent of Holders.

      With the consent of the Holders of not less than a majority in principal
amount of all Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by or pursuant to a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights
of the Holders of Securities and any related coupons under this Indenture;
provided, however, that


                                       54

no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

(1)   change the Stated Maturity of the principal of (or premium, if any, on) or
      any installment of principal of or interest on, any Security; or reduce
      the principal amount thereof or the rate or amount of interest thereon or
      any Additional Amounts payable in respect thereof, or any premium payable
      upon the redemption thereof, or change any obligation of the Company to
      pay Additional Amounts pursuant to Section 1011 (except as contemplated by
      Section 801(i) and permitted by Section 901(1)), or reduce the amount of
      the principal of an Original Issue Discount Security that would be due and
      payable upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 502 or the amount thereof provable in bankruptcy
      pursuant to Section 504, or adversely affect any right of repayment at the
      option of the Holder of any Security, or change any Place of Payment
      where, or the currency or currencies, currency unit or units or composite
      currency or currencies in which, the principal of any Security or any
      premium or any Additional Amounts payable in respect thereof or the
      interest thereon is payable, or impair the right to institute suit for the
      enforcement of any such payment on or after the Stated Maturity thereof
      (or, in the case of redemption or repayment at the option of the Holder,
      on or after the Redemption Date or the Repayment Date, as the case may
      be); or

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

(3)   modify any of the provisions of this Section, Section 513 or Section 1012,
      except to increase the required percentage to effect such action or to
      provide that certain other provisions of this Indenture cannot be modified
      or waived without the consent of the Holder of each Outstanding Security
      affected thereby; or

(4)   make any change that adversely affects the right to convert or exchange
      any Security as provided in Article Sixteen or pursuant to Section 301
      (except as permitted by Section 901(9)) or decrease the conversion or
      exchange rate or increase the conversion or exchange price of any such
      Security; or

(5)   modify the Guarantees in any manner adverse to the Holders or make any
      amendment referred to in the proviso to Section 901(12).

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

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


                                       55

to such covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series.

      SECTION 903. Execution of Supplemental Indentures.

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

      SECTION 904. Effect of Supplemental Indentures.

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

      SECTION 905. Conformity with 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 906. Reference in Securities to Supplemental Indentures.

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

      SECTION 907. Notice of Supplemental Indentures.

      Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the Company
shall give notice thereof to the Holders of each Outstanding Security affected,
in the manner provided for in Section 106, setting forth in general terms the
substance of such supplemental indenture, but failure to give any such notice
shall not affect the validity of any such supplemental indenture.


                                       56

                                   ARTICLE TEN
                                    COVENANTS

      SECTION 1001. Payment of Principal, Premium, if any, Interest and
Additional Amounts.

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

      SECTION 1002. Maintenance of Office or Agency.

      If Securities of a series are issuable only as Registered Securities, the
Company shall maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered
for payment, where Securities of that series may be surrendered for registration
of transfer or exchange, where Securities of that series may be converted or
exchanged in accordance with Article Sixteen, and where notices and demands to
or upon the Company in respect of the Securities of that series and this
Indenture may be served. If Securities of a series are issuable as Bearer
Securities, the Company will maintain: (A) in the Borough of Manhattan, The City
of New York, an office or agency where any Registered Securities of that series
may be presented or surrendered for payment or conversion, where any Registered
Securities of that series may be surrendered for registration of transfer or
exchange, where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served and where Bearer
Securities of that series and related coupons may be presented or surrendered
for payment or conversion in the circumstances described in the following
paragraph (and not otherwise); (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the
United States, an office or agency where Securities of that series and related
coupons may be presented and surrendered for payment (including payment of any
Additional Amounts payable on Securities of that series pursuant to Section
1011) or conversion; provided, however, that if the Securities of that series
are listed on the Luxembourg Stock Exchange, The International Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent for the
Securities of that series in Luxembourg, London, England or any other required
city located outside the United States, as the case may be, so long as the
Securities of that series are listed on such exchange; and (C) subject to any
laws or regulations applicable thereto, in each Place of Payment for that series
located outside the United States an office or agency where any Securities of
that series


                                       57

may be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of each such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of that
series and the related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Bearer Securities of
that series pursuant to Section 1011) at the offices specified in the Security,
located outside the United States, and the Company hereby appoints the same as
its agent to receive such respective presentations, surrenders, notices and
demands, and the Company hereby appoints the Trustee its agent to receive all
such presentations, surrenders, notices and demands.

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

      The Company may from time to time designate one or more other offices or
agencies where the Securities of one or more series and related coupons, if any,
may be presented or surrendered for any or all of such purposes, and may from
time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in accordance with the requirements
set forth above for Securities of any series for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

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

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

      If the Company shall at any time act as its own Paying Agent with respect
to any series of any Securities and any related coupons, it will, on or before
each due date of the principal of (and premium, if any), or interest on or
Additional Amounts in respect of, any of the Securities of that


                                       58

series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) sufficient to pay the principal (and premium, if any) or interest
or Additional Amounts so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and will promptly notify
the Trustee of its action or failure so to act.

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

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

            (1) hold all sums held by it for the payment of principal of (and
premium, if any) or interest on Securities or Additional Amounts in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as herein provided;

            (2) give the Trustee written notice of any default by the Company
(or any other obligor upon the Securities) in the making of any such payment of
principal (and premium, if any) or interest or Additional Amounts; and

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

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

      Except as otherwise provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on,
or any Additional Amounts in respect of, any Security of any series and
remaining unclaimed for two years after such principal (and premium, if any),
interest or Additional Amounts has become due and payable shall be paid to the


                                       59

Company upon Company Request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment of such
principal of (and premium, if any) or interest on, or any Additional Amounts in
respect of, any Security, without interest thereon, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper in the City of New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

      SECTION 1004. (Omitted)

      SECTION 1005. Existence.

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

      SECTION 1006. Maintenance of Properties.

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

      SECTION 1007. Insurance.

      The Company will, and will cause each of its Subsidiaries to, keep all its
insurable properties insured against loss or damage with commercially reasonable
amounts and types of insurance provided by insurers of recognized
responsibility.

      SECTION 1008. Payment of Taxes and Other Claims.

      The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon it or any Subsidiary or upon the
income, profits or property of the Company or any Subsidiary, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of the Company or any Subsidiary; provided, however, that


                                       60

the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

      SECTION 1009. Provision of Financial Information.

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

      The Company will also in any event (x) within 15 days of each Required
Filing Date file with the Trustee copies of annual reports, quarterly reports
and other documents which the Company would have been required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Company
were subject to such Sections, and (y) if filing such documents by the Company
with the Commission is not permitted under the Exchange Act, promptly upon
written request and payment of the reasonable cost of duplication and delivery,
supply copies of such documents to any prospective Holder.

      SECTION 1010. Statement as to Compliance.

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

      SECTION 1011. Additional Amounts.

      If any Securities of a series provide for the payment of Additional
Amounts, the Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto Additional Amounts as may be specified as
contemplated by Section 301. Whenever in this Indenture there is mentioned, in
any context except in the case of Section 502(1), the payment of the principal
of or any premium or interest on, or in respect of, any Security of any series
or payment of any related coupon or the net proceeds received on the sale or
exchange of any Security of any series, such mention shall be deemed to include
mention of the payment of Additional Amounts provided by the terms of such
series established pursuant to Section 301 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
such terms and express mention of the payment of Additional Amounts (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.


                                       61

      Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of or within the series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities of that series or related coupons and the Company
will pay to the Trustee or such Paying Agent the Additional Amounts, if any,
required by the terms of such Securities. In the event that the Trustee or any
Paying Agent, as the case may be, shall not so receive the above mentioned
certificate, then the Trustee or such Paying Agent shall be entitled (i) to
assume that no such withholding or deduction is required with respect to any
payment of principal or interest with respect to any Securities of a series or
related coupons until it shall have received a certificate advising otherwise
and (ii) to make all payments of principal and interest with respect to the
Securities of a series or related coupons without withholding or deductions
until otherwise advised. The Company covenants to indemnify the Trustee and any
Paying Agent and their respective officers, directors, employees and agents for,
and to hold them harmless against, any loss, liability or expense (including but
not limited to legal fees and expenses) reasonably incurred without gross
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section or in reliance on the Company's not
furnishing such an Officers' Certificate.

      SECTION 1012. Waiver of Certain Covenants.

      The Company and the Guarantors may omit in any particular instance to
comply with any term, provision or condition set forth in Sections 1005 to 1009,
inclusive, and with any other term, provision or condition with respect to the
Securities of any series specified in accordance with Section 301 (except any
such term, provision or condition which could not be amended without the consent
of all Holders of Securities of such series pursuant to Section 902), if before
or after the time for such compliance the Holders of at least a majority in
principal amount of all Outstanding Securities of such series, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company,
the Guarantors and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.


                                       62

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

      SECTION 1101. Applicability of Article.

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

      SECTION 1102. Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of
the Company of the Securities of any series, the Company shall, at least 45 days
prior to the giving of the notice of redemption in Section 1104 (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee, in
writing, of such Redemption Date, and of the principal amount of Securities of
such series to be redeemed and the Redemption Price of such Securities and any
accrued interest and Additional Amounts payable with respect thereto, if any, on
the Redemption Date. 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 condition specified in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate and Opinion of Counsel evidencing compliance with
such restriction or condition.

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

      If less than all the Securities of any series with the same terms are to
be redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series with the same terms not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series.

      If any Security selected for partial redemption is converted or exchanged
in part before termination of the conversion or exchange right with respect to
the portion of the Security so selected, the converted or exchanged portion of
such Security shall be deemed (so far as may be) to be the portion selected for
redemption. Securities which have been converted or exchanged during a selection
of Securities to be redeemed shall be treated by the Trustee as Outstanding for
the purposes of such selection. In any case where more than one Security is
registered in the same name, the Trustee in its discretion may treat the
aggregate principal amount so registered as if it were represented by one
Security.


                                       63

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

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

      SECTION 1104. Notice of Redemption.

      Notice of redemption shall be given in the manner provided in Section 106,
not less than 30 days nor more than 60 days prior to the Redemption Date, unless
a shorter period is specified by the terms of such series established pursuant
to Section 301, to each Holder of Securities to be redeemed, but failure to give
such notice in the manner herein provided to the Holder of any Security
designated for redemption as a whole or in part, or any defect in the notice to
any such Holder, shall not affect the validity of the proceedings for the
redemption of any other such Security or portion thereof.

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

      All notices of redemption shall state:

      (1)   the Redemption Date;

      (2)   the Redemption Price (or if not then ascertainable, the manner of
            calculation thereof), accrued interest to the Redemption Date
            payable as provided in Section 1106, if any, and Additional Amounts,
            if any;

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

      (4)   in case any Security is to be redeemed in part only, that on and
            after the Redemption Date, upon surrender of such Security, the
            holder will receive, without a charge, a new Security or Securities
            of authorized denominations for the principal amount thereof
            remaining unredeemed;

      (5)   that on the Redemption Date the Redemption Price and accrued
            interest to the Redemption Date payable as provided in Section 1106,
            if any, will become due and payable upon each such Security, or the
            portion thereof, to be redeemed and, if applicable, that interest
            thereon shall cease to accrue on and after said date;

      (6)   the Place or Places of Payment where such Securities, together in
            the case of Bearer Securities with all coupons appertaining thereto,
            if any, maturing after the


                                       64

            Redemption Date, are to be surrendered for payment of the Redemption
            Price and accrued interest, if any, or for conversion or exchange;

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

      (8)   that, unless otherwise specified in such notice, Bearer Securities
            of any series, if any, surrendered for redemption must be
            accompanied by all coupons maturing subsequent to the date fixed for
            redemption or the amount of any such missing coupon or coupons will
            be deducted from the Redemption Price, unless security or indemnity
            satisfactory to the Company, the Trustee for such series and any
            Paying Agent is furnished;

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

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

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

      (12)  such other information as the Trustee reasonably deems appropriate.

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

      SECTION 1105. Deposit of Redemption Price.

      On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) sufficient to pay on the Redemption Date the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof which are to be redeemed on
that date.


                                       65

      SECTION 1106. Securities Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified in the currency or currencies, currency unit
or units or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series) (together with accrued interest and Additional
Amounts payable with respect thereto, if any, on the Redemption Date), and from
and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest and Additional Amounts, if any) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest and Additional Amounts payable with respect thereto, if
any, on the Redemption Date; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of coupons
for such interest; and provided further that except as otherwise provided with
respect to Securities convertible or exchangeable into other securities or
property (including securities of other issuers) of the Company, installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such securities, or one or
more Predecessor securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

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

      SECTION 1107. Securities Redeemed in Part.

      Any Registered Security which is to be redeemed only in part (pursuant to
the provisions of this Article or of Article Twelve) shall be surrendered at a
Place of Payment therefor (with, if


                                       66

the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing) and
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge a new Registered Security or
Registered Securities of the same series and tenor, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Registered
Security so surrendered.

                                 ARTICLE TWELVE
                                  SINKING FUNDS

      SECTION 1201. Applicability of Article.

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

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

      SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

      The Company may, in satisfaction of all or any part of any mandatory
sinking fund payment with respect to the Securities of a series, (1) deliver
Outstanding Securities of such series (other than any previously called for
redemption) together in the case of any Bearer Securities of such series with
all unmatured coupons appertaining thereto and (2) apply as a credit Securities
of such series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, as
provided for by the terms of such Securities, or which have otherwise been
acquired by the Company; provided that such Securities so delivered or applied
as a credit have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the applicable
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such mandatory sinking fund payment shall
be reduced accordingly.

      SECTION 1203. Redemption of Securities for Sinking Fund.

      Not less than 60 days prior to each sinking fund payment date for
Securities of any series, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of


                                       67

such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series) and the portion thereof, if any, which is to
be satisfied by delivering and crediting Securities of that series pursuant to
Section 1202, the basis for such credit and that such Securities have not
previously been so credited and the amount of optional sinking fund payments, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so delivered and credited.
If such Officers' Certificate shall specify an optional amount to be added in
cash to the next ensuing mandatory sinking fund payment, the Company shall
thereupon be obligated to pay the amount therein specified. Not less than 30
days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1105, 1106 and 1107.

                                ARTICLE THIRTEEN
                       REPAYMENT AT THE OPTION OF HOLDERS

      SECTION 1301. Applicability of Article.

      Repayment of Securities of any series before their Stated Maturity at the
option of Holders thereof shall be made in accordance with the terms of such
Securities, if any, and (except as otherwise specified by the terms of such
series established pursuant to Section 301) in accordance with this Article.

      SECTION 1302. Repayment of Securities.

      Securities of any series subject to repayment in whole or in part at the
option of the Holders thereof will, unless otherwise provided in the terms of
such Securities, be repaid at a price equal to the principal amount thereon,
together with interest, if any, thereof accrued to the Repayment Date specified
in or pursuant to the terms of such Securities and Additional Amounts, if any,
payable thereon. The Company covenants that on or before the Repayment Date it
will deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal (or, if so provided
by the terms of the Securities of any series, a percentage of the principal) of,
and (except if the Repayment Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof, as the case may be, to be
repaid on such date and Additional Amounts, if any, payable thereon.

      SECTION 1303. Exercise of Option.

      Securities of any series subject to repayment at the option of the Holders
thereof will contain an "Option to Elect Repayment" form on the reverse of such
Securities. In order for any Security to be repaid at the option of the Holder,
the Trustee must receive at the Place of Payment therefor specified in the terms
of such Security (or at such other place or places of


                                       68

which the Company shall from time to time notify the Holders of such Securities
and the Trustee) not earlier than 60 days nor later than 30 days prior to the
Repayment Date (1) the Security so providing for such repayment together with
the "Option to Elect Repayment" form on the reverse thereof duly completed by
the Holder (or by the Holder's attorney duly authorized in writing) or (2) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange, or the National Association of Securities Dealers, Inc.
("NASD"), or a commercial bank or trust company in the United States setting
forth the name of the Holder of the Security, the principal amount of the
Security, the principal amount of the Security to be repaid, the CUSIP, CINS or
ISIN number, if any, or a description of the tenor and terms of the Security, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that the Security to be repaid, together with the duly completed form
entitled "Option to Elect Repayment" on the reverse of the Security, will be
received by the Trustee not later than the fifth Business Day after the date of
such telegram, telex, facsimile transmission or letter; provided, however, that
such telegram, telex, facsimile transmission or letter shall only be effective
if such Security and form duly completed are received by the Trustee by such
fifth Business Day. If less than the entire principal amount of such Security is
to be repaid in accordance with the terms of such Security, the principal amount
of such Security to be repaid, in increments of the minimum denomination for
Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of the principal amount
of such Security surrendered that is not to be repaid, must be specified. The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of or within the series of which such
Security to be repaid is a part. Except as otherwise may be provided by the
terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.

      SECTION 1304. When Securities Presented for Repayment Become Due and
Payable.

      If Securities of any series providing for repayment at the option of the
Holders thereof shall have been surrendered as provided in this Article and as
provided by or pursuant to the terms of such Securities, such Securities or the
portions thereof, as the case may be, to be repaid shall become due and payable
and shall be paid by the Company on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Company shall default in the payment
of such Securities on such Repayment Date) such Securities shall, if the same
were interest bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void. Upon surrender of any such Security for repayment
in accordance with such provisions, together with all coupons, if any,
appertaining thereto maturing after the Repayment Date, the principal amount of
such security so to be repaid shall be paid by the Company, together with
accrued interest, if any, to the Repayment Date; provided, however, that coupons
whose Stated Maturity is on or prior to the Repayment Date shall be payable only
at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified pursuant to Section
301, only upon presentation and surrender of such coupons; and provided further
that, in the case of Registered Securities, installments of interest, if any,
whose Stated Maturity is on or prior to the Repayment Date shall be payable (but
without interest thereon, unless the Company shall default in the payment
thereof) to the Holders of such Securities, or


                                       69

one or more Predecessor Securities, registered as such at the close of business
on the relevant Record Dates according to their terms and the provisions of
Section 307.

      If any Bearer Security surrendered for repayment shall not be accompanied
by all appurtenant coupons maturing after the Repayment Date, such Security may
be paid after deducting from the amount payable therefor as provided in Section
1302 an amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there be furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to the Trustee or any Paying Agent any
such missing coupon in respect of which a deduction shall have been made as
provided in the preceding sentence, such Holder shall be entitled to receive the
amount so deducted; provided, however, that interest represented by coupons
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of those
coupons. If the principal amount of any Security surrendered for repayment shall
not be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

      SECTION 1305. Securities Repaid in Part.

      Upon surrender of any Registered Security which is to be repaid in part
only, the Company shall execute and the Trustee shall authenticate and deliver
to the Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series and tenor,
of any authorized denomination specified by the Holder, in an aggregate
principal amount equal to and in exchange for the portion of the principal of
such Security so surrendered which is not to be repaid.

                                ARTICLE FOURTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

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

      If, pursuant to Section 301, provision is made for either or both of (a)
defeasance of the Securities of or within a series under Section 1402 or (b)
covenant defeasance of the Securities of or within a series under Section 1403
to be applicable to the Securities of any series, then the provisions of such
Section or Sections, as the case may be, together with the other provisions of
this Article (with such modifications thereto as may be specified pursuant to
Section 301 with respect to any Securities), shall be applicable to such
Securities and any coupons appertaining thereto, and the Company may at its
option by Board Resolution at any time, with respect to such Securities and any
coupons appertaining thereto, elect to defease such Outstanding Securities and
any coupons appertaining thereto pursuant to Section 1402 (if applicable) or
Section 1403 (if applicable) upon compliance with the conditions set forth below
in this Article.


                                       70





         SECTION 1402. Defeasance and Discharge.

         Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company and
Guarantors shall be deemed to have been discharged from their obligations with
respect to such Outstanding Securities and any coupons appertaining thereto on
the date the conditions set forth in Section 1404 are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Outstanding Securities and any coupons appertaining thereto, which shall
thereafter be deemed to be "Outstanding" only for the purposes of Section 1405
and the other Sections of this Indenture referred to in clauses (A) and (B)
below, and to have satisfied all of its other obligations under such Securities
and any coupons appertaining thereto and this Indenture insofar as such
Securities and any coupons appertaining thereto are concerned (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities and any coupons appertaining thereto to receive, solely
from the trust fund described in Section 1404 and as more fully set forth in
such Section, payments in respect of the principal of (and premium, if any) and
interest, if any, on such Securities and any coupons appertaining thereto when
such payments are due, (B) the Company's obligations with respect to such
Securities under Sections 305, 306, 1002 and 1003 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated by
Section 1011, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder including but not limited to Section 606 hereof and (D) this
Article. Subject to compliance with this Article Fourteen, the Company may
exercise its option under this Section notwithstanding the prior exercise of its
option under Section 1403 with respect to such Securities and any coupons
appertaining thereto.

         SECTION 1403. Covenant Defeasance.

         Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company and
Guarantors shall be released from their obligations under Sections 1005 to 1009,
inclusive, and, if specified pursuant to Section 301, its obligations under any
other covenant, with respect to such Outstanding Securities and any coupons
appertaining thereto on and after the date the conditions set forth in Section
1404 are satisfied (hereinafter, "covenant defeasance"), and such Securities and
any coupons appertaining thereto shall thereafter be deemed to be not
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with
Sections 1005 to 1009, inclusive, or such other covenant, but shall continue to
be deemed "Outstanding" for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Outstanding Securities and
any coupons appertaining thereto, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant to
any other provision herein or in any other document and such omission to comply
shall not constitute a default or an Event of Default under Section 501(4) or
501(7) or otherwise, as the case may be,



                                       71

but, except as specified above, the remainder of this Indenture and such
Securities and any coupons appertaining thereto shall be unaffected thereby.

         SECTION 1404. Conditions to Defeasance or Covenant Defeasance.

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

         (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities and any coupons appertaining
thereto, (1) an amount in such currency, currencies or currency unit in which
such Securities and any coupons appertaining thereto are then specified as
payable at Stated Maturity, or (2) Government Obligations applicable to such
Securities and coupons appertaining thereto (determined on the basis of the
currency, currencies or currency unit in which such Securities and coupons
appertaining thereto are then specified as payable at Stated Maturity) which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment of principal of (and premium, if any) and interest and
Additional Amounts, if any, on such Securities and any coupons appertaining
thereto, money in an amount, or (3) a combination thereof in an amount,
sufficient, without consideration of any reinvestment of such principal and
interest, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee to pay
and discharge, (i) the principal of (and premium, if any) and interest, if any,
on such Outstanding Securities and any coupons appertaining thereto on the
Stated Maturity of such principal or installment of principal or interest or on
a Redemption Date therefor and (ii) any mandatory sinking fund payments or
analogous payments applicable to such Outstanding Securities and any coupons
appertaining thereto on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities and any
coupons appertaining thereto; provided, that the Trustee shall have been
irrevocably instructed to apply such money or the proceeds of such Government
Obligations to said payments with respect to such Securities. Before such a
deposit, the Company may give to the Trustee, in accordance with Section 1102
hereof, a notice of its election to redeem all or any portion of such
Outstanding Securities at a future date in accordance with the terms of the
Securities of such series and Article Eleven hereof, which notice shall be
irrevocable. Such irrevocable redemption notice, if given, shall be given effect
in applying the foregoing.

         (b) Such defeasance or covenant defeasance shall not result in a breach
or violation of, or constitute a default under, this Indenture or any other
material agreement or instrument to which the Company is a party or by which it
is bound (and shall not cause the Trustee to have a conflicting interest
pursuant to Section 310(b) of the TIA with respect to any Security of the
Company).

         (c) No Event of Default or event which with notice or lapse of time or
both would become an Event of Default with respect to such Securities and any
coupons appertaining thereto shall have occurred and be continuing on the date
of such deposit or, insofar as Sections 501(5) and 501(6) are concerned, at any
time during the period ending on the 91st day after the date of



                                       72

such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).

         (d) In the case of an election under Section 1402, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (i) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling, or (ii) since the date of execution of this Indenture, there has been
a change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Outstanding Securities and any coupons appertaining thereto will not recognize
income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred.

         (e) In the case of an election under Section 1403, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Outstanding Securities and any coupons appertaining thereto will
not recognize income, gain or loss for Federal income tax purposes as a result
of such covenant defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such covenant defeasance had not occurred.

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

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

         (h) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewith pursuant to Section 301.

         SECTION 1405. Deposited Money and Government Obligations to Be Held in
Trust; Other Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 1404 in respect of any Outstanding Securities of any series
and any coupons appertaining thereto shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and any



                                       73

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

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

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1404 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in Section 1404 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect a defeasance or
covenant defeasance, as applicable, in accordance with this Article.

                                ARTICLE FIFTEEN
                       MEETINGS OF HOLDERS OF SECURITIES

         SECTION 1501. Purposes for Which Meetings May Be Called.

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


                                       74

         SECTION 1502. Call, Notice and Place of Meetings.

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

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

         SECTION 1503. Persons Entitled to Vote at Meetings.

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

         SECTION 1504. Quorum; Action.

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



                                       75

the reconvening of any adjourned meeting shall be given as provided in Section
1502(a), except that such notice need be given only once not less than five (5)
days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of any adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum. Except as limited by
the proviso to Section 902, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be adopted
by the affirmative vote of the Holders of a majority in principal amount of the
Outstanding Securities of that series; provided, however, that, except as
limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series.

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

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

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

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

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

         (a) Notwithstanding any provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed



                                       76

or guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

         (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company or the Holders of Securities of or within the series calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the Persons entitled to vote a majority in principal amount
of the Outstanding Securities of such series represented at the meeting.

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

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

         SECTION 1506. Counting Votes and Recording Action of Meetings.

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


                                       77

         SECTION 1507. Evidence of Action Taken by Holders.

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

         SECTION 1508. Proof of Execution of Instruments.

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


                                 ARTICLE SIXTEEN
                      CONVERSION OR EXCHANGE OF SECURITIES

         SECTION 1601. Applicability of Article.

         The provisions of this Article shall be applicable to the Securities of
any series which are convertible or exchangeable for other securities or
property (including securities of other issuers) of the Company, except as
otherwise specified as contemplated by Section 301 for the Securities of such
series.

         SECTION 1602. Election to Exchange; Notice to Trustee and Holders.

         The election of the Company to exchange any Securities shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities. On or prior to the seventh Business Day
prior to Maturity of the Securities, the Company shall provide written notice to
the Holders of record of the Securities and to the Trustee and will publish a
notice in an Authorized Newspaper stating whether the Company has made such
election.

         SECTION 1603. No Fractional Shares.

         No fractional shares or fractional securities shall be delivered upon
conversions or exchanges of Securities of any series. If more than one Security
shall be surrendered for conversion or exchange at one time by the same Holder,
the number of full shares or units which shall be delivered upon conversion or
exchange shall be computed on the basis of the aggregate principal amount of the
Securities (or specified portions thereof to the extent permitted hereby) so
surrendered. If, except for the provisions of this Section 1603, any Holder of a
Security or Securities would be entitled to a fractional share or unit of a
security upon the conversion or exchange of such Security or Securities, or
specified portions thereof, the Company shall pay to



                                       78

such Holder an amount in cash equal to the current market value of such
fractional share or unit computed on the basis of the Closing Price of such
security on the date preceding the date on which the conversion or exchange
shall be effected in accordance with Section 1610. The "Closing Price" of any
security on any date of determination means, (i) if such security is listed or
admitted to unlisted trading privileges on a national securities exchange, the
last reported sales price on the composite tape on such exchange, or (ii) if
such security is not at the time so listed or admitted to unlisted trading
privileges on a national securities exchange, the average of the bid and asked
prices of such security in the over-the-counter market, as reported by the
National Quotation Bureau, Incorporated or similar organization if the National
Quotation Bureau, Incorporated is no longer reporting such information, or if
not so available, the market price as determined by a nationally recognized
independent investment banking firm retained for this purpose by the Company.

         SECTION 1604. Adjustment of Conversion Rate or Exchange Rate.

         The exchange rate or conversion rate of Securities of any series that
are exchangeable for or convertible into other securities or property (including
securities of other issuers) shall be adjusted for any stock dividends, stock
splits, reclassification, combinations or similar transactions or any
consolidation, merger or other reorganization event in accordance with the terms
of the supplemental indenture or Board Resolution setting forth the terms of the
Securities of such series.

         Whenever the exchange rate or conversion rate is adjusted, the Company
shall compute the adjusted exchange rate or conversion rate in accordance with
terms of the applicable Board Resolution or supplemental indenture and shall
prepare an Officers' Certificate setting forth the adjusted exchange rate or
conversion rate and showing in reasonable detail the facts upon which such
adjustment is based, and such certificate shall forthwith be filed at each
office or agency maintained for the purpose of exchange or conversion of
Securities pursuant to Section 1002 and, if different, with the Trustee. The
Company shall forthwith cause a notice setting forth the adjusted exchange rate
or conversion rate to be mailed, first class postage prepaid, to each Holder of
Securities of such series at its address appearing on the Security Register and
to any exchange agent or conversion agent other than the Trustee.

         SECTION 1605. Payment of Certain Taxes Upon Exchange.

         The Company will pay any and all taxes that may be payable in respect
of the transfer and delivery of shares of other securities or property
(including securities of other issuers) of the Company on exchange or conversion
of Securities pursuant hereto. The Company shall not, however, be required to
pay any tax which may be payable in respect of any transfer involved in the
delivery of shares of securities in a name other than that of the Holder of the
Security or Securities to be exchanged or converted, and no such transfer or
delivery shall be made unless and until the person requesting such transfer has
paid to the Company the amount of any such tax, or has established, to the
satisfaction of the Company, that such tax has been paid.


                                       79

         SECTION 1606. Shares Free and Clear.

         The Company hereby warrants that upon exchange or conversion of
Securities of any series, the Holder of a Security shall receive all rights held
by the Company in such security for which such Security is at such time
exchangeable or convertible under this Article Sixteen, free and clear of any
and all liens, claims, charges and encumbrances other than any liens, claims,
charges and encumbrances which may have been placed on any such security by the
prior owner thereof, prior to the time such security was acquired by the
Company. Except as provided in Section 1605, the Company will pay all taxes and
charges with respect to the delivery of such security delivered in exchange or
conversion for Securities hereunder.

         SECTION 1607. Cancellation of Security.

         Upon receipt by the Trustee of Securities of any series delivered to it
for exchange or conversion under this Article Sixteen, the Trustee shall cancel
and dispose of the same as provided in Section 309.

         SECTION 1608. Duties of Trustee Regarding Exchange and Conversion.

         Neither the Trustee nor any exchange agent or conversion agent shall at
any time be under any duty or responsibility to any Holder of Securities of any
series that is exchangeable or convertible into other securities or property
(including securities of other issuers) of the Company to determine whether any
facts exist which may require any adjustment of the exchange rate or conversion
rate, or with respect to the nature or extent of any such adjustment when made,
or with respect to the method employed, whether herein or in any supplemental
indenture, any resolutions of the Board of Directors or written instrument
executed by one or more officers of the Company provided to be employed in
making the same. Neither the Trustee nor any exchange agent or conversion agent
shall be accountable with respect to the validity or value (or the kind or
amount) of any securities or property (including securities of other issuers, of
the Company, or of any Securities and neither the Trustee nor any exchange agent
or any conversion agent makes any representation with respect thereto. Subject
to the provisions of Section 612 and TIA Sections 315(a) through 313(d), neither
the Trustee nor any exchange agent or conversion agent shall be responsible for
any failure of the Company to issue, transfer or deliver any stock certificates
or other securities or property (including securities of other issuers) upon the
surrender of any Security for the purpose of exchange or conversion or to comply
with any of the covenants of the Company contained in this Article Sixteen or in
the applicable supplemental indenture, resolutions of the Board of Directors or
written instrument executed by one or more duly authorized officers of the
Company.

         SECTION 1609. Repayment of Certain Funds Upon Exchange or Conversion.

         Any funds which at any time shall have been deposited by the Company or
on its behalf with the Trustee or any other paying agent for the purpose of
paying the principal of, and premium, if any, and interest, if any, on any of
the Securities (including funds deposited for the sinking fund referred to in
Article Twelve hereof) and which shall not be required for such purposes because
of the exchange or conversion of such Securities as provided in this Article


                                       80

Sixteen shall after such exchange or conversion be repaid to the Company by the
Trustee upon Company Request.

         SECTION 1610. Exercise of Conversion or Exchange Privilege.

         In order to exercise a conversion or exchange privilege, the Holder of
a Security of a series with such a privilege shall surrender such Security to
the Company at the office or agency maintained for that purpose pursuant to
Section 1002, accompanied by written notice to the Company that the Holder
elects to convert or exchange such Security or a specified portion thereof. In
the case of Registered Securities, such notice shall also state, if different
from the name or names (with address) in which the Securities are registered,
the name or names in which the Securities or property (including securities of
other issuers) of the Company which shall be issuable on such conversion or
exchange shall be issued. Registered Securities surrendered for conversion or
exchange shall (if so required by the Company or the Trustee) be duly endorsed
by or accompanied by instruments of transfer in forms satisfactory to the
Company and the Trustee duly executed by the registered Holder or its attorney
duly authorized in writing; and Registered Securities so surrendered for
conversion or exchange during the period from the close of business on any
Regular Record Date to the opening of business on the next succeeding Interest
Payment Date (excluding Securities or portions thereof called for redemption
during such period) shall also be accompanied by payment in funds acceptable to
the Company of an amount equal to the interest payable on such Interest Payment
Date on the principal amount of such Security then being converted or exchanged,
and such interest shall be payable to such registered Holder notwithstanding the
conversion or exchange of such Security, subject to the provisions of Section
307 relating to the payment of Defaulted Interest by the Company. As promptly as
practicable after the receipt of such notice and of any payment required
pursuant to a Board Resolution and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto setting forth the terms of such
series of Security, and the surrender of such Security in accordance with such
reasonable regulations as the Company may prescribe, the Company shall issue and
shall deliver, at the office or agency at which such Security is surrendered, to
such Holder or on its written order, securities or property (including
securities of other issuers) of the Company issuable or deliverable upon the
conversion or exchange of such Security (or specified portion thereof), in
accordance with the provisions of such Board Resolution, Officers' Certificate
or supplemental indenture, and cash as provided therein in respect of any
fractional share or unit otherwise issuable upon such conversion or exchange.
Such conversion or exchange shall be deemed to have been effected immediately
prior to the close of business on the date on which such notice and such
payment, if required, shall have been received in proper order for conversion or
exchange by the Company and such Security shall have been surrendered as
aforesaid (unless such Holder shall have so surrendered such Security and shall
have instructed the Company to effect the conversion or exchange on a particular
date following such surrender and such Holder shall be entitled to convert or
exchange such Security on such date, in which case such conversion or exchange
shall be deemed to be effected immediately prior to the close of business on
such date) and at such time the rights of the Holder of such Security as such
Security Holder shall cease and the person or persons in whose name or names any
securities or property (including securities of other issuers) of the Company
shall be issuable or deliverable upon such conversion or exchange shall be
deemed to have become the Holder or Holders of record of the shares represented
thereby. Except as set forth above and subject to the final paragraph of



                                       81

Section 307, no payment or adjustment shall be made upon any conversion or
exchange on account of any interest accrued on the Securities surrendered for
conversion or exchange or on account of any interest or dividends on the
Securities or property (including securities of other issuers) of the Company
issued or delivered upon such conversion or exchange.

         In the case of any Security which is converted or exchanged in part
only, upon such conversion or exchange the Company shall execute and the Trustee
shall authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Company, a new Security or Securities of the same series, of
authorized denominations, in aggregate principal amount equal to the unconverted
or unexchanged portion of such Security.

         SECTION 1611. Effect of Consolidation or Merger on Exchange or
Conversion Privilege.

         In case of any consolidation of the Company with, or merger of the
Company into or with any other Person, or in case of any sale of all or
substantially all of the assets of the Company, the Company or the Person formed
by such consolidation or the Person into which the Company shall have been
merged or the Person which shall have acquired such assets, as the case may be,
shall execute and deliver to the Trustee a supplemental indenture providing that
the Holder of each Security then Outstanding of any series that is exchangeable
for or convertible into securities of the Company shall have the right, which
right shall be the exclusive exchange or conversion right thereafter available
to said Holder (until the expiration of the exchange or conversion right of such
Security), to exchange or convert such Security into the kind and amount of
shares of stock or other securities or property (including cash) receivable upon
such consolidation, merger or sale by a holder of the number of shares or units
of securities of the Company for which such Security might have been exchanged
or converted immediately prior to such consolidation, merger or sale, subject to
compliance with the other provisions of this Indenture, such Security and such
supplemental indenture. Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in such Security. The above provisions of this Section
shall similarly apply to successive consolidations, mergers or sales. It is
expressly agreed and understood that anything in this Indenture to the contrary
notwithstanding, if, pursuant to such merger, consolidation or sale, holders of
outstanding shares of Common Stock of the Company or other securities, into
which the Security is exchangeable or convertible do not receive shares of
common stock or corresponding other securities of the surviving corporation, but
receive other securities, cash or other property or any combination thereof,
Holders of Securities shall not have the right to thereafter exchange their
Securities for or convert their Securities into common stock or other securities
having substantially identical terms as the Company securities, for which the
Security was originally exchangeable or into which the Security was originally
convertible, of the surviving corporation or the corporation which shall have
acquired such assets, but rather, shall have the right upon such exchange or
conversion to receive the other securities, cash or other property receivable by
a holder of the number of shares of Common Stock or such or other securities of
the Company for or into which the Securities held by such holder might have been
exchanged or converted immediately prior to such consolidation, merger or sale,
all as more fully provided in the first sentence of this Section 1611. Anything
in this Section 1611 to the contrary notwithstanding, the provisions of this
Section 1611 shall not apply to a merger or consolidation of another corporation
with or into the Company pursuant to which both of the following



                                       82

conditions are applicable: (i) the Company is the surviving corporation and (ii)
the outstanding shares of Company Common Stock or other securities of the
Company for which the Security was originally exchangeable or into which the
Security was originally convertible are not changed or converted into any other
securities or property (including cash) or reclassified pursuant to the terms of
such merger or consolidation.

                  As evidence of the kind and amount of shares of stock or other
securities or property (including cash) into which Securities may properly be
exchangeable or convertible after any such consolidation, merger or sale, or as
to the appropriate adjustments of the conversion prices or exchange rates
applicable with respect thereto, the Trustee shall be furnished with and may
accept the certificate or opinion of an independent certified public accountant
with respect thereto; and, in the absence of bad faith on the part of the
Trustee, the Trustee may conclusively rely thereon, and shall not be responsible
or accountable to any Holder of Securities for any provision in conformity
therewith or approved by such independent certified accountant which may be
contained in said supplemental indenture.

                                ARTICLE SEVENTEEN
                                   GUARANTEES

         SECTION 1701. Guarantee.

         Any series of Securities may be guaranteed by one or more of the
Guarantors. The terms and the form of any such Guarantee will be established in
the manner contemplated by Section 301 for that particular series of Securities.

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


                                       83

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

                        RAILAMERICA, INC.


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


                        GUARANTORS:

                        AMERICAN RAIL DISPATCHING CENTER, INC.
                        CALIFORNIA WESTERN RAILROAD, INC.
                        DAKOTA RAIL, INC.
                        DALLAS, GARLAND & NORTHEASTERN RAILROAD, INC. (DE)
                        KIAMICHI HOLDINGS, INC.
                        KYLE RAILWAYS, INC.
                        NEW ORLEANS LOWER COAST RAILROAD COMPANY, INC.
                        NEW STATESRAIL HOLDINGS, INC.
                        PALM BEACH RAIL HOLDING, INC.
                        PARKSIERRA CORP.
                        PLAINVIEW TERMINAL COMPANY
                        PRAIRIE HOLDING CORPORATION
                        RAIL OPERATING SUPPORT GROUP, INC.
                        RAILAMERICA AUSTRALIA, INC.
                        RAILAMERICA AUSTRALIA II, INC.
                        RAILAMERICA EQUIPMENT CORPORATION
                        RAILAMERICA INTERMODAL SERVICES, INC.
                        RAILAMERICA SWITCHING SERVICES, INC.
                        RAILAMERICA TRANSPORTATION CORP.
                        RAIL LINE HOLDINGS #1, INC.
                        RAIL LINE HOLDINGS #2, INC.
                        RAILINK ACQUISITION INC.
                        RAILTEX ACQUISITION CORP.
                        RAILTEX DISTRIBUTION SERVICES, INC.
                        RAILTEX, INC.
                        RAILTEX INTERNATIONAL HOLDINGS, INC.
                        RAILTEX LOGISTICS, INC.
                        SAN PEDRO TRAILS, INC.
                        SOUTH EAST RAIL, INC.
                        STATESRAIL, INC.
                        STATESRAIL II RAILROAD CORP.
                        STATESRAIL EQUIPMENT L.L.C.
                        WEST TEXAS AND LUBBOCK RAILROAD COMPANY, INC.


                        By:
                            ----------------------------------------------------
                            Michael J. Howe
                            President


                                       84

                        A. & R. LINE, INC.
                        CENTRAL RAILROAD COMPANY OF INDIANAPOLIS
                        J.K. LINE, INC.
                        TOLEDO, PEORIA & WESTERN RAILWAY CORP.
                        MISSOURI & NORTHERN ARKANSAS RAILROAD COMPANY, INC.
                        INDIANA & OHIO CENTRAL RAILROAD, INC.
                        INDIANA & OHIO RAIL CORP.
                        INDIANA & OHIO RAILWAY COMPANY
                        THE CENTRAL RAILROAD COMPANY OF INDIANA
                        HURON AND EASTERN RAILWAY COMPANY, INC.
                        MID-MICHIGAN RAILROAD, INC.
                        SAGINAW VALLEY RAILWAY COMPANY, INC.
                        ALABAMA & GULF COAST RAILWAY LLC
                        EASTERN ALABAMA RAILWAY, INC.
                        ARIZONA & CALIFORNIA RAILROAD COMPANY
                        SWKR OPERATING CO., INC.
                        SAN DIEGO & IMPERIAL VALLEY RAILROAD COMPANY, INC.
                        VENTURA COUNTY RAILROAD COMPANY
                        ARIZONA EASTERN RAILWAY COMPANY
                        CALIFORNIA NORTHERN RAILROAD COMPANY
                        CASCADE AND COLUMBIA RIVER RAILROAD COMPANY
                        CENTRAL OREGON & PACIFIC RAILROAD, INC.
                        CONNECTICUT SOUTHERN RAILROAD, INC.
                        DALLAS, GARLAND & NORTHEASTERN RAILROAD, INC. (TX)
                        KIAMICHI RAILROAD COMPANY L.L.C.
                        KYLE RAILROAD COMPANY
                        NEW ENGLAND CENTRAL RAILROAD, INC.
                        NORTH CAROLINA & VIRGINIA RAILROAD COMPANY, INC.
                        OTTER TAIL VALLEY RAILROAD COMPANY, INC.
                        PUGET SOUND & PACIFIC RAILROAD
                        RAILROADS OF HAWAII, INC.
                        SAN JOAQUIN VALLEY RAILROAD, CO.
                        SAN LUIS & RIO GRANDE RAILROAD, INC.
                        SOUTH CAROLINA CENTRAL RAILROAD COMPANY, INC.


                        By:
                            ----------------------------------------------------
                            Michael J. Howe
                            Vice President

                        JPMORGAN CHASE BANK, as Trustee

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



                                       85

                                   SCHEDULE I

                                   GUARANTORS



                                                                (STATE OR OTHER JURISDICTION
      GUARANTOR                                               OF INCORPORATION OR ORGANIZATION)
      ---------                                               ---------------------------------
                                                           
A. & R. Line, Inc.                                                         Indiana
Alabama & Gulf Coast Railway LLC                                           Delaware
American Rail Dispatching Center, Inc.                                     Delaware
Arizona  & California Railroad Company                                     Delaware
Arizona Eastern Railway Company                                            Arizona
California Northern Railroad Company                                       Delaware
California Western Railroad, Inc.                                          Arizona
Cascade and Columbia River Railroad Company                                Delaware
Central Oregon & Pacific Railroad, Inc.                                    Delaware
Central Railroad Company of Indianapolis                                   Indiana
Connecticut Southern Railroad, Inc.                                        Delaware
Dakota Rail, Inc.                                                        South Dakota
Dallas, Garland & Northeastern Railroad, Inc.                              Delaware
Dallas, Garland & Northeastern Railroad, Inc.                               Texas
Eastern Alabama Railway, Inc.                                              Alabama
Huron and Eastern Railway Company, Inc.                                    Michigan
Indiana & Ohio Central Railroad, Inc.                                      Delaware
Indiana & Ohio Rail Corp.                                                  Delaware
Indiana & Ohio Railway Company                                             Delaware
Indiana Southern Railroad, Inc.                                            Delaware
J.K. Line, Inc.                                                            Indiana
Kiamichi Holdings, Inc.                                                    Delaware
Kiamichi Railroad Company L.L.C.                                           Delaware
Kyle Railroad Company                                                       Kansas
Kyle Railways, Inc.                                                        Delaware
Mid-Michigan Railroad, Inc.                                                Michigan
Missouri & Northern Arkansas Railroad Company, Inc.                         Kansas
New England Central Railroad, Inc.                                         Delaware
New Orleans Lower Coast Railroad Company, Inc.                            Louisiana
New StatesRail Holdings, Inc.                                              Delaware
North Carolina & Virginia Railroad Company, Inc.                           Virginia
Otter Tail Valley Railroad Company, Inc.                                  Minnesota
Palm Beach Rail Holding, Inc.                                              Delaware
ParkSierra Corp.                                                           Delaware
Plainview Terminal Company                                                  Texas
Prairie Holding Corporation                                                Florida
Puget Sound & Pacific Railroad                                             Delaware
Rail Operating Support Group, Inc.                                         Delaware
RailAmerica Australia, Inc.                                                Florida
RailAmerica Australia II, Inc.                                             Delaware




                                       86



                                                                (STATE OR OTHER JURISDICTION
      GUARANTOR                                               OF INCORPORATION OR ORGANIZATION)
      ---------                                               ---------------------------------
                                                           

RailAmerica Equipment Corp.                                                Delaware
RailAmerica Intermodal Services, Inc.                                      Delaware
RailAmerica Switching Services, Inc.                                       Delaware
RailAmerica Transportation Corp.                                           Delaware
Rail Line Holdings #1, Inc.                                                Delaware
Rail Line Holdings #2, Inc.                                                Delaware
RaiLink Acquisition, Inc.                                                  Delaware
Railroads of Hawaii, Inc.                                                   Hawaii
RailTex Acquisition Corp.                                                  Delaware
RailTex Distribution Services, Inc.                                         Texas
RailTex, Inc.                                                               Texas
RailTex International Holdings, Inc.                                       Delaware
RailTex Logistics, Inc.                                                    Delaware
Saginaw Valley Railway Company, Inc.                                       Delaware
San Diego & Imperial Valley Railroad Company, Inc.                        California
San Joaquin Valley Railroad, Co.                                          California
San Luis & Rio Grande Railroad, Inc.                                       Delaware
San Pedro Trails, Inc.                                                     Arizona
South Carolina Central Railroad Company, Inc.                           South Carolina
South East Rail, Inc.                                                      Delaware
StatesRail, Inc.                                                           Delaware
StatesRail Equipment L.L.C.                                                Delaware
StatesRail II Railroad Corp.                                               Delaware
SWKR Operating Co., Inc.                                                   Arizona
The Central Railroad Company of Indiana                                    Indiana
Toledo, Peoria & Western Railway Corp.                                     Delaware
Ventura County Railroad Company                                            Delaware
West Texas and Lubbock Railroad Company, Inc.                               Texas




                                       87

                                   EXHIBIT A-1

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

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

This is to certify that, as of the date hereof, and except as set forth below,
the above-captioned Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise __________________ or its agent that such financial
institution will provide a certificate within a reasonable time stating that it
agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by a financial institution for purposes of
resale during the restricted period (as defined in United States Treasury
Regulations Section 1.1635(c)(2)(i)(D)(7)), and, such financial institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)), certifies that it has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

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

We undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the above-captioned
Securities held by you for our account in accordance with your Operating
Procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date. This certificate excepts and does not
relate to [U.S.$] of such interest in the above-captioned Securities in respect
of which we are not able to certify and as to which we understand an exchange
for an interest in a permanent global Security or an exchange for and delivery
of definitive Securities (or, if relevant, collection of any interest) cannot be
made until we do so certify.

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


                                      A-1

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


                                         [Name of Person Making Certification]

                                         _______________________________________
                                         (Authorized Signatory)
                                         Name:
                                         Title:

                                      A-2

                                   EXHIBIT A-2

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

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

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

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

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

We understand that this certification is required in connection with certain tax
legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection


                                      A-3

with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.

Dated: _______ __, ____

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

                                             ___________________________________
                                             as

                                             By:
                                                 _______________________________
                                             Name:
                                             Title:


                                      A-4

EX-4.4

                                                                     EXHIBIT 4.4

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

                        RAILAMERICA TRANSPORTATION CORP.

                                       TO

                              JPMORGAN CHASE BANK,
                                   as Trustee

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


   GUARANTEED TO THE EXTENT SET FORTH HEREIN BY THE GUARANTORS NAMED HEREIN.

                                    INDENTURE

                            Dated as of June __, 2004

                                 DEBT SECURITIES

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

                                TABLE OF CONTENTS


                                                                                                                           PAGE
                                                                                                                        
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ...................................................      1

       SECTION 101.    Definitions ....................................................................................      1
       SECTION 102.    Compliance Certificates and Opinions ...........................................................      9
       SECTION 103.    Form of Documents Delivered to Trustee .........................................................     10
       SECTION 104.    Acts of Holders ................................................................................     10
       SECTION 105.    Notices, etc., to Trustee and Company ..........................................................     12
       SECTION 106.    Notice to Holders; Waiver ......................................................................     12
       SECTION 107.    Effect of Headings and Table of Contents .......................................................     13
       SECTION 108.    Successors and Assigns .........................................................................     13
       SECTION 109.    Separability Clause ............................................................................     14
       SECTION 110.    Benefits of Indenture ..........................................................................     14
       SECTION 111.    No Personal Liability ..........................................................................     14
       SECTION 112.    Governing Law ..................................................................................     14
       SECTION 113.    Legal Holidays .................................................................................     14

ARTICLE TWO SECURITIES FORMS ..........................................................................................     15

       SECTION 201.    Forms of Securities ............................................................................     15
       SECTION 202.    Form of Trustee's Certificate of Authentication ................................................     15
       SECTION 203.    Securities Issuable in Global Form .............................................................     15
       SECTION 204.    CUSIP, CINS or ISIN Numbers ....................................................................     16

ARTICLE THREE THE SECURITIES ..........................................................................................     16

       SECTION 301.    Amount Unlimited; Issuable in Series ...........................................................     16
       SECTION 302.    Denominations ..................................................................................     20
       SECTION 303.    Execution, Authentication, Delivery and Dating .................................................     21
       SECTION 304.    Temporary Securities ...........................................................................     23
       SECTION 305.    Registration, Registration of Transfer and Exchange ............................................     25
       SECTION 306.    Mutilated, Destroyed, Lost and Stolen Securities ...............................................     28
       SECTION 307.    Payment of Interest; Interest Rights Preserved .................................................     29
       SECTION 308.    Persons Deemed Owners ..........................................................................     31
       SECTION 309.    Cancellation ...................................................................................     32
       SECTION 310.    Computation of Interest ........................................................................     32

ARTICLE FOUR SATISFACTION AND DISCHARGE ...............................................................................     33

       SECTION 401.    Satisfaction and Discharge of Indenture ........................................................     33
       SECTION 402.    Application of Trust Funds .....................................................................     34

ARTICLE FIVE REMEDIES .................................................................................................     34

       SECTION 501.    Events of Default ..............................................................................     34
       SECTION 502.    Acceleration of Maturity; Rescission and Annulment..............................................     36


                                       i

                                                                                                                        
       SECTION 503.    Collection of Indebtedness and Suits for Enforcement by Trustee.................................     37
       SECTION 504.    Trustee May File Proofs of Claim................................................................     37
       SECTION 505.    Trustee May Enforce Claims Without Possession of Securities or Coupons..........................     38
       SECTION 506.    Application of Money Collected..................................................................     38
       SECTION 507.    Limitation on Suits.............................................................................     39
       SECTION 508.    Unconditional Right of Holders to Receive Principal, Premium, if any, Interest
                        and Additional Amounts.........................................................................     40
       SECTION 509.    Restoration of Rights and Remedies..............................................................     40
       SECTION 510.    Rights and Remedies Cumulative..................................................................     40
       SECTION 511.    Delay or Omission Not Waiver....................................................................     40
       SECTION 512.    Control by Holders of Securities................................................................     40
       SECTION 513.    Waiver of Past Defaults.........................................................................     41
       SECTION 514.    Waiver of Stay or Extension Laws................................................................     41
       SECTION 515.    Undertaking for Costs...........................................................................     41

ARTICLE SIX THE TRUSTEE................................................................................................     42

       SECTION 601.    Notice of Defaults..............................................................................     42
       SECTION 602.    Certain Rights of Trustee.......................................................................     42
       SECTION 603.    Not Responsible for Recitals or Issuance of Securities..........................................     44
       SECTION 604.    May Hold Securities.............................................................................     44
       SECTION 605.    Money Held in Trust.............................................................................     44
       SECTION 606.    Compensation and Reimbursement..................................................................     44
       SECTION 607.    Corporate Trustee Required; Eligibility.........................................................     45
       SECTION 608.    Resignation and Removal; Appointment of Successor...............................................     45
       SECTION 609.    Acceptance of Appointment By Successor..........................................................     47
       SECTION 610.    Merger, Conversion, Consolidation or Succession to Business.....................................     48
       SECTION 611.    Appointment of Authenticating Agent.............................................................     48
       SECTION 612.    Certain Duties and Responsibilities.............................................................     49
       SECTION 613.    Conflicting Interests...........................................................................     50

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY........................................................     50

       SECTION 701.    Disclosure of Names and Addresses of Holders....................................................     50
       SECTION 702.    Reports by Trustee..............................................................................     50
       SECTION 703.    Reports by Company..............................................................................     50
       SECTION 704.    Company to Furnish Trustee Names and Addresses of Holders.......................................     51

ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE.........................................................     51

       SECTION 801.    Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to
                         Certain Conditions............................................................................     51
       SECTION 802.    Rights and Duties of Successor Corporation......................................................     52
       SECTION 803.    Officers' Certificate and Opinion of Counsel....................................................     52




                                       ii

                                                                                                                        
ARTICLE NINE SUPPLEMENTAL INDENTURES...................................................................................     53

       SECTION 901.    Supplemental Indentures Without Consent of Holders..............................................     53
       SECTION 902.    Supplemental Indentures With Consent of Holders.................................................     54
       SECTION 903.    Execution of Supplemental Indentures............................................................     56
       SECTION 904.    Effect of Supplemental Indentures...............................................................     56
       SECTION 905.    Conformity with Trust Indenture Act.............................................................     56
       SECTION 906.    Reference in Securities to Supplemental Indentures..............................................     56
       SECTION 907.    Notice of Supplemental Indentures...............................................................     56

ARTICLE TEN COVENANTS..................................................................................................     57

       SECTION 1001.   Payment of Principal, Premium, if any, Interest and Additional Amounts..........................     57
       SECTION 1002.   Maintenance of Office or Agency.................................................................     57
       SECTION 1003.   Money for Securities Payments to Be Held in Trust...............................................     58
       SECTION 1004.   (Omitted).......................................................................................     60
       SECTION 1005.   Existence.......................................................................................     60
       SECTION 1006.   Maintenance of Properties.......................................................................     60
       SECTION 1007.   Insurance.......................................................................................     60
       SECTION 1008.   Payment of Taxes and Other Claims...............................................................     60
       SECTION 1009.   Provision of Financial Information..............................................................     61
       SECTION 1010.   Statement as to Compliance......................................................................     61
       SECTION 1011.   Additional Amounts..............................................................................     61
       SECTION 1012.   Waiver of Certain Covenants.....................................................................     62

ARTICLE ELEVEN REDEMPTION OF SECURITIES................................................................................     63

       SECTION 1101.   Applicability of Article........................................................................     63
       SECTION 1102.   Election to Redeem; Notice to Trustee...........................................................     63
       SECTION 1103.   Selection by Trustee of Securities to Be Redeemed...............................................     63
       SECTION 1104.   Notice of Redemption............................................................................     64
       SECTION 1105.   Deposit of Redemption Price.....................................................................     65
       SECTION 1106.   Securities Payable on Redemption Date...........................................................     66
       SECTION 1107.   Securities Redeemed in Part.....................................................................     66

ARTICLE TWELVE SINKING FUNDS...........................................................................................     67

       SECTION 1201.   Applicability of Article........................................................................     67
       SECTION 1202.   Satisfaction of Sinking Fund Payments with Securities...........................................     67
       SECTION 1203.   Redemption of Securities for Sinking Fund.......................................................     67

ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS....................................................................     68

       SECTION 1301.   Applicability of Article........................................................................     68
       SECTION 1302.   Repayment of Securities.........................................................................     68
       SECTION 1303.   Exercise of Option..............................................................................     68
       SECTION 1304.   When Securities Presented for Repayment Become Due and Payable..................................     69
       SECTION 1305.   Securities Repaid in Part.......................................................................     70





                                      iii

                                                                                                                        
ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE....................................................................     70

       SECTION 1401.   Applicability of Article; Company's Option to Effect Defeasance
                        or Covenant Defeasance.........................................................................     70
       SECTION 1402.   Defeasance and Discharge........................................................................     71
       SECTION 1403.   Covenant Defeasance.............................................................................     71
       SECTION 1404.   Conditions to Defeasance or Covenant Defeasance.................................................     72
       SECTION 1405.   Deposited Money and Government Obligations to Be Held in Trust;
                        Other Miscellaneous Provisions.................................................................     73

ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES......................................................................     74

       SECTION 1501.   Purposes for Which Meetings May Be Called.......................................................     74
       SECTION 1502.   Call, Notice and Place of Meetings..............................................................     75
       SECTION 1503.   Persons Entitled to Vote at Meetings............................................................     75
       SECTION 1504.   Quorum; Action..................................................................................     75
       SECTION 1505.   Determination of Voting Rights; Conduct and Adjournment of Meetings.............................     76
       SECTION 1506.   Counting Votes and Recording Action of Meetings.................................................     77
       SECTION 1507.   Evidence of Action Taken by Holders.............................................................     78
       SECTION 1508.   Proof of Execution of Instruments...............................................................     78

ARTICLE SIXTEEN CONVERSION OR EXCHANGE OF SECURITIES...................................................................     78

       SECTION 1601.   Applicability of Article........................................................................     78
       SECTION 1602.   Election to Exchange; Notice to Trustee and Holders.............................................     78
       SECTION 1603.   No Fractional Shares............................................................................     78
       SECTION 1604.   Adjustment of Conversion Rate or Exchange Rate..................................................     79
       SECTION 1605.   Payment of Certain Taxes Upon Exchange..........................................................     79
       SECTION 1606.   Shares Free and Clear...........................................................................     80
       SECTION 1607.   Cancellation of Security........................................................................     80
       SECTION 1608.   Duties of Trustee Regarding Exchange and Conversion.............................................     80
       SECTION 1609.   Repayment of Certain Funds Upon Exchange or Conversion..........................................     80
       SECTION 1610.   Exercise of Conversion or Exchange Privilege....................................................     81
       SECTION 1611.   Effect of Consolidation or Merger on Exchange or Conversion Privilege...........................     82

ARTICLE SEVENTEEN GUARANTEES...........................................................................................     83

       SECTION 1701.   Guarantee ......................................................................................     83




TESTIMONIUM

SIGNATURES AND SEALS

ACKNOWLEDGMENTS

EXHIBIT A - FORMS OF CERTIFICATION

                                       iv

                        RAILAMERICA TRANSPORTATION CORP.

                  Reconciliation and tie between Trust Indenture Act of 1939, as
amended (the "1939 Act"), and Indenture, dated as of June ___, 2004



                 TRUST INDENTURE ACT SECTION                 INDENTURE SECTION
                 ---------------------------                 -----------------
                                                          
                 Section 310(a)(1).....................      607
                          (a)(2).......................      607
                          (b)..........................      608
                 Section 312(c)........................      701
                 Section 314(a)........................      703
                          (a)(4).......................      1010
                          (c)(1).......................      102
                          (c)(2).......................      102
                          (e)..........................      102
                 Section 315(b)........................      601
                 Section 316(a)(last sentence).........      101 ("Outstanding")
                          (a)(1)(A)....................      502, 512
                          (a)(1)(B)....................      513
                          (b)..........................      508
                 Section 317(a)(1).....................      503
                          (a)(2).......................      504
                 Section 318(a)........................      112
                          (c)..........................      112



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

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


                                       v

                                    INDENTURE

         INDENTURE, dated as of June __, 2004, between RAILAMERICA
TRANSPORTATION CORP., a Delaware corporation (hereinafter called the "Company"),
having its principal office at 5300 Broken Sound Boulevard, N.W., Boca Raton,
Florida 33487, the guarantors listed on Schedule I hereto as such schedule may
be amended from time to time (herein called the "Guarantors") and JPMORGAN CHASE
BANK, a New York banking corporation, as Trustee hereunder (hereinafter called
the "Trustee"), having its Corporate Trust Office at 4 New York Plaza, New York,
New York, 10004.

                             RECITALS OF THE COMPANY

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

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of any
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 the context otherwise requires:

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

         (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein, and the terms "cash transaction" and "self-liquidating
paper," as used in Trust Indenture Act Section 311, shall have the meanings
assigned to them in the rules of the Commission adopted under the Trust
Indenture Act;


                                       1

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

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

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

         "Act" has the meaning specified in Section 104.

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

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

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

         "Authorized Newspaper" means a newspaper, printed in the English
language or in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in each place in connection with which
the term is used or in the financial community of each such place. Whenever
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different Authorized
Newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.

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

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

         "Board of Directors" means either (i) the Board of Directors of the
Company, the executive committee or any other committee or director of that
board duly authorized to act for it in respect hereof, or (ii) one or more duly
authorized officers of the Company to whom the Board of Directors of the Company
or a committee thereof has delegated the authority to act with respect to the
matters contemplated by this Indenture.

         "Board Resolution" means (i) 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 or a committee thereof, and to be in full force and
effect on the date of such certification, and delivered to the Trustee or (ii) a
certificate signed by the authorized officer or officers of the



                                       2

Company to whom the Board of Directors of the Company or a committee thereof has
delegated its authority (as described in the definition of Board of Directors),
and in each case, delivered to the Trustee.

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

         "Clearstream" means Clearstream Banking, S.A., Luxembourg , or its
successor.

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

         "Common Depository" has the meaning specified in Section 304(b).

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

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

         "Conversion Event" means the cessation of use of (i) a Foreign Currency
(other than as otherwise provided with respect to a Security pursuant to Section
301) as provided by the government of the country which issued such currency and
for the settlement of transactions by a central bank or other public
institutions of or within the international banking community, or (ii) any
currency unit (or composite currency) for the purposes for which it was
established.

         "Corporate Trust Office" means the office of the Trustee at which, at
any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 4 New York Plaza,
New York, New York, 10004.

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

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

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

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



                                       3

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

         "DTC" means The Depository Trust Company.

         "Euroclear" means Euroclear Bank, S.A./N.V., or its successors as
operator of the Euroclear System.

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

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

         "Event of Default" has the meaning specified in Section 501.

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

         "Foreign Currency" means any currency, currency unit or composite
currency issued by the government of one or more countries other than the United
States of America or by any recognized confederation or association of such
governments.

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

         "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the government which issued the
Foreign Currency in which the Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the Foreign
Currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.

         "Guarantee" means a guarantee by any Guarantor of an obligation under
this Indenture.


                                       4

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

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
those particular series of Securities for which such Person is Trustee
established as contemplated by Section 301, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee, was not a party.

         "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

         "interest" when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, shall mean
interest payable after Maturity, and, when used with respect to a Security which
provides for the payment of Additional Amounts pursuant to Section 1011,
includes such Additional Amounts.

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

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

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

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

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.


                                       5

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

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

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

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

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

         (v)      Securities converted or exchanged into other securities or
                  property (including securities of other issuers) of the
                  Company pursuant to or in accordance with this Indenture if
                  the terms of such Securities provide for convertibility or
                  exchange pursuant to Section 301; provided, however, that in
                  determining whether the Holders of the requisite principal
                  amount of the Outstanding Securities have given any request,
                  demand, authorization, direction, notice, consent or waiver
                  hereunder or are present at a meeting of Holders for quorum
                  purposes, and for the purpose of making the calculations
                  required by Trust Indenture Act Section 313, (i) the principal
                  amount of an Original Issue Discount Security that may be
                  counted in making such determination or calculation and that
                  shall be deemed to be Outstanding for such purpose shall be
                  equal to the amount of principal thereof that would be (or
                  shall have been declared to be) due and payable, at the time
                  of such determination, upon a declaration of acceleration of
                  the maturity thereof pursuant to Section 502, (ii) the
                  principal amount of any Security denominated in a Foreign
                  Currency that may be counted in making such determination or
                  calculation and that shall be deemed Outstanding for such
                  purpose shall be equal to the Dollar equivalent, determined
                  pursuant to Section 301 as of the date such Security is
                  originally issued by the Company, of the principal amount (or,
                  in the case of an Original Issue Discount Security, the Dollar
                  equivalent as of such date of original issuance of the amount
                  determined as provided in clause (i) above) of such Security,
                  (iii) the principal amount of any Indexed Security that may be


                                       6

                  counted in making such determination or calculation and that
                  shall be deemed outstanding for such purpose shall be equal to
                  the principal face amount of such Indexed Security at original
                  issuance, unless otherwise provided with respect to such
                  Indexed Security pursuant to Section 301, and (iv) Securities
                  owned by the Company or any other obligor upon the Securities
                  or any Affiliate of the Company or of such other obligor shall
                  be disregarded and deemed not to be Outstanding, except that,
                  in determining whether the Trustee shall be protected in
                  making such calculation or in relying upon any such request,
                  demand, authorization, direction, notice, consent or waiver,
                  only Securities which a Responsible Officer of the Trustee
                  actually knows to be so owned shall be so disregarded.
                  Securities so owned which have been pledged in good faith may
                  be regarded as Outstanding if the pledgee establishes to the
                  satisfaction of the Trustee the pledgee's right so to act with
                  respect to such Securities and that the pledgee is not the
                  Company or any other obligor upon the Securities or any
                  Affiliate of the Company or of such other obligor.

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

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

         "Place of Payment" means, when used with respect to the Securities of
or within any series, the place or places where the principal of (and premium,
if any) and interest on such Securities are payable as specified as contemplated
by Sections 301 and 1002.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains.

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

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

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

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


                                       7

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

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

         "Responsible Officer" means any vice president, assistant vice
president, assistant treasurer, assistant secretary or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and having direct responsibility for the
administration of this Indenture, and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

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

         "Security" has the meaning stated in the first recital of this
Indenture and, more particularly, means any Security or Securities authenticated
and delivered under this Indenture; provided, however, that if at any time there
is more than one Person acting as Trustee under this Indenture, "Securities"
with respect to the Indenture as to which such Person is Trustee shall have the
meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of or within any series as to which such
Person is not Trustee.

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

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

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

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

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


                                       8

         "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as amended and as in force at the date as of which this Indenture was executed,
except as provided in Section 905.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture or pursuant to Section 301(9) until a successor
Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Trustee" shall mean or include each Person who is
then a Trustee hereunder; provided, however, that if at any time there is more
than one such Person, "Trustee" as used with respect to the Securities of or
within any series shall mean only the Trustee with respect to the Securities of
that series. If Trustees with respect to different series of Securities are
trustees under this Indenture, nothing herein shall constitute the Trustees
co-trustees of the same trust, and each Trustee shall be the trustee of a trust
separate and apart from any trust administered by any other Trustee with respect
to a different series of Securities.

         "United States" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

         "United States person" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any State
thereof or the District of Columbia or an estate or trust the income of which is
subject to United States federal income taxation regardless of its source.

         "Yield to Maturity" means the yield to maturity, computed at the time
of issuance of a Security (or, if applicable, at the most recent
predetermination of interest on such Security) and as set forth in such Security
in accordance with generally accepted United States bond yield computation
principles.

         SECTION 102. Compliance Certificates and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture (including covenants, compliance with which
constitute conditions precedent) relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (excluding certificates
delivered pursuant to Section 1010) shall include:

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


                                       9

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

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

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

         SECTION 103. Form of Documents Delivered to Trustee.

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

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

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

         SECTION 104. Acts of Holders.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, whether in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Fifteen, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Such instrument or instruments and any such record (and the
action



                                       10

embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments or so voting
at any such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to Section 612 and
TIA Sections 315(a) through 315(d)) conclusive in favor of the Trustee and the
Company and any agent of the Trustee or the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1506.

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

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

         (d) The ownership of Bearer Securities may be proved by the production
of such Bearer Securities or by a certificate executed, as depository, by any
trust company, bank, banker or other depository, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depository, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding. The ownership of Bearer
Securities may also be proved in any other manner which the Trustee deems
sufficient.

         (e) If the Company shall solicit from the Holders of Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, in or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be



                                       11

Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven
months after the record date.

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

         SECTION 105. Notices, etc., to Trustee and Company.

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

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

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

         SECTION 106. Notice to Holders; Waiver.

         Where this Indenture provides for notice of any event to Holders of
Registered Securities by the Company or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each such Holder affected by such
event, at his address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Holders of Registered Securities is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the sufficiency
of any notice to Holders of Bearer Securities given as provided herein. Any
notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually
receives such notice.

         If by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification to



                                       12

Holders of Registered Securities as shall be made with the approval of the
Trustee shall constitute a sufficient notification to such Holders for every
purpose hereunder.

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

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

         Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

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

         SECTION 107. Effect of Headings and Table of Contents.

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

         SECTION 108. Successors and Assigns.

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


                                       13

         SECTION 109. Separability Clause.

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

         SECTION 110. Benefits of Indenture.

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

         SECTION 111. No Personal Liability.

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

         SECTION 112. Governing Law.

         This Indenture and the Securities and coupons shall be governed by and
construed in accordance with the laws of the State of New York. This Indenture
is subject to the provisions of the TIA that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

         SECTION 113. Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date, Repayment
Date, sinking fund payment date, Stated Maturity or Maturity of any Security or
the last date on which a Holder has the right to convert or exchange a Security
at a particular conversion or exchange price shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or
any Security or coupon other than a provision in the Securities of any series
which specifically states that such provision shall apply in lieu hereof),
payment of interest or any Additional Amounts or principal (and premium, if any)
need not be made at such Place of Payment on such date, and conversion or
exchange need not be made at such Place of Payment on such date, but may be made
on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date, Redemption Date, Repayment
Date or sinking fund payment date, or at the Stated Maturity or Maturity or on
such last day for conversion or exchange, provided that no interest shall accrue
on the amount so payable for the period from and after such Interest Payment
Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be, to the next such Business Day.


                                       14


                                   ARTICLE TWO
                                SECURITIES FORMS

      SECTION 201. Forms of Securities.

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

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

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

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

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

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

                                    JPMorgan Chase Bank, as Trustee

                                    By:
                                       -----------------------------------
                                                Authorized Officer

      SECTION 203. Securities Issuable in Global Form.

      If Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding clause (8) of
Section 301 and the provisions of Section 302, any such Security shall represent
such of the Outstanding Securities of such series as shall be specified therein
and may provide that it shall represent the aggregate amount of Outstanding
Securities of such series from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities of such series represented thereby
may from time to time be increased or decreased to reflect exchanges, maturities
or redemptions. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding

                                       15

Securities represented thereby shall be made by the Trustee in such manner and
upon written instruction given by such Person or Persons as shall be specified
therein or in the Company Order to be delivered to the Trustee pursuant to
Section 303 or 304. Subject to the provisions of Section 303 and, if applicable,
Section 304, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon written instructions given by the Person or
Persons specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 102.

      The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

      Notwithstanding the provisions of Section 307, unless otherwise specified
as contemplated by Section 301, payment of principal of and any premium and
interest on any Security in permanent global form shall be made to the Person or
Persons specified therein.

      Notwithstanding the provisions of Section 308 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or Clearstream.

      SECTION 204. CUSIP, CINS or ISIN Numbers.

      The Company in issuing any series of Securities may use "CUSIP", "CINS" or
"ISIN" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP", "CINS" or "ISIN" numbers in notices 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 such Securities or as contained
in any notice and that reliance may be placed only on the other identification
numbers printed on such Securities, and any such action relating to such notice
shall not be affected by any defect in or omission of such numbers in such
notice. The Company shall promptly notify the Trustee of any change in the
"CUSIP", "CINS" or "ISIN" numbers.

                                  ARTICLE THREE
                                 THE SECURITIES

      SECTION 301. Amount Unlimited; Issuable in Series.

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

                                       16

      The Securities may be issued in one or more series. There shall be
established in or pursuant to one or more Board Resolutions, or indentures
supplemental hereto, prior to the issuance of Securities of any series, any or
all of the following, as applicable (each of which (except for the matters set
forth in clauses (1), (2) and (15) below), if so provided, may be determined
from time to time by the Company with respect to unissued Securities of or
within the series when issued from time to time):

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

            (2) any limit upon the aggregate principal amount of the Securities
of or within the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of or within
the series pursuant to Section 304, 305, 306, 906, 1107, 1305 or 1610);

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

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

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

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

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

                                       17

within the series shall be redeemed, repaid or purchased, in whole or in part,
pursuant to such obligation;

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

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

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

            (11) if other than Dollars, the Foreign Currency or Currencies in
which payment of the principal of (and premium, if any) or interest or
Additional Amounts, if any, on the Securities of or within the series shall be
payable or in which the Securities of or within the series shall be denominated
and the method by which the Dollar equivalent of the principal amount of such
Foreign Currency Security may be determined;

            (12) whether the amount of payments of principal of (and premium, if
any) or interest, if any, on the Securities of or within the series may be
determined with reference to an index, formula or other method (which index,
formula or method may be based, without limitation, on one or more currencies,
currency units, composite currencies, commodities, equity indices or other
indices), and the manner in which such amounts shall be determined;

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

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

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

                                       18

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

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

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

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

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

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

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

                                       19

            (23) the obligation, if any, of the Company to permit the Securities
of such series to be converted into or exchanged for common stock of the Company
or other securities or property of the Company or any other issuer and the terms
and conditions upon which such conversion or exchange shall be effected
(including, without limitation, the initial conversion price or rate, the
conversion or exchange period, any adjustment of the applicable conversion or
exchange price or rate and any requirements relative to the reservation of such
shares for purposes of conversion or exchange);

            (24) the provisions, if any, relating to any security provided for
the Securities of the series;

            (25) whether the Securities rank as senior Securities, senior
subordinated Securities or subordinated Securities or any combination thereof
and the terms of any such subordination, if applicable;

            (26) the form and terms of any guarantee of any Securities of the
series;

            (27) if convertible or exchangeable, any applicable limitations on
the ownership or transferability of the securities or property into which such
Securities are convertible or exchangeable; and

            (28) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture except as permitted by
Section 901).

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

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

      SECTION 302. Denominations.

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

                                       20

      SECTION 303. Execution, Authentication, Delivery and Dating.

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

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

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

      If all of the Securities of any series are not to be issued at one time
and if the Board Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities and determining the terms of
particular Securities of such series, such as interest rate or formula, maturity
date, date of issuance and date from which interest shall accrue. In
authenticating Securities, and accepting the additional responsibilities under
this Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 612 and TIA Section 315(a) through 315(d))
shall be fully protected in conclusively relying upon:

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

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

                                       21

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

            (c)   such Securities, together with any coupons appertaining
                  thereto, when completed pursuant to such procedures as may be
                  specified therein, and executed and delivered by the Company
                  to the Trustee for authentication in accordance with this
                  Indenture, authenticated and delivered by the Trustee in
                  accordance with this Indenture and issued by the Company in
                  the manner and subject to any conditions specified in such
                  Opinion of Counsel, will constitute legal, valid and binding
                  obligations of the Company, enforceable in accordance with
                  their terms, subject to applicable bankruptcy, insolvency,
                  reorganization and other similar laws of general applicability
                  relating to or affecting the enforcement of creditors' rights
                  generally and to general equitable principles and to such
                  other matters as may be specified therein; and

            (d)   the issuance of such Securities and any coupons will not
                  contravene the certificate of incorporation or bylaws of the
                  Company or result in any violation of any of the terms or
                  provisions of any law or regulation or of any indenture,
                  mortgage or other agreement known to such counsel by which the
                  Company is bound.

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

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

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

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

                                       22

      No Security or coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security or the Security to which such coupon appertains a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309 together
with a written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued or sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

      SECTION 304. Temporary Securities.

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

      Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with Section 304(b) or as otherwise provided in or
pursuant to a Board Resolution), if temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 303.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series.

      (b) Unless otherwise provided as contemplated in Section 301, this Section
304(b) shall govern the exchange of temporary Securities issued in global form
other than through the facilities of DTC. If any such temporary Security is
issued in global form, then such temporary global Security shall, unless
otherwise provided therein, be delivered to the London, England

                                       23

office of a depository or common depository (the "Common Depository"), for the
benefit of Euroclear and Clearstream.

      Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in an aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depository to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of or within the same series of authorized
denominations and of like tenor as the portion of such temporary global Security
to be exchanged. The definitive Securities to be delivered in exchange for any
such temporary global Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 301, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that, unless otherwise specified in such temporary
global Security, upon such presentation by the Common Depository, such temporary
global Security is accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euroclear as to the portion of such temporary
global Security, if any, held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by
Clearstream as to the portion of such temporary global Security, if any, held
for its account then to be exchanged, each in the form set forth in Exhibit A-2
to this Indenture or in such other form as may be established pursuant to
Section 301; and provided further that definitive Bearer Securities shall be
delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 303.

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

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

                                       24

otherwise specified as contemplated by Section 301, interest payable on a
temporary global Security on an Interest Payment Date for Securities of such
series occurring prior to the applicable Exchange Date shall be payable to
Euroclear or Clearstream on such Interest Payment Date upon delivery by
Euroclear or Clearstream to the Trustee of a certificate or certificates in the
form set forth in Exhibit A-2 to this Indenture (or in such other forms as may
be established pursuant to Section 301), for credit without further interest on
or after such Interest Payment Date to the respective accounts of Persons who
are the beneficial owners of such temporary global Security on such Interest
Payment Date and who have each delivered to Euroclear or Clearstream, as the
case may be, a certificate dated no earlier than 15 days prior to the Interest
Payment Date occurring prior to such Exchange Date in the form set forth as
Exhibit A-1 to this Indenture (or in such other forms as may be established
pursuant to Section 301). Notwithstanding anything to the contrary herein
contained, the certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of this Section
304(b) and of the third paragraph of Section 303 of this Indenture and the
interests of the Persons who are the beneficial owners of the temporary global
Security with respect to which such certification was made will be exchanged for
definitive Securities of the same series and of like tenor on the Exchange Date
or the date of certification if such date occurs after the Exchange Date,
without further act or deed by such beneficial owners. Except as otherwise
provided in this paragraph, no payments of principal or interest owing with
respect to a beneficial interest in a temporary global Security will be made
unless and until such interest in such temporary global Security shall have been
exchanged for an interest in a definitive Security. Any interest so received by
Euroclear or Clearstream and not paid as herein provided shall be returned to
the Trustee prior to the expiration of two years after such Interest Payment
Date in order to be repaid to the Company.

      SECTION 305. Registration, Registration of Transfer and Exchange.

      The Company shall cause to be kept at the Corporate Trust Office of the
Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the register maintained in such office
or in any such office or agency of the Company in a Place of Payment being
herein sometimes referred to as the "Security Register") in which, subject to
such reasonable regulations as it or the Security Registrar may prescribe, the
Company shall provide for the registration of Registered Securities and of
transfers of Registered Securities. There shall be only one Security Register
for each series of Securities. The Security Register shall be in written form or
any other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially appointed
"Security Registrar" for the purpose of registering Registered Securities and
transfers of Registered Securities on such Security Register as herein provided.
In the event that the Trustee shall cease to be Security Registrar, it shall
have the right to examine the Security Register at all reasonable times and to
require that a copy of the Security Register in written form be delivered to it
from time to time as reasonably requested. Subject to the provisions of this
Section 305, upon surrender for registration of transfer of any Registered
Security of any series at any office or agency of the Company in a Place of
Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount, bearing a
number not contemporaneously outstanding, and containing identical terms and
provisions.

                                       25

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

      If (but only if) permitted as contemplated by Section 301, at the option
of the Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Bearer Securities to
be exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, any such permitted exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
in an amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 1002, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such
office or agency in a permitted exchange for a Registered Security of the same
series and like tenor after the close of business at such office or agency on
(i) any Regular Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the holder making the exchange is entitled to receive.

      Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the depository for any permanent global
Security is DTC, then, unless the terms of such global Security expressly permit
such global Security to be exchanged in whole or in part for definitive
Securities, a global Security may be transferred, in whole but not in part, only
to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for
such global Security

                                       26

selected or approved by the Company or to a nominee of such successor to DTC. If
at any time DTC notifies the Company that it is unwilling or unable to continue
as depository for the applicable global Security or Securities or if at any time
DTC ceases to be a clearing agency registered under the Exchange Act if so
required by applicable law or regulation, the Company shall appoint a successor
depository with respect to such global Security or Securities. If (x) a
successor depository for such global Security or Securities is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such unwillingness, inability or ineligibility, (y) an Event of Default
has occurred and is continuing and the beneficial owners representing a majority
in principal amount of the applicable series of Securities represented by such
global Security or Securities advise DTC to cease acting as depository for such
global Security or Securities or (z) to the extent permitted by DTC, the
Company, in its sole discretion, determines at any time that all Outstanding
Securities (but not less than all) of any series issued or issuable in the form
of one or more global Securities shall no longer be represented by such global
Security or Securities (provided, however, the Company may not make such
determination during the 40-day restricted period provided by Regulation S under
the Securities Act or during any other similar period during which the
Securities must be held in global form as may be required by the Securities
Act), then the Company shall execute, and the Trustee shall authenticate and
deliver, definitive Securities of like series, rank, tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such global Security or Securities and registered in such names and in such
denominations as shall have been set forth in instructions received by the
Trustee from DTC. If any beneficial owner of an interest in a permanent global
Security is otherwise entitled to exchange such an interest for Securities of
such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 301 and provided that
any applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
execute, and the Trustee shall authenticate and deliver definitive Securities in
aggregate principal amount equal to the principal amount of such beneficial
owner's interest in such permanent global Security and registered in such names
and in such denominations as shall have been set forth in instructions received
by the Trustee from DTC. On or after the earliest date on which such interests
may be so exchanged, such permanent global Security shall be surrendered for
exchange by DTC or such other depository as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company's agent for such
purpose; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending on the relevant Redemption Date if the Security for
which exchange is requested may be among those selected for redemption; and
provided further that no Bearer Security delivered in exchange for a portion of
a permanent global Security shall be mailed or otherwise delivered to any
location in the United States. If a Registered Security is issued in exchange
for any portion of a permanent global Security after the close of business at
the office or agency where such exchange occurs on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, interest or Defaulted Interest, as the case may be, will not
be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person

                                       27

to whom interest in respect of such portion of such permanent global Security is
payable in accordance with the provisions of this Indenture.

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

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

      No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107, 1305 or 1610 not involving any
transfer.

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

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

      If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee or the Company, together with
such security or indemnity as may be required by the Company or the Trustee to
save each of them or any agent of either of them harmless, the Company shall
execute, and the Trustee shall authenticate and deliver, in exchange therefor a
new Security of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security.

                                       28

      If there shall be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security or
coupon, and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
actual notice to the Company or the Trustee that such Security or coupon has
been acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

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

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

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

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

      SECTION 307. Payment of Interest; Interest Rights Preserved.

      Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, interest on any Registered
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business

                                       29

on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided, however,
that each installment of interest on any Registered Security may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 308,
to the address of such Person as it appears on the Security Register or (ii)
transfer to an account maintained by the payee located inside the United States;
provided, that the Paying Agent shall have received appropriate wire transfer
instructions at least five Business Days prior to the applicable Interest
Payment Date.

      Unless otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, payment of interest may be made, in the case of a
Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States; provided, that the Paying Agent shall have
received appropriate wire transfer instructions at least five Business Days
prior to the applicable Interest Payment Date.

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

      Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "Defaulted Interest")
shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

            (1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Registered Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Registered
Security of such series and the date of the proposed payment (which shall not be
less than 20 days after such notice is received by the Trustee), and at the same
time the Company shall deposit with the Trustee an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit
on or prior to the date of the proposed payment, such money when deposited to be
held in trust for the benefit of the Persons entitled to such Defaulted Interest
as in this clause provided. Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense

                                       30

of the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of Registered Securities of such series at such Holder's
address as it appears in the Security Register not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names the
Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (2).

            (2) The Company may make payment of any Defaulted Interest on the
Registered Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such Securities may be
listed, and upon such notice as may be required by such exchange, if, after
written 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.

      Subject to the provisions of Section 1402 and except as otherwise
specified with respect to a series of Securities in accordance with the
provisions of Section 301, in the case of any Security which is converted or
exchanged after any Regular Record Date and on or prior to the next succeeding
Interest Payment Date (other than any Security, the principal of (or premium, if
any, on) which shall become due and payable, whether at a Stated Maturity or by
declaration of acceleration, call for redemption, or otherwise, prior to such
Interest Payment Date), interest whose Stated Maturity is on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion or exchange, and such interest (whether or not punctually paid or
duly provided for) shall be paid to the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of business on
such Regular Record Date. Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Security which is converted
or exchanged, interest whose Stated Maturity is after the date of conversion or
exchange of such Security shall not be payable.

      SECTION 308. Persons Deemed Owners.

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

                                       31

      Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the Holder of any Bearer Security and the Holder of any coupon
as the absolute owner of such Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupon be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

      None of the Company, the Trustee, any Paying Agent or the Security
Registrar, nor any agent of the Company or the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

      Notwithstanding the foregoing, with respect to any global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any depository, as a Holder, with respect to
such global Security or impair, as between such depository and owners of
beneficial interests in such global Security, the operation of customary
practices governing the exercise of the rights of such depository (or its
nominee) as Holder of such global Security.

      SECTION 309. Cancellation.

      All Securities and coupons surrendered for payment, redemption, repayment
at the option of the Holder, registration of transfer or exchange or for credit
against any sinking fund payment shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee, and any such Securities and coupons
and Securities and coupons surrendered directly to the Trustee for any such
purpose shall be promptly canceled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. If the Company shall so
acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. Canceled Securities and coupons held by the Trustee shall be disposed
of by the Trustee in accordance with its customary practices and, if required in
writing by the Company, the Trustee shall deliver a certificate of such
disposition to the Company, unless by a Company Order the Company directs their
return to it.

      SECTION 310. Computation of Interest.

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

                                       32

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

      SECTION 401. Satisfaction and Discharge of Indenture.

      This Indenture shall upon Company Request cease to be of further effect
with respect to any series of Securities specified in such Company Request
(except as to any surviving rights of registration of transfer or exchange of
Securities of such series herein expressly provided for and any right to receive
Additional Amounts, as provided in Section 1011), and the Trustee, upon receipt
of a Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

            (1)   either

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

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

            (i)   have become due and payable, or

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

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

and the Company, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust for
the purpose an amount in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable, sufficient to pay and discharge the entire indebtedness on such
Securities

                                       33

and such coupons not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest, and any Additional Amounts with
respect thereto, to the date of such deposit (in the case of Securities which
have become due and payable) or the Stated Maturity or Redemption Date, as the
case may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 and, if money shall have been deposited with and held by the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003, shall survive.

      In the event that there are Securities of two or more series Outstanding
hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Securities of a particular series as to which it is Trustee and if
the other conditions thereto are met.

      SECTION 402. Application of Trust Funds.

      Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, the coupons
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any), and any interest and Additional Amounts for whose payment such money has
been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

                                  ARTICLE FIVE
                                    REMEDIES

      SECTION 501. Events of Default.

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

            (1) default in the payment of any interest upon or any Additional
Amounts payable in respect of any Security of or within that series or of any
coupon appertaining thereto,

                                       34

when such interest, Additional Amounts or coupon becomes due and payable, and
continuance of such default for a period of 30 days; or

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

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

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

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

            (A)   commences a voluntary case,

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

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

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

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

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

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

            (C)   orders the liquidation of the Company or any Significant
                  Subsidiary, and the order or decree remains unstayed and in
                  effect for 90 days; or

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

                                       35

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

      SECTION 502. Acceleration of Maturity; Rescission and Annulment.

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

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

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

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

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

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

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

            (2) all Events of Default with respect to Securities of that series,
other than the nonpayment of the principal of (or premium, if any) or interest
on Securities of that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 513.

                                       36

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

      SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

      The Company covenants that if:

            (1) default is made in the payment of any installment of interest or
Additional Amounts, if any, on any Security of any series and any related coupon
when such interest or Additional Amount becomes due and payable and such default
continues for a period of 30 days, or

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

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium, if any) and interest and Additional Amounts, with interest upon any
overdue principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installments of interest
or Additional Amounts, if any, at the rate or rates borne by or provided for in
such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

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

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

      SECTION 504. Trustee May File Proofs of Claim.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
of any series shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the

                                       37

payment of overdue principal, premium, if any, or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise:

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

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

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

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

      SECTION 506. Application of Money Collected.

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

                                       38

      FIRST:      To the payment of all amounts due the Trustee and any
                  predecessor Trustee under Section 606,

      SECOND:     in accordance with the subordination provisions, if any, of
                  the Securities of such series;

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

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

      SECTION 507. Limitation on Suits.

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

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

            (2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

                                       39

      SECTION 508. Unconditional Right of Holders to Receive Principal, Premium,
if any, Interest and Additional Amounts.

      Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right which is absolute and unconditional to
receive payment of the principal of (and premium, if any) and (subject to
Sections 305 and 307) interest on, and any Additional Amounts in respect of,
such Security or payment of such coupon on the respective due dates expressed in
such Security or coupon (or, in the case of redemption or repayment, on the
Redemption Date or Repayment Date), to convert or exchange such Securities in
accordance with Article Sixteen and to institute suit for the enforcement of any
such payment, conversion or exchange and such rights shall not be impaired
without the consent of such Holder.

      SECTION 509. Restoration of Rights and Remedies.

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

      SECTION 510. Rights and Remedies Cumulative.

      Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities or coupons is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      SECTION 511. Delay or Omission Not Waiver.

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

      SECTION 512. Control by Holders of Securities.

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

                                       40

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

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

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

      SECTION 513. Waiver of Past Defaults.

      The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series and any related coupons consent to the waiver of any
past default hereunder with respect to such series and its consequences, except
a default

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

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

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

      SECTION 514. Waiver of Stay or Extension Laws.

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

      SECTION 515. Undertaking for Costs.

      All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of 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


                                       41

having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on or Additional Amounts payable with respect to any Security on or after the
respective Stated Maturities expressed in such Security (or in the case of
redemption or repayment, on or after the Redemption Date or Repayment Date) or
to enforce the right to convert or exchange any Security in accordance with
Article Sixteen.

                                   ARTICLE SIX
                                   THE TRUSTEE

      SECTION 601. Notice of Defaults.

      Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit in the manner and to
the extent provided in TIA Section 313(c), notice of such default hereunder
actually known to a Responsible Officer of the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of (or premium, if any) or interest on
or any Additional Amounts with respect to any Security of such series, or in the
payment of any sinking fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders of the Securities
and coupons of such series; and provided further that in the case of any default
or breach of the character specified in Section 501(4) with respect to the
Securities and coupons of such series, no such notice to Holders shall be given
until at least 60 days after the occurrence thereof. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to the Securities
of such series. The Trustee shall not be charged with knowledge of the identity
of any Significant Subsidiary unless a Responsible Officer of the Trustee shall
have actual knowledge of such identity or unless the Company or any Holder shall
have given the Trustee notice thereof in accordance with Section 105.

      SECTION 602. Certain Rights of Trustee.

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

(1)   the Trustee shall perform only such duties as are expressly undertaken by
      it to perform under this Indenture and no implied covenants or obligations
      shall be read into this Indenture against the Trustee;

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


                                       42

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

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

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

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

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

(8)   the Trustee may execute any of the trusts or powers hereunder or perform
      any duties hereunder either directly or by or through agents, attorneys,
      custodians or nominees and the Trustee shall not be responsible for any
      misconduct or negligence on the part of any agent, attorney, custodian or
      nominee appointed with due care by it hereunder;

(9)   the Trustee shall not be liable for any action taken, suffered or omitted
      by it in good faith and reasonably believed by it to be authorized or
      within the discretion or rights or powers conferred upon it by this
      Indenture. The Trustee shall not be required to expend or risk its own
      funds or otherwise incur any financial liability in the performance of any
      of its duties hereunder, or in the exercise of any of its rights or
      powers, if it shall have reasonable grounds for believing that repayment
      of such funds or indemnity satisfactory to the Trustee against such risk
      or liability is not reasonably assured to it; and

(10)  in case an Event of Default shall occur and be continuing, the Trustee
      shall exercise such of its rights and powers under this Indenture and use
      the same degree of care and skill in


                                       43

      their exercise as a prudent person would exercise or use under the
      circumstances in the conduct of his own affairs.

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

      The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

      SECTION 604. May Hold Securities.

      The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and coupons and, subject to Section
613 and TIA Sections 310(b) and 311, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Paying Agent, Security
Registrar, Authenticating Agent or such other agent.

      SECTION 605. Money Held in Trust.

      Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on, or investment of, any money received by it hereunder.

      SECTION 606. Compensation and Reimbursement.

      The Company agrees:

            (1) to pay to the Trustee from time to time reasonable compensation
for all services rendered by it hereunder, including extraordinary services
rendered in connection with or during the continuation of a default hereunder
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);

            (2) to reimburse each of the Trustee and any predecessor Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by it in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
agents and counsel), except to the extent any such expense, disbursement or
advance may be attributable to its gross negligence or bad faith; and

            (3) to indemnify each of the Trustee and any predecessor Trustee and
each of their respective directors, officers, agents and employees for, and to
hold each of them harmless against, any loss, liability or expense, arising out
of or in connection with the acceptance or administration of the trust or trusts
or the performance of its duties hereunder, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or


                                       44

performance of any of its powers or duties hereunder except to the extent any
such loss, liability or expense may be attributable to its own gross negligence
or bad faith.

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

      Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default described in Section 501(5) and (6), such
expenses (including the fees and expenses of its counsel) and the compensation
for such services are intended to constitute expenses of administration under
any Bankruptcy Law.

      The provisions of this Section shall survive the satisfaction and
discharge of this Indenture or the resignation or removal of the Trustee.

      SECTION 607. Corporate Trustee Required; Eligibility.

      There shall at all times be a Trustee hereunder which shall be eligible to
act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus of at least $50,000,000 or is a subsidiary of a corporation which shall
be a Person that has a combined capital and surplus of at least $50,000,000 and
which unconditionally guarantees the obligations of the Trustee hereunder. If
such Trustee or Person publishes reports of condition at least annually,
pursuant to law or the requirements of Federal, State, Territorial or District
of Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Trustee or Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

      SECTION 608. Resignation and Removal; Appointment of Successor.

      (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609.

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

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


                                       45

      (d) If at any time:

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

            (2) the Trustee shall cease to be eligible under Section 607 and
shall fail to resign after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for at least
six months, or

            (3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, (i) the Company by or
pursuant to a Board Resolution may remove the Trustee and appoint a successor
Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e),
any Holder of a Security who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor Trustee or
Trustees.

      (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause with respect
to the Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series). If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner hereinafter provided, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to Securities of such series.

      (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series in the manner
provided for notices to the Holders of Securities in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.


                                       46

      SECTION 609. Acceptance of Appointment By Successor.

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

      (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto,
pursuant to Article Nine hereof, wherein each successor Trustee shall accept
such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

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

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


                                       47

      (e) All monies due and owing to the Trustee shall be paid before the
successor Trustee accepts its appointment.

      SECTION 610. Merger, Conversion, Consolidation or Succession to Business.

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

      SECTION 611. Appointment of Authenticating Agent.

      At any time when any of the Securities remain Outstanding, the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption or repayment thereof 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. Any such appointment shall be evidenced by an
instrument in writing signed by a Responsible Officer of the Trustee, a copy of
which instrument shall be promptly furnished to the Company. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by
the Trustee or the Trustee's certificate of authentication, such reference shall
be deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
reasonably acceptable to the Company and, except as may otherwise be provided
pursuant to Section 301, shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of
the United States of America or of any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $25,000,000 and subject to supervision or
examination by Federal or State authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


                                       48

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

      An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of or within the series
with respect to which such Authenticating Agent will serve in the manner set
forth in Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

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

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

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

                                      JPMorgan Chase Bank, as Trustee

                                      By:
                                          --------------------------------------
                                          as Authenticating Agent

                                      By:
                                          --------------------------------------
                                          Authorized Officer

      SECTION 612. Certain Duties and Responsibilities.

      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


                                       49

exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or indemnity satisfactory to the Trustee
against such risk or liability is not reasonably assured to it. Whether or not
therein expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.

      SECTION 613. Conflicting Interests.

      If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series or under the indenture dated the date hereof
with RailAmerica Inc. and the Guarantors named therein.

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

      SECTION 701. Disclosure of Names and Addresses of Holders.

      Every Holder of Securities or coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any Authenticating Agent nor any Paying Agent nor any Security Registrar nor
any director, officer, agent or employee of any of them shall be held
accountable by reason of the disclosure of any information as to the names and
addresses of the Holders of Securities or coupons in accordance with TIA Section
312, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under TIA Section 312(b).

      SECTION 702. Reports by Trustee.

      Within 60 days after May 15 of each year commencing with the first May 15
after the first issuance of Securities pursuant to this Indenture, the Trustee
shall transmit by mail to all Holders of Securities as provided in TIA Section
313(c) a brief report dated as of such May 15 if and to the extent required by
TIA Section 313(a).

      To facilitate compliance by the Trustee with TIA Section 313, the Company
will notify the Trustee when any Securities are listed on any stock exchange.

      SECTION 703. Reports by Company.

      The Company will:

            (1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may


                                       50

from time to time by rules and regulations prescribe) which the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if the Company is not required to file information,
documents or reports pursuant to either of such Sections, then it will file with
the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant to
Section 13 of the Exchange Act in respect of a security listed and registered on
a national securities exchange as may be prescribed from time to time in such
rules and regulations;

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

            (3) transmit by mail to the Holders of Securities, within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in TIA Section 313(c), such summaries of any information, documents and
reports required to be filed by the Company pursuant to paragraphs (1) or (2) of
this Section as may be required by rules and regulations prescribed from time to
time by the Commission.

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

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

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

      (b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished, provided, however, that, so long as the Trustee is the Security
Registrar, no such lists shall be required to be furnished.

                                  ARTICLE EIGHT
                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

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

      The Company may consolidate with, or sell, lease or convey all or
substantially all of its assets to, or merge with or into any other Person,
provided that in any such case, (i) either the Company shall be the continuing
entity, or the successor (if other than the Company) entity shall


                                       51

be a Person organized and existing under the laws of the United States or a
State thereof or the District of Columbia and such successor entity shall
expressly assume the due and punctual payment of the principal of (and premium,
if any) and any interest (including all Additional Amounts, if any, payable
pursuant to Section 1011) on all of the Securities, according to their tenor,
the conversion or exchange rights provided for in accordance with Article
Sixteen, if applicable, or as otherwise specified pursuant to Section 301, and
the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company by supplemental
indenture, complying with Article Nine hereof, in form satisfactory to the
Trustee, executed and delivered to the Trustee by such Person and (ii)
immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Subsidiary as a
result thereof as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice
or the lapse of time, or both, would become an Event of Default, shall have
occurred and be continuing.

      SECTION 802. Rights and Duties of Successor Corporation.

      In case of any such consolidation, merger, sale, lease or conveyance and
upon any such assumption by the successor entity, such successor entity shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part, and the predecessor entity,
except in the event of a lease, shall be relieved of any further obligation
under this Indenture and the Securities. Such successor entity thereupon may
cause to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Securities issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee; and, upon the
order of such successor entity, instead of the Company, and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor entity thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.

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

      SECTION 803. Officers' Certificate and Opinion of Counsel.

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


                                       52

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

      SECTION 901. Supplemental Indentures Without Consent of Holders.

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

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

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

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

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

            (5) to add to, change or eliminate any of the provisions of this
Indenture in respect of any series of Securities, provided that any such
addition, change or elimination shall (i) neither (A) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision, nor (B) modify the rights of the
Holder of any such Security with respect to such provision; or (ii) become
effective only when there is no Security Outstanding; or

            (6) to secure the Securities; or


                                       53

            (7) to establish the form or terms of Securities of any series and
any related coupons as permitted by Sections 201 and 301, including (i) the
provisions and procedures relating to Securities convertible into or
exchangeable for other securities or property of the Company or (ii) the
addition or modification of any of the provisions of this Indenture as shall be
necessary or desirable to provide for or facilitate the guarantee of such
Securities by one or more Guarantors; or

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

            (9) to make provision for the subordination of Securities of a
series or to make provision with respect to the conversion or exchange rights of
Holders pursuant to the requirements of Article Sixteen, including providing for
the conversion or exchange of the Securities into any security or property of
the Company or any other issuer; or

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

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

            (12) to amend Schedule I attached hereto to add and/or remove one or
more Guarantors; provided, that no such amendment shall remove any Guarantor
that has guaranteed any Securities Outstanding hereunder; or

            (13) to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Sections 401, 1402 and 1403;
provided in each case that any such action shall not adversely affect the
interests of the Holders of Securities of such series and any related coupons or
any other series of Securities in any material respect.

      SECTION 902. Supplemental Indentures With Consent of Holders.

      With the consent of the Holders of not less than a majority in principal
amount of all Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by or pursuant to a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights
of the Holders of Securities and any related coupons under this Indenture;
provided, however, that


                                       54

no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

(1)   change the Stated Maturity of the principal of (or premium, if any, on) or
      any installment of principal of or interest on, any Security; or reduce
      the principal amount thereof or the rate or amount of interest thereon or
      any Additional Amounts payable in respect thereof, or any premium payable
      upon the redemption thereof, or change any obligation of the Company to
      pay Additional Amounts pursuant to Section 1011 (except as contemplated by
      Section 801(i) and permitted by Section 901(1)), or reduce the amount of
      the principal of an Original Issue Discount Security that would be due and
      payable upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 502 or the amount thereof provable in bankruptcy
      pursuant to Section 504, or adversely affect any right of repayment at the
      option of the Holder of any Security, or change any Place of Payment
      where, or the currency or currencies, currency unit or units or composite
      currency or currencies in which, the principal of any Security or any
      premium or any Additional Amounts payable in respect thereof or the
      interest thereon is payable, or impair the right to institute suit for the
      enforcement of any such payment on or after the Stated Maturity thereof
      (or, in the case of redemption or repayment at the option of the Holder,
      on or after the Redemption Date or the Repayment Date, as the case may
      be); or

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

(3)   modify any of the provisions of this Section, Section 513 or Section 1012,
      except to increase the required percentage to effect such action or to
      provide that certain other provisions of this Indenture cannot be modified
      or waived without the consent of the Holder of each Outstanding Security
      affected thereby; or

(4)   make any change that adversely affects the right to convert or exchange
      any Security as provided in Article Sixteen or pursuant to Section 301
      (except as permitted by Section 901(9)) or decrease the conversion or
      exchange rate or increase the conversion or exchange price of any such
      Security; or

(5)   modify the Guarantees in any manner adverse to the Holders or make any
      amendment referred to in the proviso to Section 901(12).

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

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


                                       55

to such covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series.

      SECTION 903. Execution of Supplemental Indentures.

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

      SECTION 904. Effect of Supplemental Indentures.

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

      SECTION 905. Conformity with 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 906. Reference in Securities to Supplemental Indentures.

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

      SECTION 907. Notice of Supplemental Indentures.

      Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the Company
shall give notice thereof to the Holders of each Outstanding Security affected,
in the manner provided for in Section 106, setting forth in general terms the
substance of such supplemental indenture, but failure to give any such notice
shall not affect the validity of any such supplemental indenture.


                                       56

                                   ARTICLE TEN
                                    COVENANTS

      SECTION 1001. Payment of Principal, Premium, if any, Interest and
Additional Amounts.

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

      SECTION 1002. Maintenance of Office or Agency.

      If Securities of a series are issuable only as Registered Securities, the
Company shall maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered
for payment, where Securities of that series may be surrendered for registration
of transfer or exchange, where Securities of that series may be converted or
exchanged in accordance with Article Sixteen, and where notices and demands to
or upon the Company in respect of the Securities of that series and this
Indenture may be served. If Securities of a series are issuable as Bearer
Securities, the Company will maintain: (A) in the Borough of Manhattan, The City
of New York, an office or agency where any Registered Securities of that series
may be presented or surrendered for payment or conversion, where any Registered
Securities of that series may be surrendered for registration of transfer or
exchange, where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served and where Bearer
Securities of that series and related coupons may be presented or surrendered
for payment or conversion in the circumstances described in the following
paragraph (and not otherwise); (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the
United States, an office or agency where Securities of that series and related
coupons may be presented and surrendered for payment (including payment of any
Additional Amounts payable on Securities of that series pursuant to Section
1011) or conversion; provided, however, that if the Securities of that series
are listed on the Luxembourg Stock Exchange, The International Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent for the
Securities of that series in Luxembourg, London, England or any other required
city located outside the United States, as the case may be, so long as the
Securities of that series are listed on such exchange; and (C) subject to any
laws or regulations applicable thereto, in each Place of Payment for that series
located outside the United States an office or agency where any Securities of
that series


                                       57

may be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of each such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of that
series and the related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Bearer Securities of
that series pursuant to Section 1011) at the offices specified in the Security,
located outside the United States, and the Company hereby appoints the same as
its agent to receive such respective presentations, surrenders, notices and
demands, and the Company hereby appoints the Trustee its agent to receive all
such presentations, surrenders, notices and demands.

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

      The Company may from time to time designate one or more other offices or
agencies where the Securities of one or more series and related coupons, if any,
may be presented or surrendered for any or all of such purposes, and may from
time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in accordance with the requirements
set forth above for Securities of any series for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

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

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

      If the Company shall at any time act as its own Paying Agent with respect
to any series of any Securities and any related coupons, it will, on or before
each due date of the principal of (and premium, if any), or interest on or
Additional Amounts in respect of, any of the Securities of that


                                       58

series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) sufficient to pay the principal (and premium, if any) or interest
or Additional Amounts so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and will promptly notify
the Trustee of its action or failure so to act.

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

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

            (1) hold all sums held by it for the payment of principal of (and
premium, if any) or interest on Securities or Additional Amounts in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as herein provided;

            (2) give the Trustee written notice of any default by the Company
(or any other obligor upon the Securities) in the making of any such payment of
principal (and premium, if any) or interest or Additional Amounts; and

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

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

      Except as otherwise provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on,
or any Additional Amounts in respect of, any Security of any series and
remaining unclaimed for two years after such principal (and premium, if any),
interest or Additional Amounts has become due and payable shall be paid to the


                                       59

Company upon Company Request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment of such
principal of (and premium, if any) or interest on, or any Additional Amounts in
respect of, any Security, without interest thereon, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper in the City of New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

      SECTION 1004. (Omitted)

      SECTION 1005. Existence.

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

      SECTION 1006. Maintenance of Properties.

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

      SECTION 1007. Insurance.

      The Company will, and will cause each of its Subsidiaries to, keep all its
insurable properties insured against loss or damage with commercially reasonable
amounts and types of insurance provided by insurers of recognized
responsibility.

      SECTION 1008. Payment of Taxes and Other Claims.

      The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon it or any Subsidiary or upon the
income, profits or property of the Company or any Subsidiary, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of the Company or any Subsidiary; provided, however, that


                                       60

the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

      SECTION 1009. Provision of Financial Information.

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

      The Company will also in any event (x) within 15 days of each Required
Filing Date file with the Trustee copies of annual reports, quarterly reports
and other documents which the Company would have been required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Company
were subject to such Sections, and (y) if filing such documents by the Company
with the Commission is not permitted under the Exchange Act, promptly upon
written request and payment of the reasonable cost of duplication and delivery,
supply copies of such documents to any prospective Holder.

      SECTION 1010. Statement as to Compliance.

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

      SECTION 1011. Additional Amounts.

      If any Securities of a series provide for the payment of Additional
Amounts, the Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto Additional Amounts as may be specified as
contemplated by Section 301. Whenever in this Indenture there is mentioned, in
any context except in the case of Section 502(1), the payment of the principal
of or any premium or interest on, or in respect of, any Security of any series
or payment of any related coupon or the net proceeds received on the sale or
exchange of any Security of any series, such mention shall be deemed to include
mention of the payment of Additional Amounts provided by the terms of such
series established pursuant to Section 301 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
such terms and express mention of the payment of Additional Amounts (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.


                                       61




      Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of or within the series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities of that series or related coupons and the Company
will pay to the Trustee or such Paying Agent the Additional Amounts, if any,
required by the terms of such Securities. In the event that the Trustee or any
Paying Agent, as the case may be, shall not so receive the above mentioned
certificate, then the Trustee or such Paying Agent shall be entitled (i) to
assume that no such withholding or deduction is required with respect to any
payment of principal or interest with respect to any Securities of a series or
related coupons until it shall have received a certificate advising otherwise
and (ii) to make all payments of principal and interest with respect to the
Securities of a series or related coupons without withholding or deductions
until otherwise advised. The Company covenants to indemnify the Trustee and any
Paying Agent and their respective officers, directors, employees and agents for,
and to hold them harmless against, any loss, liability or expense (including but
not limited to legal fees and expenses) reasonably incurred without gross
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section or in reliance on the Company's not
furnishing such an Officers' Certificate.

      SECTION 1012. Waiver of Certain Covenants.

      The Company and the Guarantors may omit in any particular instance to
comply with any term, provision or condition set forth in Sections 1005 to 1009,
inclusive, and with any other term, provision or condition with respect to the
Securities of any series specified in accordance with Section 301 (except any
such term, provision or condition which could not be amended without the consent
of all Holders of Securities of such series pursuant to Section 902), if before
or after the time for such compliance the Holders of at least a majority in
principal amount of all Outstanding Securities of such series, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company,
the Guarantors and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

                                       62

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

      SECTION 1101. Applicability of Article.

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

      SECTION 1102. Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of
the Company of the Securities of any series, the Company shall, at least 45 days
prior to the giving of the notice of redemption in Section 1104 (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee, in
writing, of such Redemption Date, and of the principal amount of Securities of
such series to be redeemed and the Redemption Price of such Securities and any
accrued interest and Additional Amounts payable with respect thereto, if any, on
the Redemption Date. 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 condition specified in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate and Opinion of Counsel evidencing compliance with
such restriction or condition.

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

      If less than all the Securities of any series with the same terms are to
be redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series with the same terms not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series.

      If any Security selected for partial redemption is converted or exchanged
in part before termination of the conversion or exchange right with respect to
the portion of the Security so selected, the converted or exchanged portion of
such Security shall be deemed (so far as may be) to be the portion selected for
redemption. Securities which have been converted or exchanged during a selection
of Securities to be redeemed shall be treated by the Trustee as Outstanding for
the purposes of such selection. In any case where more than one Security is
registered in the same name, the Trustee in its discretion may treat the
aggregate principal amount so registered as if it were represented by one
Security.

                                       63

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

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

      SECTION 1104. Notice of Redemption.

      Notice of redemption shall be given in the manner provided in Section 106,
not less than 30 days nor more than 60 days prior to the Redemption Date, unless
a shorter period is specified by the terms of such series established pursuant
to Section 301, to each Holder of Securities to be redeemed, but failure to give
such notice in the manner herein provided to the Holder of any Security
designated for redemption as a whole or in part, or any defect in the notice to
any such Holder, shall not affect the validity of the proceedings for the
redemption of any other such Security or portion thereof.

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

      All notices of redemption shall state:

      (1)   the Redemption Date;

      (2)   the Redemption Price (or if not then ascertainable, the manner of
            calculation thereof), accrued interest to the Redemption Date
            payable as provided in Section 1106, if any, and Additional Amounts,
            if any;

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

      (4)   in case any Security is to be redeemed in part only, that on and
            after the Redemption Date, upon surrender of such Security, the
            holder will receive, without a charge, a new Security or Securities
            of authorized denominations for the principal amount thereof
            remaining unredeemed;

      (5)   that on the Redemption Date the Redemption Price and accrued
            interest to the Redemption Date payable as provided in Section 1106,
            if any, will become due and payable upon each such Security, or the
            portion thereof, to be redeemed and, if applicable, that interest
            thereon shall cease to accrue on and after said date;

      (6)   the Place or Places of Payment where such Securities, together in
            the case of Bearer Securities with all coupons appertaining thereto,
            if any, maturing after the

                                       64

            Redemption Date, are to be surrendered for payment of the Redemption
            Price and accrued interest, if any, or for conversion or exchange;

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

      (8)   that, unless otherwise specified in such notice, Bearer Securities
            of any series, if any, surrendered for redemption must be
            accompanied by all coupons maturing subsequent to the date fixed for
            redemption or the amount of any such missing coupon or coupons will
            be deducted from the Redemption Price, unless security or indemnity
            satisfactory to the Company, the Trustee for such series and any
            Paying Agent is furnished;

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

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

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

      (12)  such other information as the Trustee reasonably deems appropriate.

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

      SECTION 1105. Deposit of Redemption Price.

      On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) sufficient to pay on the Redemption Date the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof which are to be redeemed on
that date.

                                       65

      SECTION 1106. Securities Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified in the currency or currencies, currency unit
or units or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series) (together with accrued interest and Additional
Amounts payable with respect thereto, if any, on the Redemption Date), and from
and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest and Additional Amounts, if any) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest and Additional Amounts payable with respect thereto, if
any, on the Redemption Date; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of coupons
for such interest; and provided further that except as otherwise provided with
respect to Securities convertible or exchangeable into other securities or
property (including securities of other issuers) of the Company, installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such securities, or one or
more Predecessor securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

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

      SECTION 1107. Securities Redeemed in Part.

      Any Registered Security which is to be redeemed only in part (pursuant to
the provisions of this Article or of Article Twelve) shall be surrendered at a
Place of Payment therefor (with, if

                                       66

the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing) and
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge a new Registered Security or
Registered Securities of the same series and tenor, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Registered
Security so surrendered.

                                 ARTICLE TWELVE
                                  SINKING FUNDS

      SECTION 1201. Applicability of Article.

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

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

      SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

      The Company may, in satisfaction of all or any part of any mandatory
sinking fund payment with respect to the Securities of a series, (1) deliver
Outstanding Securities of such series (other than any previously called for
redemption) together in the case of any Bearer Securities of such series with
all unmatured coupons appertaining thereto and (2) apply as a credit Securities
of such series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, as
provided for by the terms of such Securities, or which have otherwise been
acquired by the Company; provided that such Securities so delivered or applied
as a credit have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the applicable
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such mandatory sinking fund payment shall
be reduced accordingly.

      SECTION 1203. Redemption of Securities for Sinking Fund.

      Not less than 60 days prior to each sinking fund payment date for
Securities of any series, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of

                                       67

such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series) and the portion thereof, if any, which is to
be satisfied by delivering and crediting Securities of that series pursuant to
Section 1202, the basis for such credit and that such Securities have not
previously been so credited and the amount of optional sinking fund payments, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so delivered and credited.
If such Officers' Certificate shall specify an optional amount to be added in
cash to the next ensuing mandatory sinking fund payment, the Company shall
thereupon be obligated to pay the amount therein specified. Not less than 30
days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1105, 1106 and 1107.

                                ARTICLE THIRTEEN
                       REPAYMENT AT THE OPTION OF HOLDERS

      SECTION 1301. Applicability of Article.

      Repayment of Securities of any series before their Stated Maturity at the
option of Holders thereof shall be made in accordance with the terms of such
Securities, if any, and (except as otherwise specified by the terms of such
series established pursuant to Section 301) in accordance with this Article.

      SECTION 1302. Repayment of Securities.

      Securities of any series subject to repayment in whole or in part at the
option of the Holders thereof will, unless otherwise provided in the terms of
such Securities, be repaid at a price equal to the principal amount thereon,
together with interest, if any, thereof accrued to the Repayment Date specified
in or pursuant to the terms of such Securities and Additional Amounts, if any,
payable thereon. The Company covenants that on or before the Repayment Date it
will deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal (or, if so provided
by the terms of the Securities of any series, a percentage of the principal) of,
and (except if the Repayment Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof, as the case may be, to be
repaid on such date and Additional Amounts, if any, payable thereon.

      SECTION 1303. Exercise of Option.

      Securities of any series subject to repayment at the option of the Holders
thereof will contain an "Option to Elect Repayment" form on the reverse of such
Securities. In order for any Security to be repaid at the option of the Holder,
the Trustee must receive at the Place of Payment therefor specified in the terms
of such Security (or at such other place or places of

                                       68

which the Company shall from time to time notify the Holders of such Securities
and the Trustee) not earlier than 60 days nor later than 30 days prior to the
Repayment Date (1) the Security so providing for such repayment together with
the "Option to Elect Repayment" form on the reverse thereof duly completed by
the Holder (or by the Holder's attorney duly authorized in writing) or (2) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange, or the National Association of Securities Dealers, Inc.
("NASD"), or a commercial bank or trust company in the United States setting
forth the name of the Holder of the Security, the principal amount of the
Security, the principal amount of the Security to be repaid, the CUSIP, CINS or
ISIN number, if any, or a description of the tenor and terms of the Security, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that the Security to be repaid, together with the duly completed form
entitled "Option to Elect Repayment" on the reverse of the Security, will be
received by the Trustee not later than the fifth Business Day after the date of
such telegram, telex, facsimile transmission or letter; provided, however, that
such telegram, telex, facsimile transmission or letter shall only be effective
if such Security and form duly completed are received by the Trustee by such
fifth Business Day. If less than the entire principal amount of such Security is
to be repaid in accordance with the terms of such Security, the principal amount
of such Security to be repaid, in increments of the minimum denomination for
Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of the principal amount
of such Security surrendered that is not to be repaid, must be specified. The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of or within the series of which such
Security to be repaid is a part. Except as otherwise may be provided by the
terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.

      SECTION 1304. When Securities Presented for Repayment Become Due and
Payable.

      If Securities of any series providing for repayment at the option of the
Holders thereof shall have been surrendered as provided in this Article and as
provided by or pursuant to the terms of such Securities, such Securities or the
portions thereof, as the case may be, to be repaid shall become due and payable
and shall be paid by the Company on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Company shall default in the payment
of such Securities on such Repayment Date) such Securities shall, if the same
were interest bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void. Upon surrender of any such Security for repayment
in accordance with such provisions, together with all coupons, if any,
appertaining thereto maturing after the Repayment Date, the principal amount of
such security so to be repaid shall be paid by the Company, together with
accrued interest, if any, to the Repayment Date; provided, however, that coupons
whose Stated Maturity is on or prior to the Repayment Date shall be payable only
at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified pursuant to Section
301, only upon presentation and surrender of such coupons; and provided further
that, in the case of Registered Securities, installments of interest, if any,
whose Stated Maturity is on or prior to the Repayment Date shall be payable (but
without interest thereon, unless the Company shall default in the payment
thereof) to the Holders of such Securities, or

                                       69

one or more Predecessor Securities, registered as such at the close of business
on the relevant Record Dates according to their terms and the provisions of
Section 307.

      If any Bearer Security surrendered for repayment shall not be accompanied
by all appurtenant coupons maturing after the Repayment Date, such Security may
be paid after deducting from the amount payable therefor as provided in Section
1302 an amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there be furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to the Trustee or any Paying Agent any
such missing coupon in respect of which a deduction shall have been made as
provided in the preceding sentence, such Holder shall be entitled to receive the
amount so deducted; provided, however, that interest represented by coupons
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of those
coupons. If the principal amount of any Security surrendered for repayment shall
not be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

      SECTION 1305. Securities Repaid in Part.

      Upon surrender of any Registered Security which is to be repaid in part
only, the Company shall execute and the Trustee shall authenticate and deliver
to the Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series and tenor,
of any authorized denomination specified by the Holder, in an aggregate
principal amount equal to and in exchange for the portion of the principal of
such Security so surrendered which is not to be repaid.

                                ARTICLE FOURTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

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

      If, pursuant to Section 301, provision is made for either or both of (a)
defeasance of the Securities of or within a series under Section 1402 or (b)
covenant defeasance of the Securities of or within a series under Section 1403
to be applicable to the Securities of any series, then the provisions of such
Section or Sections, as the case may be, together with the other provisions of
this Article (with such modifications thereto as may be specified pursuant to
Section 301 with respect to any Securities), shall be applicable to such
Securities and any coupons appertaining thereto, and the Company may at its
option by Board Resolution at any time, with respect to such Securities and any
coupons appertaining thereto, elect to defease such Outstanding Securities and
any coupons appertaining thereto pursuant to Section 1402 (if applicable) or
Section 1403 (if applicable) upon compliance with the conditions set forth below
in this Article.

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      SECTION 1402. Defeasance and Discharge.

      Upon the Company's exercise of the above option applicable to this Section
with respect to any Securities of or within a series, the Company and Guarantors
shall be deemed to have been discharged from their obligations with respect to
such Outstanding Securities and any coupons appertaining thereto on the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "defeasance").
For this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Outstanding
Securities and any coupons appertaining thereto, which shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 1405 and the other
Sections of this Indenture referred to in clauses (A) and (B) below, and to have
satisfied all of its other obligations under such Securities and any coupons
appertaining thereto and this Indenture insofar as such Securities and any
coupons appertaining thereto are concerned (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities and any
coupons appertaining thereto to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of (and premium, if any) and interest, if any, on such Securities
and any coupons appertaining thereto when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 305, 306,
1002 and 1003 and with respect to the payment of Additional Amounts, if any, on
such Securities as contemplated by Section 1011, (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder including but not limited to
Section 606 hereof and (D) this Article. Subject to compliance with this Article
Fourteen, the Company may exercise its option under this Section notwithstanding
the prior exercise of its option under Section 1403 with respect to such
Securities and any coupons appertaining thereto.

      SECTION 1403. Covenant Defeasance.

      Upon the Company's exercise of the above option applicable to this Section
with respect to any Securities of or within a series, the Company and Guarantors
shall be released from their obligations under Sections 1005 to 1009, inclusive,
and, if specified pursuant to Section 301, its obligations under any other
covenant, with respect to such Outstanding Securities and any coupons
appertaining thereto on and after the date the conditions set forth in Section
1404 are satisfied (hereinafter, "covenant defeasance"), and such Securities and
any coupons appertaining thereto shall thereafter be deemed to be not
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with
Sections 1005 to 1009, inclusive, or such other covenant, but shall continue to
be deemed "Outstanding" for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Outstanding Securities and
any coupons appertaining thereto, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant to
any other provision herein or in any other document and such omission to comply
shall not constitute a default or an Event of Default under Section 501(4) or
501(7) or otherwise, as the case may be,

                                       71

but, except as specified above, the remainder of this Indenture and such
Securities and any coupons appertaining thereto shall be unaffected thereby.

      SECTION 1404. Conditions to Defeasance or Covenant Defeasance.

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

      (a) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities and any coupons appertaining thereto,
(1) an amount in such currency, currencies or currency unit in which such
Securities and any coupons appertaining thereto are then specified as payable at
Stated Maturity, or (2) Government Obligations applicable to such Securities and
coupons appertaining thereto (determined on the basis of the currency,
currencies or currency unit in which such Securities and coupons appertaining
thereto are then specified as payable at Stated Maturity) which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment of principal of (and premium, if any) and interest and Additional
Amounts, if any, on such Securities and any coupons appertaining thereto, money
in an amount, or (3) a combination thereof in an amount, sufficient, without
consideration of any reinvestment of such principal and interest, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee to pay and discharge, (i) the
principal of (and premium, if any) and interest, if any, on such Outstanding
Securities and any coupons appertaining thereto on the Stated Maturity of such
principal or installment of principal or interest or on a Redemption Date
therefor and (ii) any mandatory sinking fund payments or analogous payments
applicable to such Outstanding Securities and any coupons appertaining thereto
on the day on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities and any coupons appertaining
thereto; provided, that the Trustee shall have been irrevocably instructed to
apply such money or the proceeds of such Government Obligations to said payments
with respect to such Securities. Before such a deposit, the Company may give to
the Trustee, in accordance with Section 1102 hereof, a notice of its election to
redeem all or any portion of such Outstanding Securities at a future date in
accordance with the terms of the Securities of such series and Article Eleven
hereof, which notice shall be irrevocable. Such irrevocable redemption notice,
if given, shall be given effect in applying the foregoing.

      (b) Such defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a default under, this Indenture or any other
material agreement or instrument to which the Company is a party or by which it
is bound (and shall not cause the Trustee to have a conflicting interest
pursuant to Section 310(b) of the TIA with respect to any Security of the
Company).

      (c) No Event of Default or event which with notice or lapse of time or
both would become an Event of Default with respect to such Securities and any
coupons appertaining thereto shall have occurred and be continuing on the date
of such deposit or, insofar as Sections 501(5) and 501(6) are concerned, at any
time during the period ending on the 91st day after the date of

                                       72

such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).

      (d) In the case of an election under Section 1402, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of execution of this Indenture, there has been a
change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Outstanding Securities and any coupons appertaining thereto will not recognize
income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred.

      (e) In the case of an election under Section 1403, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
such Outstanding Securities and any coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of
such covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.

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

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

      (h) Notwithstanding any other provisions of this Section, such defeasance
or covenant defeasance shall be effected in compliance with any additional or
substitute terms, conditions or limitations which may be imposed on the Company
in connection therewith pursuant to Section 301.

      SECTION 1405. Deposited Money and Government Obligations to Be Held in
Trust; Other Miscellaneous Provisions.

      Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations (or other property as may be provided pursuant to
Section 301) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 1404 in respect of any Outstanding Securities of any series
and any coupons appertaining thereto shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any

                                       73

coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest and Additional Amounts,
if any, but such money need not be segregated from other funds except to the
extent required by law.

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

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1404 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.

      Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in Section 1404 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect a defeasance or
covenant defeasance, as applicable, in accordance with this Article.

                                 ARTICLE FIFTEEN
                        MEETINGS OF HOLDERS OF SECURITIES

      SECTION 1501. Purposes for Which Meetings May Be Called.

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

                                       74

      SECTION 1502. Call, Notice and Place of Meetings.

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

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

      SECTION 1503. Persons Entitled to Vote at Meetings.

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

      SECTION 1504. Quorum; Action.

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

                                       75

the reconvening of any adjourned meeting shall be given as provided in Section
1502(a), except that such notice need be given only once not less than five (5)
days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of any adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum. Except as limited by
the proviso to Section 902, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be adopted
by the affirmative vote of the Holders of a majority in principal amount of the
Outstanding Securities of that series; provided, however, that, except as
limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series.

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

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

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

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

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

      (a) Notwithstanding any provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of Holders
of Securities of a series in regard to proof of the holding of Securities of
such series and of the appointment of proxies and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed

                                       76

or guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

      (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company or the Holders of Securities of or within the series calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the Persons entitled to vote a majority in principal amount
of the Outstanding Securities of such series represented at the meeting.

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

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

      SECTION 1506. Counting Votes and Recording Action of Meetings.

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

                                       77

      SECTION 1507. Evidence of Action Taken by Holders.

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

      SECTION 1508. Proof of Execution of Instruments.

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

                                 ARTICLE SIXTEEN
                      CONVERSION OR EXCHANGE OF SECURITIES

      SECTION 1601. Applicability of Article.

      The provisions of this Article shall be applicable to the Securities of
any series which are convertible or exchangeable for other securities or
property (including securities of other issuers) of the Company, except as
otherwise specified as contemplated by Section 301 for the Securities of such
series.

      SECTION 1602. Election to Exchange; Notice to Trustee and Holders.

      The election of the Company to exchange any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. On or prior to the seventh Business Day prior to
Maturity of the Securities, the Company shall provide written notice to the
Holders of record of the Securities and to the Trustee and will publish a notice
in an Authorized Newspaper stating whether the Company has made such election.

      SECTION 1603. No Fractional Shares.

      No fractional shares or fractional securities shall be delivered upon
conversions or exchanges of Securities of any series. If more than one Security
shall be surrendered for conversion or exchange at one time by the same Holder,
the number of full shares or units which shall be delivered upon conversion or
exchange shall be computed on the basis of the aggregate principal amount of the
Securities (or specified portions thereof to the extent permitted hereby) so
surrendered. If, except for the provisions of this Section 1603, any Holder of a
Security or Securities would be entitled to a fractional share or unit of a
security upon the conversion or exchange of such Security or Securities, or
specified portions thereof, the Company shall pay to

                                       78

such Holder an amount in cash equal to the current market value of such
fractional share or unit computed on the basis of the Closing Price of such
security on the date preceding the date on which the conversion or exchange
shall be effected in accordance with Section 1610. The "Closing Price" of any
security on any date of determination means, (i) if such security is listed or
admitted to unlisted trading privileges on a national securities exchange, the
last reported sales price on the composite tape on such exchange, or (ii) if
such security is not at the time so listed or admitted to unlisted trading
privileges on a national securities exchange, the average of the bid and asked
prices of such security in the over-the-counter market, as reported by the
National Quotation Bureau, Incorporated or similar organization if the National
Quotation Bureau, Incorporated is no longer reporting such information, or if
not so available, the market price as determined by a nationally recognized
independent investment banking firm retained for this purpose by the Company.

      SECTION 1604. Adjustment of Conversion Rate or Exchange Rate.

      The exchange rate or conversion rate of Securities of any series that are
exchangeable for or convertible into other securities or property (including
securities of other issuers) shall be adjusted for any stock dividends, stock
splits, reclassification, combinations or similar transactions or any
consolidation, merger or other reorganization event in accordance with the terms
of the supplemental indenture or Board Resolution setting forth the terms of the
Securities of such series.

      Whenever the exchange rate or conversion rate is adjusted, the Company
shall compute the adjusted exchange rate or conversion rate in accordance with
terms of the applicable Board Resolution or supplemental indenture and shall
prepare an Officers' Certificate setting forth the adjusted exchange rate or
conversion rate and showing in reasonable detail the facts upon which such
adjustment is based, and such certificate shall forthwith be filed at each
office or agency maintained for the purpose of exchange or conversion of
Securities pursuant to Section 1002 and, if different, with the Trustee. The
Company shall forthwith cause a notice setting forth the adjusted exchange rate
or conversion rate to be mailed, first class postage prepaid, to each Holder of
Securities of such series at its address appearing on the Security Register and
to any exchange agent or conversion agent other than the Trustee.

      SECTION 1605. Payment of Certain Taxes Upon Exchange.

      The Company will pay any and all taxes that may be payable in respect of
the transfer and delivery of shares of other securities or property (including
securities of other issuers) of the Company on exchange or conversion of
Securities pursuant hereto. The Company shall not, however, be required to pay
any tax which may be payable in respect of any transfer involved in the delivery
of shares of securities in a name other than that of the Holder of the Security
or Securities to be exchanged or converted, and no such transfer or delivery
shall be made unless and until the person requesting such transfer has paid to
the Company the amount of any such tax, or has established, to the satisfaction
of the Company, that such tax has been paid.

                                       79

      SECTION 1606. Shares Free and Clear.

      The Company hereby warrants that upon exchange or conversion of Securities
of any series, the Holder of a Security shall receive all rights held by the
Company in such security for which such Security is at such time exchangeable or
convertible under this Article Sixteen, free and clear of any and all liens,
claims, charges and encumbrances other than any liens, claims, charges and
encumbrances which may have been placed on any such security by the prior owner
thereof, prior to the time such security was acquired by the Company. Except as
provided in Section 1605, the Company will pay all taxes and charges with
respect to the delivery of such security delivered in exchange or conversion for
Securities hereunder.

      SECTION 1607. Cancellation of Security.

      Upon receipt by the Trustee of Securities of any series delivered to it
for exchange or conversion under this Article Sixteen, the Trustee shall cancel
and dispose of the same as provided in Section 309.

      SECTION 1608. Duties of Trustee Regarding Exchange and Conversion.

      Neither the Trustee nor any exchange agent or conversion agent shall at
any time be under any duty or responsibility to any Holder of Securities of any
series that is exchangeable or convertible into other securities or property
(including securities of other issuers) of the Company to determine whether any
facts exist which may require any adjustment of the exchange rate or conversion
rate, or with respect to the nature or extent of any such adjustment when made,
or with respect to the method employed, whether herein or in any supplemental
indenture, any resolutions of the Board of Directors or written instrument
executed by one or more officers of the Company provided to be employed in
making the same. Neither the Trustee nor any exchange agent or conversion agent
shall be accountable with respect to the validity or value (or the kind or
amount) of any securities or property (including securities of other issuers, of
the Company, or of any Securities and neither the Trustee nor any exchange agent
or any conversion agent makes any representation with respect thereto. Subject
to the provisions of Section 612 and TIA Sections 315(a) through 313(d), neither
the Trustee nor any exchange agent or conversion agent shall be responsible for
any failure of the Company to issue, transfer or deliver any stock certificates
or other securities or property (including securities of other issuers) upon the
surrender of any Security for the purpose of exchange or conversion or to comply
with any of the covenants of the Company contained in this Article Sixteen or in
the applicable supplemental indenture, resolutions of the Board of Directors or
written instrument executed by one or more duly authorized officers of the
Company.

      SECTION 1609. Repayment of Certain Funds Upon Exchange or Conversion.

      Any funds which at any time shall have been deposited by the Company or on
its behalf with the Trustee or any other paying agent for the purpose of paying
the principal of, and premium, if any, and interest, if any, on any of the
Securities (including funds deposited for the sinking fund referred to in
Article Twelve hereof) and which shall not be required for such purposes because
of the exchange or conversion of such Securities as provided in this Article

                                       80

Sixteen shall after such exchange or conversion be repaid to the Company by the
Trustee upon Company Request.

      SECTION 1610. Exercise of Conversion or Exchange Privilege.

      In order to exercise a conversion or exchange privilege, the Holder of a
Security of a series with such a privilege shall surrender such Security to the
Company at the office or agency maintained for that purpose pursuant to Section
1002, accompanied by written notice to the Company that the Holder elects to
convert or exchange such Security or a specified portion thereof. In the case of
Registered Securities, such notice shall also state, if different from the name
or names (with address) in which the Securities are registered, the name or
names in which the Securities or property (including securities of other
issuers) of the Company which shall be issuable on such conversion or exchange
shall be issued. Registered Securities surrendered for conversion or exchange
shall (if so required by the Company or the Trustee) be duly endorsed by or
accompanied by instruments of transfer in forms satisfactory to the Company and
the Trustee duly executed by the registered Holder or its attorney duly
authorized in writing; and Registered Securities so surrendered for conversion
or exchange during the period from the close of business on any Regular Record
Date to the opening of business on the next succeeding Interest Payment Date
(excluding Securities or portions thereof called for redemption during such
period) shall also be accompanied by payment in funds acceptable to the Company
of an amount equal to the interest payable on such Interest Payment Date on the
principal amount of such Security then being converted or exchanged, and such
interest shall be payable to such registered Holder notwithstanding the
conversion or exchange of such Security, subject to the provisions of Section
307 relating to the payment of Defaulted Interest by the Company. As promptly as
practicable after the receipt of such notice and of any payment required
pursuant to a Board Resolution and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto setting forth the terms of such
series of Security, and the surrender of such Security in accordance with such
reasonable regulations as the Company may prescribe, the Company shall issue and
shall deliver, at the office or agency at which such Security is surrendered, to
such Holder or on its written order, securities or property (including
securities of other issuers) of the Company issuable or deliverable upon the
conversion or exchange of such Security (or specified portion thereof), in
accordance with the provisions of such Board Resolution, Officers' Certificate
or supplemental indenture, and cash as provided therein in respect of any
fractional share or unit otherwise issuable upon such conversion or exchange.
Such conversion or exchange shall be deemed to have been effected immediately
prior to the close of business on the date on which such notice and such
payment, if required, shall have been received in proper order for conversion or
exchange by the Company and such Security shall have been surrendered as
aforesaid (unless such Holder shall have so surrendered such Security and shall
have instructed the Company to effect the conversion or exchange on a particular
date following such surrender and such Holder shall be entitled to convert or
exchange such Security on such date, in which case such conversion or exchange
shall be deemed to be effected immediately prior to the close of business on
such date) and at such time the rights of the Holder of such Security as such
Security Holder shall cease and the person or persons in whose name or names any
securities or property (including securities of other issuers) of the Company
shall be issuable or deliverable upon such conversion or exchange shall be
deemed to have become the Holder or Holders of record of the shares represented
thereby. Except as set forth above and subject to the final paragraph of

                                       81

Section 307, no payment or adjustment shall be made upon any conversion or
exchange on account of any interest accrued on the Securities surrendered for
conversion or exchange or on account of any interest or dividends on the
Securities or property (including securities of other issuers) of the Company
issued or delivered upon such conversion or exchange.

      In the case of any Security which is converted or exchanged in part only,
upon such conversion or exchange the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Company, a new Security or Securities of the same series, of
authorized denominations, in aggregate principal amount equal to the unconverted
or unexchanged portion of such Security.

      SECTION 1611. Effect of Consolidation or Merger on Exchange or Conversion
Privilege.

      In case of any consolidation of the Company with, or merger of the Company
into or with any other Person, or in case of any sale of all or substantially
all of the assets of the Company, the Company or the Person formed by such
consolidation or the Person into which the Company shall have been merged or the
Person which shall have acquired such assets, as the case may be, shall execute
and deliver to the Trustee a supplemental indenture providing that the Holder of
each Security then Outstanding of any series that is exchangeable for or
convertible into securities of the Company shall have the right, which right
shall be the exclusive exchange or conversion right thereafter available to said
Holder (until the expiration of the exchange or conversion right of such
Security), to exchange or convert such Security into the kind and amount of
shares of stock or other securities or property (including cash) receivable upon
such consolidation, merger or sale by a holder of the number of shares or units
of securities of the Company for which such Security might have been exchanged
or converted immediately prior to such consolidation, merger or sale, subject to
compliance with the other provisions of this Indenture, such Security and such
supplemental indenture. Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in such Security. The above provisions of this Section
shall similarly apply to successive consolidations, mergers or sales. It is
expressly agreed and understood that anything in this Indenture to the contrary
notwithstanding, if, pursuant to such merger, consolidation or sale, holders of
outstanding shares of Common Stock of the Company or other securities, into
which the Security is exchangeable or convertible do not receive shares of
common stock or corresponding other securities of the surviving corporation, but
receive other securities, cash or other property or any combination thereof,
Holders of Securities shall not have the right to thereafter exchange their
Securities for or convert their Securities into common stock or other securities
having substantially identical terms as the Company securities, for which the
Security was originally exchangeable or into which the Security was originally
convertible, of the surviving corporation or the corporation which shall have
acquired such assets, but rather, shall have the right upon such exchange or
conversion to receive the other securities, cash or other property receivable by
a holder of the number of shares of Common Stock or such or other securities of
the Company for or into which the Securities held by such holder might have been
exchanged or converted immediately prior to such consolidation, merger or sale,
all as more fully provided in the first sentence of this Section 1611. Anything
in this Section 1611 to the contrary notwithstanding, the provisions of this
Section 1611 shall not apply to a merger or consolidation of another corporation
with or into the Company pursuant to which both of the following

                                       82

conditions are applicable: (i) the Company is the surviving corporation and (ii)
the outstanding shares of Company Common Stock or other securities of the
Company for which the Security was originally exchangeable or into which the
Security was originally convertible are not changed or converted into any other
securities or property (including cash) or reclassified pursuant to the terms of
such merger or consolidation.

      As evidence of the kind and amount of shares of stock or other securities
or property (including cash) into which Securities may properly be exchangeable
or convertible after any such consolidation, merger or sale, or as to the
appropriate adjustments of the conversion prices or exchange rates applicable
with respect thereto, the Trustee shall be furnished with and may accept the
certificate or opinion of an independent certified public accountant with
respect thereto; and, in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely thereon, and shall not be responsible or
accountable to any Holder of Securities for any provision in conformity
therewith or approved by such independent certified accountant which may be
contained in said supplemental indenture.

                                ARTICLE SEVENTEEN
                                   GUARANTEES

      SECTION 1701. Guarantee.

      Any series of Securities may be guaranteed by one or more of the
Guarantors. The terms and the form of any such Guarantee will be established in
the manner contemplated by Section 301 for that particular series of Securities.

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

                                       83

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

                       RAILAMERICA TRANSPORTATION CORP.


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


                       GUARANTORS:

                       AMERICAN RAIL DISPATCHING CENTER, INC.
                       CALIFORNIA WESTERN RAILROAD, INC.
                       DAKOTA RAIL, INC.
                       DALLAS, GARLAND & NORTHEASTERN RAILROAD, INC. (DE)
                       KIAMICHI HOLDINGS, INC.
                       KYLE RAILWAYS, INC.
                       NEW ORLEANS LOWER COAST RAILROAD COMPANY, INC.
                       NEW STATESRAIL HOLDINGS, INC.
                       PALM BEACH RAIL HOLDING, INC.
                       PARKSIERRA CORP.
                       PLAINVIEW TERMINAL COMPANY
                       PRAIRIE HOLDING CORPORATION
                       RAIL OPERATING SUPPORT GROUP, INC.
                       RAILAMERICA AUSTRALIA, INC.
                       RAILAMERICA AUSTRALIA II, INC.
                       RAILAMERICA EQUIPMENT CORPORATION
                       RAILAMERICA INTERMODAL SERVICES, INC.
                       RAILAMERICA SWITCHING SERVICES, INC.
                       RAIL LINE HOLDINGS #1, INC.
                       RAIL LINE HOLDINGS #2, INC.
                       RAILINK ACQUISITION INC.
                       RAILTEX ACQUISITION CORP.
                       RAILTEX DISTRIBUTION SERVICES, INC.
                       RAILTEX, INC.
                       RAILTEX INTERNATIONAL HOLDINGS, INC.
                       RAILTEX LOGISTICS, INC.
                       SAN PEDRO TRAILS, INC.
                       SOUTH EAST RAIL, INC.
                       STATESRAIL, INC.
                       STATESRAIL II RAILROAD CORP.
                       STATESRAIL EQUIPMENT L.L.C.
                       WEST TEXAS AND LUBBOCK RAILROAD COMPANY, INC.


                       By:
                           -------------------------------------------------
                            Michael J. Howe
                            President

                                       84

                       A. & R. LINE, INC.
                       CENTRAL RAILROAD COMPANY OF INDIANAPOLIS
                       J.K. LINE, INC.
                       TOLEDO, PEORIA & WESTERN RAILWAY CORP.
                       MISSOURI & NORTHERN ARKANSAS RAILROAD COMPANY, INC.
                       INDIANA & OHIO CENTRAL RAILROAD, INC.
                       INDIANA & OHIO RAIL CORP.
                       INDIANA & OHIO RAILWAY COMPANY
                       THE CENTRAL RAILROAD COMPANY OF INDIANA
                       HURON AND EASTERN RAILWAY COMPANY, INC.
                       MID-MICHIGAN RAILROAD, INC.
                       SAGINAW VALLEY RAILWAY COMPANY, INC.
                       ALABAMA & GULF COAST RAILWAY LLC
                       EASTERN ALABAMA RAILWAY, INC.
                       ARIZONA & CALIFORNIA RAILROAD COMPANY
                       SWKR OPERATING CO., INC.
                       SAN DIEGO & IMPERIAL VALLEY RAILROAD COMPANY, INC.
                       VENTURA COUNTY RAILROAD COMPANY
                       ARIZONA EASTERN RAILWAY COMPANY
                       CALIFORNIA NORTHERN RAILROAD COMPANY
                       CASCADE AND COLUMBIA RIVER RAILROAD COMPANY
                       CENTRAL OREGON & PACIFIC RAILROAD, INC.
                       CONNECTICUT SOUTHERN RAILROAD, INC.
                       DALLAS, GARLAND & NORTHEASTERN RAILROAD, INC. (TX)
                       KIAMICHI RAILROAD COMPANY L.L.C.
                       KYLE RAILROAD COMPANY
                       NEW ENGLAND CENTRAL RAILROAD, INC.
                       NORTH CAROLINA & VIRGINIA RAILROAD COMPANY, INC.
                       OTTER TAIL VALLEY RAILROAD COMPANY, INC.
                       PUGET SOUND & PACIFIC RAILROAD
                       RAILROADS OF HAWAII, INC.
                       RAILAMERICA, INC.
                       SAN JOAQUIN VALLEY RAILROAD, CO.
                       SAN LUIS & RIO GRANDE RAILROAD, INC.
                       SOUTH CAROLINA CENTRAL RAILROAD COMPANY, INC.


                       By:
                           -------------------------------------------------
                            Michael J. Howe
                            Vice President


                       JPMORGAN CHASE BANK, as Trustee


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

                                       85

                                   SCHEDULE I

                                   GUARANTORS



                                                                  (STATE OR OTHER JURISDICTION OF
                        GUARANTOR                                 INCORPORATION OR ORGANIZATION)
                        ---------                                 ------------------------------
                                                               
A. & R. Line, Inc.                                                            Indiana
Alabama & Gulf Coast Railway LLC                                             Delaware
American Rail Dispatching Center, Inc.                                       Delaware
Arizona  & California Railroad Company                                       Delaware
Arizona Eastern Railway Company                                               Arizona
California Northern Railroad Company                                         Delaware
California Western Railroad, Inc.                                             Arizona
Cascade and Columbia River Railroad Company                                  Delaware
Central Oregon & Pacific Railroad, Inc.                                      Delaware
Central Railroad Company of Indianapolis                                      Indiana
Connecticut Southern Railroad, Inc.                                          Delaware
Dakota Rail, Inc.                                                          South Dakota
Dallas, Garland & Northeastern Railroad, Inc.                                Delaware
Dallas, Garland & Northeastern Railroad, Inc.                                  Texas
Eastern Alabama Railway, Inc.                                                 Alabama
Huron and Eastern Railway Company, Inc.                                      Michigan
Indiana & Ohio Central Railroad, Inc.                                        Delaware
Indiana & Ohio Rail Corp.                                                    Delaware
Indiana & Ohio Railway Company                                               Delaware
Indiana Southern Railroad, Inc.                                              Delaware
J.K. Line, Inc.                                                               Indiana
Kiamichi Holdings, Inc.                                                      Delaware
Kiamichi Railroad Company L.L.C.                                             Delaware
Kyle Railroad Company                                                         Kansas
Kyle Railways, Inc.                                                          Delaware
Mid-Michigan Railroad, Inc.                                                  Michigan
Missouri & Northern Arkansas Railroad Company, Inc.                           Kansas
New England Central Railroad, Inc.                                           Delaware
New Orleans Lower Coast Railroad Company, Inc.                               Louisiana
New StatesRail Holdings, Inc.                                                Delaware
North Carolina & Virginia Railroad Company, Inc.                             Virginia
Otter Tail Valley Railroad Company, Inc.                                     Minnesota
Palm Beach Rail Holding, Inc.                                                Delaware
ParkSierra Corp.                                                             Delaware
Plainview Terminal Company                                                     Texas
Prairie Holding Corporation                                                   Florida
Puget Sound & Pacific Railroad                                               Delaware
Rail Operating Support Group, Inc.                                           Delaware
RailAmerica, Inc.                                                            Delaware


                                       86



                                                                  (STATE OR OTHER JURISDICTION OF
                        GUARANTOR                                 INCORPORATION OR ORGANIZATION)
                        ---------                                 ------------------------------
                                                               
RailAmerica Australia, Inc.                                                   Florida
RailAmerica Australia II, Inc.                                               Delaware
RailAmerica Equipment Corp.                                                  Delaware
RailAmerica Intermodal Services, Inc.                                        Delaware
RailAmerica Switching Services, Inc.                                         Delaware
Rail Line Holdings #1, Inc.                                                  Delaware
Rail Line Holdings #2, Inc.                                                  Delaware
RaiLink Acquisition, Inc.                                                    Delaware
Railroads of Hawaii, Inc.                                                     Hawaii
RailTex Acquisition Corp.                                                    Delaware
RailTex Distribution Services, Inc.                                            Texas
RailTex, Inc.                                                                  Texas
RailTex International Holdings, Inc.                                         Delaware
RailTex Logistics, Inc.                                                      Delaware
Saginaw Valley Railway Company, Inc.                                         Delaware
San Diego & Imperial Valley Railroad Company, Inc.                          California
San Joaquin Valley Railroad, Co.                                            California
San Luis & Rio Grande Railroad, Inc.                                         Delaware
San Pedro Trails, Inc.                                                        Arizona
South Carolina Central Railroad Company, Inc.                             South Carolina
South East Rail, Inc.                                                        Delaware
StatesRail, Inc.                                                             Delaware
StatesRail Equipment L.L.C.                                                  Delaware
StatesRail II Railroad Corp.                                                 Delaware
SWKR Operating Co., Inc.                                                      Arizona
The Central Railroad Company of Indiana                                       Indiana
Toledo, Peoria & Western Railway Corp.                                       Delaware
Ventura County Railroad Company                                              Delaware
West Texas and Lubbock Railroad Company, Inc.                                  Texas


                                       87

                                   EXHIBIT A-1

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

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

This is to certify that, as of the date hereof, and except as set forth below,
the above-captioned Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise __________________ or its agent that such financial
institution will provide a certificate within a reasonable time stating that it
agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by a financial institution for purposes of
resale during the restricted period (as defined in United States Treasury
Regulations Section 1.1635(c)(2)(i)(D)(7)), and, such financial institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)), certifies that it has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

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

We undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the above-captioned
Securities held by you for our account in accordance with your Operating
Procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date. This certificate excepts and does not
relate to [U.S.$] of such interest in the above-captioned Securities in respect
of which we are not able to certify and as to which we understand an exchange
for an interest in a permanent global Security or an exchange for and delivery
of definitive Securities (or, if relevant, collection of any interest) cannot be
made until we do so certify.

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

                                      A-1

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

                                         [Name of Person Making Certification]

                                         ______________________________________
                                         (Authorized Signatory)
                                         Name:
                                         Title:

                                       A-2

                                   EXHIBIT A-2

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

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

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

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

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

We understand that this certification is required in connection with certain tax
legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection

                                      A-3

with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in
such proceedings.

Dated: _______ __, ____

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

                                       --------------------------------------
                                       as

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

                                      A-4

EX-5.1

                                                                     EXHIBIT 5.1

                             Greenberg Traurig, P.A.

                                 June 15, 2004

RailAmerica, Inc.
RailAmerica Transportation Corp.
The entities set forth on Schedule I attached hereto
5300 Broken Sound Boulevard, N.W.
Boca Raton, Florida  33487

             Re: RailAmerica, Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as legal counsel for RailAmerica, Inc., a Delaware
corporation ("RailAmerica"), and RailAmerica Transportation Corp., a Delaware
corporation ("RailAmerica Transportation" and, together with RailAmerica, the
"Companies"), and the direct and indirect subsidiaries of the Companies set
forth on Schedule I attached hereto (the "Guarantors"), in connection with the
preparation of a Registration Statement on Form S-3, including the prospectus
constituting a part thereof (the "Registration Statement") being filed by the
Companies with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), relating to (i) shares of
common stock of RailAmerica, par value $0.001 per share (the "Common Stock");
(ii) one or more classes or series of shares of preferred stock of RailAmerica,
par value $0.001 per share (the "Preferred Stock"); (iii) one or more series of
debt securities of either of the Companies (collectively, the "Debt
Securities"); (iv) guarantees of the Debt Securities by some or all of the
Guarantors (the "Guarantees"); (v) warrants to purchase Common Stock, Preferred
Stock, Debt Securities or any combination of those securities (the "Warrants");
(vi) stock purchase contracts obligating the holders to purchase from
RailAmerica a specified number of shares of Common Stock ("Stock Purchase
Contracts"), which may be issued separately or as part of stock purchase units,
each consisting of a Stock Purchase Contract, and of a beneficial interest in
Debt Securities, Preferred Stock or debt obligations of third parties securing
the holder's obligations to purchase Common Stock under the Stock Purchase
Contracts ("Stock Purchase Units"); and (vii) the Common Stock, Preferred Stock
or Debt Securities that may be issued upon the exercise of the Warrants or in
connection with Stock Purchase Contracts or Stock Purchase Units, whichever is
applicable. The Common Stock, the Preferred Stock, the Debt Securities
(including the Guarantees), the Warrants, the Stock Purchase Contracts and the
Stock Purchase Units are hereinafter referred to collectively as the
"Securities." The Securities may be issued and sold or delivered from time to
time as set forth in the Registration Statement, any amendment thereto, the
prospectus contained therein (the "Prospectus") and supplements to the
prospectus ( the "Prospectus Supplements") and pursuant to Rule 415 under the
Act for an aggregate initial offering price not to exceed $400,000,000.

         The Debt Securities will be issued pursuant to one or more Indentures
(each, an "Indenture"), each to be between either of the Companies, the
Guarantors, if any, and a financial institution identified therein as the
trustee (the "Trustee").

         The Warrants will be issued under one or more Warrant Agreements (each,
a "Warrant Agreement"), each to be between either of the Companies and a
counterparty or counterparties identified therein or a financial institution
identified therein as the Warrant Agent (each, a "Counterparty").

         In connection with our representation of the Companies and the
Guarantors, and as a basis for the opinion hereinafter set forth, we have
examined originals, or copies certified or otherwise identified to our
satisfaction, of the following:

(1)      the Registration Statement;

(2)      the Amended and Restated Certificate of Incorporation of each of the
         Companies, as amended to the date hereof, and organizational documents
         of each of the Guarantors, as amended to the date hereof (collectively,
         the "Organizational Documents");



RailAmerica, Inc.
June 15, 2004
Page 2

(3)      the Bylaws of each of the Companies, as amended to the date hereof, and
         the Bylaws of each of the Guarantors as amended to the date hereof
         (collectively, the "Bylaws");

(4)      resolutions adopted by the Board of Directors of each of the Companies
         and the Guarantors, relating to the approval of the filing of the
         Registration Statement, together with the exhibits thereto, and other
         related matters (the "Resolutions"); and

(5)      such other documents and records and other certificates and instruments
         and matters of law as we have deemed necessary or appropriate to
         express the opinions set forth below, subject to the assumptions,
         limitations and qualifications stated herein.

         In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies and the authenticity of originals or such latter documents.
We have also assumed that (i) at the time of execution, authentication, issuance
and delivery of the Debt Securities, the related Indenture will be the valid and
legally binding obligation of the Trustee and (ii) at the time of execution,
countersignature, issuance and delivery of any Warrants, the related Warrant
Agreement will be the valid and legally binding obligation of each Counterparty
thereto.

         As to various questions of fact material to this opinion, we have
relied, to the extent we deemed reasonably appropriate, upon representations or
certificates of officers or directors of the Companies, without independently
verifying the accuracy of such documents, records and instruments.

         In connection with the issuance of the Debt Securities and the
Guarantees, we have assumed further that (i) at the time of execution,
authentication, issuance and delivery of the Indenture, the Debt Securities and
the Guarantees will have been duly authorized, executed and delivered by the
Companies and the Guarantors, as the case may be, and (ii) the execution,
delivery and performance by the Companies and the Guarantors of the Indenture,
the Debt Securities and the Guarantees, as the case may be, will not violate the
laws of any jurisdiction (provided that as to the laws of the State of Florida,
the Delaware General Corporation Law and the federal laws of the United States
we make no such assumption).

         In connection with the issuance of Warrants, we have assumed further
that (i) at the time of execution, countersignature, issuance and delivery of
any Warrants, the related Warrant Agreement will have been duly authorized,
executed and delivered by the applicable Company and (ii) the execution,
delivery and performance by the applicable Company of such Warrant Agreement and
such Warrants will not violate the laws of any jurisdiction (provided that as to
the laws of the State of Florida, the Delaware General Corporation Law and the
federal laws of the United States we make no such assumption).

         Based solely upon and subject to the foregoing, and subject to the
assumptions, limitations and qualifications stated herein, we are of the opinion
that:

         (1)      With respect to the Common Stock, assuming (i) the
                  Registration Statement (including any amendments thereto)
                  shall become effective under the Act; (ii) the taking by the
                  Board of Directors of RailAmerica of all necessary corporate
                  action to authorize and approve the issuance of the Common
                  Stock and the terms of the offering thereof and (iii) the due
                  issuance and delivery of the Common Stock, upon payment
                  therefor in accordance with the applicable definitive
                  underwriting agreement, if applicable, or Prospectus
                  Supplement approved by the Board of Directors of RailAmerica,
                  the Common Stock will be validly issued, fully paid and
                  nonassessable.

         (2)      With respect to the Preferred Stock, assuming (i) the
                  Registration Statement (including any amendments thereto)
                  shall become effective under the Act; (ii) the taking by the
                  Board of Directors of RailAmerica of all necessary corporate
                  action to authorize and approve the issuance and terms of the
                  Preferred Stock and the terms of the offering thereof, (iii)
                  the due filing of a Certificate of Amendment with the Delaware
                  Secretary of State setting forth the terms of such Preferred
                  Stock and (iv) due issuance and delivery of the Preferred
                  Stock, upon payment therefor in accordance with the applicable
                  definitive underwriting agreement, if applicable, or




RailAmerica, Inc.
June 15, 2004
Page 3


                  Prospectus Supplement approved by the Board of Directors of
                  RailAmerica, the Preferred Stock will be validly issued, fully
                  paid and nonassessable.

         (3)      With respect to the Debt Securities, assuming (i) the
                  Registration Statement (including any amendments thereto)
                  shall become effective under the Act; (ii) the taking of all
                  necessary corporate action to approve the issuance and terms
                  of the Debt Securities, the terms of the offering thereof and
                  related matters by the Board of Directors of the applicable
                  Company and (iii) the due execution, authentication, issuance
                  and delivery of such Debt Securities, upon payment of the
                  consideration therefor provided for in the applicable
                  definitive purchase, underwriting or similar agreement, as
                  applicable, or Prospectus Supplement approved by the Board of
                  Directors of the applicable Company and otherwise in
                  accordance with the provisions of the applicable Indenture and
                  such agreement, such Debt Securities will constitute valid and
                  legally binding obligations of the applicable Company
                  enforceable against the applicable Company in accordance with
                  their terms.

         (4)      With respect to the Guarantees, assuming (i) the Registration
                  Statement (including any amendments thereto) shall become
                  effective under the Act; (ii) the taking of all necessary
                  corporate action by the Board of Directors of each of the
                  Guarantors to approve the execution and delivery of the
                  Guarantees and (iii) the due execution, authentication,
                  issuance and delivery of such Guarantees, upon payment of the
                  consideration therefor provided for in the applicable
                  definitive purchase, underwriting or similar agreement, as
                  applicable, or Prospectus Supplement approved by the Board of
                  Directors of the Guarantors and otherwise in accordance with
                  the provisions of the applicable Indenture and other
                  documents, if any, evidencing the Guarantees and such
                  agreement, such Guarantees will constitute valid and legally
                  binding obligations of each of the Guarantors enforceable
                  against each of the Guarantors in accordance with their terms.

         (5)      With respect to the Warrants, assuming (i) the Registration
                  Statement (including any amendments thereto) shall become
                  effective under the Act; (ii) the taking of all necessary
                  corporate action by the Board of Directors of the applicable
                  Company to approve the execution and delivery of a Warrant
                  Agreement and (iii) the due execution, countersignature,
                  issuance and delivery of such Warrants, upon payment of the
                  consideration therefor provided for in the applicable
                  definitive purchase, underwriting or similar agreement, as
                  applicable, or Prospectus Supplement approved by the Board of
                  Directors of RailAmerica and otherwise in accordance with the
                  provisions of the applicable Warrant Agreement and such
                  agreement, such Warrants will constitute valid and legally
                  binding obligations of RailAmerica enforceable against
                  RailAmerica in accordance with their terms.

         (6)      With respect to the Stock Purchase Contracts and the Stock
                  Purchase Units, assuming (i) the Registration Statement
                  (including any amendments thereto) shall become effective
                  under the Act; (ii) the taking of all necessary corporate
                  action by the Board of Directors of RailAmerica to approve the
                  execution and delivery of the applicable purchase contract
                  agreement and any related pledge agreement and (iii) the due
                  execution, countersignature, issuance and delivery of the
                  applicable purchase contract agreement and any related pledge
                  agreement, upon payment of the consideration therefor provided
                  for in the applicable definitive purchase, underwriting or
                  similar agreement, as applicable, or Prospectus Supplement
                  approved by the Board of Directors of RailAmerica and
                  otherwise in accordance with the provisions of the applicable
                  purchase contract agreement and such agreement, the Stock
                  Purchase Contracts and the Stock Purchase Units will
                  constitute valid and legally binding obligations of the
                  RailAmerica enforceable against the RailAmerica in accordance
                  with their terms.

         The opinions set forth in paragraphs 3 through 6 above are subject to
(i) the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting creditors' rights generally, (ii) the effects of
general equitable principles, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, whether enforcement
is considered in a proceeding in equity or law, (iii)




RailAmerica, Inc.
June 15, 2004
Page 4

the discretion of the court before which any proceeding for enforcement may be
brought and (iv) the unenforceability under certain circumstances under law or
court decisions of provisions providing for the indemnification of or
contribution to a party with respect to a liability where such indemnification
or contribution is contrary to the public policy.

         Although we have acted as counsel to the Companies and the Guarantors
in connection with certain other matters, our engagement is limited to certain
matters about which we have been consulted. Consequently, there may exist
matters of a legal nature involving the Companies or the Guarantors in
connection with which we have not been consulted and have not represented the
Companies or the Guarantors. This opinion letter is limited to the matters
stated herein and no opinions may be implied or inferred beyond the matters
expressly stated herein. The opinions expressed herein are as of the date
hereof, and we assume no obligation to update or supplement such opinions to
reflect any facts or circumstances that may hereafter come to our attention or
any changes in law that may hereafter occur.

         This opinion is being furnished to the Companies and the Guarantors
solely for submission to the Commission as an exhibit to the Registration
Statement and, accordingly, may not be reprinted, reproduced or distributed to,
relied upon by, quoted in any manner to, or delivered to any other person or
entity without, in each instance, our prior written consent, except that we
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of the name of our firm therein. In giving this
consent, we do not admit that we are experts within the meaning of Section 11 of
the Act or within the category of persons whose consent is required by Section 7
of the Act.

         We are qualified to practice law in the State of Florida and we do not
purport to be experts on the law of any other jurisdiction other than the
federal laws of the United States of America and the Delaware General
Corporation Law. We do not express any opinion herein concerning any law other
than the laws of the State of Florida, the federal laws of the United States
and, to the extent set forth herein, the Delaware General Corporation Law. We
express no opinion and make no representation with respect to the law of any
other jurisdiction.

                                 Very truly yours,

                                 GREENBERG TRAURIG, P.A.





                                 By: /s/ Fern S. Watts
                                     ----------------------------------------
                                         Fern S. Watts

EX-12.1

                                                                    EXHIBIT 12.1


                                RAILAMERICA, INC.
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                           (IN THOUSANDS EXCEPT RATIO)




                                                                                                 Three Months
                                                                                                     Ended
                                                1999      2000         2001      2002     2003      3/31/04
                                               ------    ------       ------    ------   ------  ------------
                                                                    
Pre-tax income (loss) from continuing
   operations .............................     4,585    (7,376)       8,600     4,445   42,470      7,459
Fixed charges:
Interest expense ..........................    20,490    55,950       53,480    45,469   41,181     10,092
Capitalized Interest ......................         0         0          289       584      497         63
Appropriate portion (1/3) of rentals ......     1,122     2,970        5,280     8,052    8,448      2,073
                                               ------    ------       ------    ------   ------     ------
  Total Fixed Charges: ....................    21,612    58,920       59,049    54,105   50,126     12,228
Pre-tax income (loss) from continuing
   operations plus fixed charges less
   preferred stock dividend
   requirements and capitalized
   interest ...............................    26,197    51,544       67,360    57,966   92,099     19,624
                                               ------    ------       ------    ------   ------     ------
Ratio of earnings to fixed charges ........      1.21      0.87(a)      1.14      1.07     1.84       1.60
                                               ------    ------       ------    ------   ------     ------



                                RAILAMERICA, INC.
               COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED
                         CHARGES AND PREFERRED DIVIDENDS
                           (IN THOUSANDS EXCEPT RATIO)




                                                                                                      Three Months
                                                                                                          Ended
                                               1999        2000          2001       2002       2003      3/31/04
                                              -------    -------        -------    -------    ------  ------------
                                                                       
Pre-tax income (loss) from continuing
   operations .............................     4,585     (7,376)         8,600      4,445    42,470      7,459
Fixed charges:
Interest expense ..........................    20,490     55,950         53,480     45,469    41,181     10,092
Capitalized Interest ......................         0          0            289        584       497         63
Appropriate portion (1/3) of rentals ......     1,122      2,970          5,280      8,052     8,448      2,073
                                              -------    -------        -------    -------    ------     ------
  Total Fixed Charges .....................    21,612     58,920         59,049     54,105    50,126     12,228
Preference security dividend
   requirements (pre-tax) .................     1,035        901            385          0         0          0
Total fixed charges and preferred
   dividends ..............................    22,647     59,821         59,434     54,105    50,126     12,228
Pre-tax income (loss) from continuing
   operations plus fixed charges less
   capitalized interest ...................    26,197     51,544         67,360     57,966    92,099     19,624
Ratio of earnings to combined fixed
   charges and preferred dividends ........      1.16       0.86(b)        1.13       1.07      1.84       1.60




(a)      Due to our loss in 2000, the ratio coverage was less than 1:1. The
         fixed charges exceeded earnings by $7.4 million.

(b)      Due to our loss in 2000, the ratio coverage was less than 1:1. The
         fixed charges and preference dividends exceeded earnings by $8.3
         million.

EX-23.2

                                                                    Exhibit 23.2



         CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTANTS




We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 12, 2004, relating to the
financial statements, which appears in RailAmerica Inc.'s Annual Report on Form
10-K for the year ended December 31, 2003. We also consent to the reference to
us under the heading "Experts" in such Registration Statement.


/s/PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP

Miami, Florida
June 14, 2004

EX-25.1

                                                                    Exhibit 25.1

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

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

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________

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

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

NEW YORK                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK                                                         10017
(Address of principal executive offices)                              (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

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

                                RAILAMERICA, INC.
               (Exact name of obligor as specified in its charter)

DELAWARE                                                              65-0328006
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)


5300 BROKEN SOUND BLVD., N.W.
BOCA RATON, FLORIDA                                                     33487
(Address of principal executive offices)                              (Zip Code)

           ----------------------------------------------------------
                                 DEBT SECURITIES
                       (Title of the indenture securities)

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








                                     GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a) Name and address of each examining or supervising authority to
which it is subject.

         New York State Banking Department, State House, Albany, New York 12110.

         Board of Governors of the Federal Reserve System, Washington, D.C.,
20551

         Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.

         Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b) Whether it is authorized to exercise corporate trust powers.

             Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any Guarantor is an affiliate of the trustee,
describe each such affiliation.

         None.



                                     - 2 -


Item 16.   List of Exhibits

           List below all exhibits filed as a part of this Statement of
Eligibility.

           1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001
(see Exhibit 1 to Form T-1 filed in connection with Registration statement No.
333-76894, which is incorporated by reference.)

           2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001, in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

           3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

           4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement 333-76894, which is
incorporated by reference.)

           5. Not applicable.

           6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

           7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

           8.  Not applicable.

           9.  Not applicable.




                                     - 3 -

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 14th day of May, 2004.

                                       JPMORGAN CHASE BANK



                                       By /s/ L. O'Brien
                                          --------------------------------------
                                          L. O'Brien
                                          Vice President




                                     - 4 -

                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business December 31, 2003,
              in accordance with a call made by the Federal Reserve
               Bank of this District pursuant to the provisions of
                            the Federal Reserve Act.




                                                                       Dollar Amounts
                                                                         in Millions
                                                                       ---------------

                                                                        
                     ASSETS

Cash and balances due from depository institutions:

     Noninterest-bearing balances and currency and coin ..............     $ 19,429
     Interest-bearing balances .......................................        9,602

Securities:

Held to maturity securities ..........................................          176
Available for sale securities ........................................       53,625
Federal funds sold and securities purchased under agreements to resell
     Federal funds sold in domestic offices ..........................       26,067
     Securities purchased under agreements to resell .................       80,099

Loans and lease financing receivables:

     Loans and leases held for sale ..................................       20,359
     Loans and leases, net of unearned income ........................     $163,864
     Less: Allowance for loan and lease losses .......................        3,151
     Loans and leases, net of unearned income and
     allowance .......................................................      160,713
Trading Assets .......................................................      197,197
Premises and fixed assets (including capitalized leases) .............        6,010
Other real estate owned ..............................................          128
Investments in unconsolidated subsidiaries and associated companies ..          828
Customers' liability to this bank on acceptances outstanding .........          225
Intangible assets
        Goodwill .....................................................        2,315
        Other Intangible assets ......................................        4,997
Other assets .........................................................       46,892
                                                                           --------
TOTAL ASSETS .........................................................     $628,662
                                                                           ========






                                     - 5 -




                                                                        

                                  LIABILITIES
Deposits
     In domestic offices .............................................     $ 190,249
     Noninterest-bearing .............................................     $  74,112
     Interest-bearing ................................................       116,137
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's ..........................................       136,496
     Noninterest-bearing .............................................     $   6,355
     Interest-bearing ................................................       130,141

Federal funds purchased and securities sold under agreements
  to repurchase:
     Federal funds purchased in domestic offices .....................         4,639
     Securities sold under agreements to repurchase ..................        71,995
Trading liabilities ..................................................       128,738
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases) .......................        23,496
Bank's liability on acceptances executed and outstanding .............           225
Subordinated notes and debentures ....................................         8,028
Other liabilities ....................................................        26,985
TOTAL LIABILITIES ....................................................       590,851
Minority Interest in consolidated subsidiaries .......................           320

                              EQUITY CAPITAL

Perpetual preferred stock and related surplus ........................             0
Common stock .........................................................         1,785
Surplus  (exclude all surplus related to preferred stock) ............        16,318
Retained earnings ....................................................        19,590
Accumulated other comprehensive income ...............................          (202)
Other equity capital components ......................................             0
TOTAL EQUITY CAPITAL .................................................        37,491
                                                                           ---------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL .............     $ 628,662
                                                                           =========




I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                               JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.



                                    WILLIAM B. HARRISON JR. )
                                    WILLIAM H. GRAY, III    ) DIRECTORS
                                    HELENE L. KAPLAN        )




                                     - 6 -

EX-25.2

                                                                    Exhibit 25.1

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

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

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________

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

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

NEW YORK                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK                                                         10017
(Address of principal executive offices)                              (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

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

                        RAILAMERICA TRANSPORTATION CORP.
               (Exact name of obligor as specified in its charter)

DELAWARE                                                              65-0979478
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)


5300 BROKEN SOUND BLVD., N.W.
BOCA RATON, FLORIDA                                                     33487
(Address of principal executive offices)                              (Zip Code)

           ----------------------------------------------------------
                                 DEBT SECURITIES
                       (Title of the indenture securities)

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








                                     GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a) Name and address of each examining or supervising authority to
which it is subject.

         New York State Banking Department, State House, Albany, New York 12110.

         Board of Governors of the Federal Reserve System, Washington, D.C.,
20551

         Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.

         Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b) Whether it is authorized to exercise corporate trust powers.

             Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any Guarantor is an affiliate of the trustee,
describe each such affiliation.

         None.



                                     - 2 -


Item 16.   List of Exhibits

           List below all exhibits filed as a part of this Statement of
Eligibility.

           1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001
(see Exhibit 1 to Form T-1 filed in connection with Registration statement No.
333-76894, which is incorporated by reference.)

           2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001, in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

           3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

           4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement 333-76894, which is
incorporated by reference.)

           5. Not applicable.

           6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

           7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

           8.  Not applicable.

           9.  Not applicable.




                                     - 3 -

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 14th day of May, 2004.

                                       JPMORGAN CHASE BANK



                                       By /s/ L. O'Brien
                                          --------------------------------------
                                          L. O'Brien
                                          Vice President




                                     - 4 -

                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business December 31, 2003,
              in accordance with a call made by the Federal Reserve
               Bank of this District pursuant to the provisions of
                            the Federal Reserve Act.




                                                                       Dollar Amounts
                                                                         in Millions
                                                                       ---------------

                                                                        
                     ASSETS

Cash and balances due from depository institutions:

     Noninterest-bearing balances and currency and coin ..............     $ 19,429
     Interest-bearing balances .......................................        9,602

Securities:

Held to maturity securities ..........................................          176
Available for sale securities ........................................       53,625
Federal funds sold and securities purchased under agreements to resell
     Federal funds sold in domestic offices ..........................       26,067
     Securities purchased under agreements to resell .................       80,099

Loans and lease financing receivables:

     Loans and leases held for sale ..................................       20,359
     Loans and leases, net of unearned income ........................     $163,864
     Less: Allowance for loan and lease losses .......................        3,151
     Loans and leases, net of unearned income and
     allowance .......................................................      160,713
Trading Assets .......................................................      197,197
Premises and fixed assets (including capitalized leases) .............        6,010
Other real estate owned ..............................................          128
Investments in unconsolidated subsidiaries and associated companies ..          828
Customers' liability to this bank on acceptances outstanding .........          225
Intangible assets
        Goodwill .....................................................        2,315
        Other Intangible assets ......................................        4,997
Other assets .........................................................       46,892
                                                                           --------
TOTAL ASSETS .........................................................     $628,662
                                                                           ========






                                     - 5 -




                                                                        

                                  LIABILITIES
Deposits
     In domestic offices .............................................     $ 190,249
     Noninterest-bearing .............................................     $  74,112
     Interest-bearing ................................................       116,137
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's ..........................................       136,496
     Noninterest-bearing .............................................     $   6,355
     Interest-bearing ................................................       130,141

Federal funds purchased and securities sold under agreements
  to repurchase:
     Federal funds purchased in domestic offices .....................         4,639
     Securities sold under agreements to repurchase ..................        71,995
Trading liabilities ..................................................       128,738
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases) .......................        23,496
Bank's liability on acceptances executed and outstanding .............           225
Subordinated notes and debentures ....................................         8,028
Other liabilities ....................................................        26,985
TOTAL LIABILITIES ....................................................       590,851
Minority Interest in consolidated subsidiaries .......................           320

                              EQUITY CAPITAL

Perpetual preferred stock and related surplus ........................             0
Common stock .........................................................         1,785
Surplus  (exclude all surplus related to preferred stock) ............        16,318
Retained earnings ....................................................        19,590
Accumulated other comprehensive income ...............................          (202)
Other equity capital components ......................................             0
TOTAL EQUITY CAPITAL .................................................        37,491
                                                                           ---------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL .............     $ 628,662
                                                                           =========




I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                               JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.



                                    WILLIAM B. HARRISON JR. )
                                    WILLIAM H. GRAY, III    ) DIRECTORS
                                    HELENE L. KAPLAN        )




                                     - 6 -