EXHIBIT 4.3

SUIZA FOODS CORPORATION

WILMINGTON TRUST COMPANY

as Indenture Trustee

INDENTURE

Dated as of March 24, 1998

5 1/2% CONVERTIBLE SUBORDINATED DEBENTURES
DUE APRIL 1, 2028
2
RECONCILIATION AND TIE

This reconciliation and tie between the Trust Indenture Act of 1939,
as amended (including cross-references to provisions of Section 310 to and
including 317 which, pursuant to Section 318(c) of the Trust Indenture Act of
1939, as amended by the Trust Reform Act of 1990, are a part of and govern the
Indenture whether or not physically contained therein) and the Indenture, dated
as of March 24, 1998.

TRUST INDENTURE ACT SECTION INDENTURE SECTION
(Section) 310(a)(1), (2) and (5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
(a)(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(Section) 311(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13
(b)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3(a)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(Section) 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
7.2(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2 c)
(Section) 313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3(a); 7.3(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3(a)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3(c)
(Section) 314(a)(1), (2), (3) and (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c) (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(c) (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(c) (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(Section) 315(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(b)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(c)
(d) (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(a)
(d) (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.l(c)(ii)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(c)(iii)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.14
(Section) 316 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.12
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.13
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.13

i
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(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.8
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4(f)
(Section) 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3
(Section) 318(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7

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

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TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2. Compliance Certificate and Opinions . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 1.3. Forms of Documents Delivered to Indenture Trustee . . . . . . . . . . . . . . . . . 13
SECTION 1.4. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 1.5. Notices, Etc. to Indenture Trustee and Company . . . . . . . . . . . . . . . . . . 16
SECTION 1.6. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 1.7. Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 1.8. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . 17
SECTION 1.9. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 1.10. Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 1.11. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 1.12. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 1.13. Non-Business Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 1.14. No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 1.15. Duplicate Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 2. DEBENTURE FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 2.1. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 2.2. Form of Face of Debenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 2.3. Form of Reverse of Debenture . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 2.4. Additional Provisions Required in Global Debenture . . . . . . . . . . . . . . . . 29
SECTION 2.5. Form of Indenture Trustee's Certificate of
Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 2.6. Initial Issuance to Property Trustee . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE 3. THE DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.1. Title and Amount of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.2. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 3.3. Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . . 31
SECTION 3.4. Temporary Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 3.5. Registration, Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Debentures . . . . . . . . . . . . . . . . . 33
SECTION 3.7. Payment of Interest; Interest Rights . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 3.8. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 3.9. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 3.10. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 3.11. Deferrals of Interest Payment Dates . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 3.12. Right of Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 3.13. Agreed Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 3.14. CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 3.15. Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

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ARTICLE 4. SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 4.1. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 4.2. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE 5. REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.2. Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . . 43
SECTION 5.3. Collection of Indebtedness and Suits for Enforcement
by Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 5.4. Indenture Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . 45
SECTION 5.5. Indenture Trustee May Enforce Claim Without
Possession of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 5.6. Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 5.7. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 5.8. Unconditional Right of Holders to Receive Principal,
Premium and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 5.9. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 5.10. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 5.11. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 5.12. Control by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 5.13. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 5.14. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 5.15. Waiver of Usury, Stay, or Extension Laws . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE 6. THE INDENTURE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 6.1 Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 6.2 Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 6.3 Certain Rights of Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 6.4 Not Responsible for Recitals or Issuance of Debentures . . . . . . . . . . . . . . 52
SECTION 6.5 May Hold Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 6.6 Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 6.7 Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 6.8 Disqualification; Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 6.9 Corporate Indenture Trustee Required; Eligibility . . . . . . . . . . . . . . . . . 54
SECTION 6.10 Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . 54
SECTION 6.11 Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 6.12 Merger, Conversion, Consolidation or Succession to
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 6.13 Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . . 57
SECTION 6.14 Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE 7. HOLDERS LISTS AND REPORTS BY INDENTURE TRUSTEE AND
COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 7.1 Company to Furnish Names and Addresses of Holders . . . . . . . . . . . . . . . . . 58
SECTION 7.2 Preservation of Information; Communications to Holders . . . . . . . . . . . . . . 59
SECTION 7.3 Reports by Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

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SECTION 7.4 Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE 8. CONSOLIDATION, MERGER, CONTINUANCE, CONVEYANCE,
TRANSFER OR LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 8.1 Company May Consolidate, Etc., Only on Certain Terms . . . . . . . . . . . . . . . 60
SECTION 8.2 Successor Person Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

ARTICLE 9. SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 9.1 Supplemental Indentures Without Consent of Holders . . . . . . . . . . . . . . . . 61
SECTION 9.2 Supplemental Indentures with Consent of Holders . . . . . . . . . . . . . . . . . . 62
SECTION 9.3 Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 9.4 Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 9.5 Conformity with Trust Indentures Act . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 9.6 Reference in Debentures to Supplemental Indentures . . . . . . . . . . . . . . . . 64

ARTICLE 10. COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 10.1 Payment of Principal, Premium and Interest . . . . . . . . . . . . . . . . . . . . 65
SECTION 10.2 Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 10.3 Money for Debenture Payments to Be Held in Trust . . . . . . . . . . . . . . . . . 65
SECTION 10.4 Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 10.5 Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 10.6 Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 10.7 Additional Sums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 10.8 Additional Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 10.9 Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 10.10 Payment of Expenses of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE 11. REDEMPTION OR EXCHANGE OF DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 11.1. Election to Redeem; Notice to Indenture Trustee . . . . . . . . . . . . . . . . . . 69
SECTION 11.2. Selection of Debentures to Be Redeemed . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 11.3. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 11.4. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 11.5. Debentures Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 11.6. Debentures Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 11.7. Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 11.8. Exchange of Trust Securities for Debentures . . . . . . . . . . . . . . . . . . . . 73

ARTICLE 12. SUBORDINATION OF DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 12.1. Debentures Subordinate to Senior Debt . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 12.2. Payment Over of Proceeds Upon Dissolution, Etc. . . . . . . . . . . . . . . . . . . 74
SECTION 12.3. Prior Payment to Senior Debt upon Acceleration
of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 12.4. Payment Limits by Senior Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 12.5. Payment Permitted If No Default . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 12.6. Subrogation to Rights of Holders of Senior Debt . . . . . . . . . . . . . . . . . . 76

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SECTION 12.7. Provisions Solely to Define Relative Rights . . . . . . . . . . . . . . . . . . . . 76
SECTION 12.8. Indenture Trustee to Effectuate Subordination . . . . . . . . . . . . . . . . . . . 77
SECTION 12.9. No Waiver of Subordination Provisions . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 12.10. Notice to Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 12.11. Reliance on Judicial Order or Certificate of Liquidating Agent . . . . . . . . . . 78
SECTION 12.12. Indenture Trustee Not Fiduciary for Holders of Senior Debt . . . . . . . . . . . . 78
SECTION 12.13. Rights of Indenture Trustee as Holder of Senior Debt;
Preservation of Indenture Trustee's Rights . . . . . . . . . . . . . . . . . . . . 78
SECTION 12.14. Article Applicable to Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 12.15. Certain Conversions or Exchanges Deemed . . . . . . . . . . . . . . . . . . . . . . 78

ARTICLE 13. CONVERSION OF DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 13.1. Conversion Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 13.2. Conversion Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 13.3. Expiration of Conversion Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 13.4. Conversion Price Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 13.5. Fundamental Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
SECTION 13.6. Notice of Adjustments of Conversion . . . . . . . . . . . . . . . . . . . . . . . . 88
SECTION 13.7. Prior Notice of Certain Events . . . . . . . . . . . . . . . . . . . . . . . . . . 89
SECTION 13.8. Dividend or Interest Reinvestment Plans . . . . . . . . . . . . . . . . . . . . . . 90
SECTION 13.9. Certain Additional Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
SECTION 13.10. Restrictions on Common Stock Issuable Upon Conversion . . . . . . . . . . . . . . . 91
SECTION 13.11. Indenture Trustee Not Responsible for Determining
Conversion Price or Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . 91

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THIS INDENTURE, dated as of March 24, 1998 between SUIZA FOODS
CORPORATION, a Delaware corporation (hereinafter called the "Company") having
its principal office at 3811 Turtle Creek Boulevard, Suite 1300, Dallas, Texas
75219 and Wilmington Trust Company, a Delaware banking corporation ("WTC"), as
Indenture Trustee (hereinafter called the "Indenture Trustee").

RECITALS OF THE COMPANY

WHEREAS, The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance of its 5 1/2% Convertible
Subordinated Debentures due April 1, 2028 (hereinafter called the "Debentures")
as hereinafter provided which evidence loans made to the Company of the
proceeds from the issuance by Suiza Capital Trust II, a Delaware statutory
business trust (the "Trust"), of preferred undivided beneficial interests in
the Trust (the "Preferred Securities") and common undivided beneficial
interests in the Trust (the "Common Securities"), and to provide the terms and
conditions upon which the Debentures are to be authenticated, issued and
delivered.

WHEREAS, all things necessary to make the Debentures, when executed by
the Company, authenticated and delivered by the Indenture Trustee hereunder and
duly issued by the Company, the valid obligations of the Company, and to make
this Indenture a valid agreement of the Company, in accordance with their and
its respective terms, have been done.

NOW THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE I.
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1. DEFINITIONS. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise
requires:

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

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

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

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

(e) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or Section, as the case may be,
of this Indenture;

(f) "or" is not exclusive;

(g) provisions apply to successive events and transactions; and

(h) each reference herein to a rule or form of the Commission
shall mean such rule or form and any rule or form successor thereto, in each
case as amended from time to time.

"ACT", when used with respect to any Holder, has the meaning specified
in Section 1.4.

"ADDITIONAL INTEREST" means the interest, if any, that shall accrue on
any interest on the Debentures that is in arrears for more than one interest
payment period or not paid during any Extension Period, which in either case
(to the extent permitted by law) shall accrue at the stated rate per annum
specified or determined as specified in such Debenture and compounded
quarterly.

"ADDITIONAL SUMS" has the meaning specified in Section 10.7

"ADDITIONAL TAXES" means the sum of any additional taxes, duties and
other governmental charges to which the Trust has become subject from time to
time as a result of a Tax Event.

"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; provided, however, that an Affiliate of the
Company shall not be deemed to include the Trust to which Debentures have been
issued. 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. The terms "controlling" and "controlled"
have meanings correlative to "control."

"APPLICABLE PRICE" means (i) in the case of a Non-Stock Fundamental
Change in which the holders of the Common Stock receive only cash, the amount
of cash received by a holder of one share of Common Stock and (ii) in the event
of any other Fundamental Change, the average of the daily Current Market Prices
(as defined) for one share of Common Stock during the ten trading days
immediately prior to the record date for determination of the holders of Common
Stock entitled to receive such securities, cash, property or other assets in
connection with such Fundamental Change or, if there is no such record date,
prior to the date upon which the holders of the Common Stock shall have the
right to receive such securities, cash, property or other assets (such record
date or distribution date being hereinafter referred to as the "Entitlement
Date"), in

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each case as adjusted in good faith by the Company to appropriately reflect any
of the events referred to in clauses (a) through (f) of Section 13.4.

"AUTHENTICATING AGENT" means any Person authorized by the Indenture
Trustee pursuant to Section 6.14 to act on behalf of the Indenture Trustee to
authenticate Debentures.

"BOARD OF DIRECTORS" means either the board of directors of the
Company or any committee thereof duly authorized to act hereunder.

"BOARD RESOLUTION" means a copy of the resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors, or such committee of the Board of Directors or officers
of the Company to which authority to act on behalf of the Board of Directors
has been delegated, and to be in full force and effect on the date of such
certification, and delivered to the Indenture Trustee.

"BUSINESS DAY" means any day other than a Saturday or Sunday or a day
on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed or a day on which the
Corporate Trust Office of the Indenture Trustee, or the principal office of the
Property Trustee under the Declaration, is closed for business.

"CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations, rights in or other equivalents (however designated)
of such Person's capital stock, and any rights (other than debt securities
convertible into capital stock), warrants or options exchangeable for or
convertible into such capital stock.

"CHANGE IN 1940 ACT LAW" has the meaning specified in the definition
of Investment Company Event.

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

"COMMON SECURITIES" has the meaning specified in the first recital of
this Indenture.

"COMMON STOCK" means common stock, par value $0.01 per share, of the
Company or shares of any class or classes resulting from any reclassification
or reclassifications thereof and which have no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Company and which are not subject
to redemption by the Company.

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

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"COMPANY REQUEST" and "Company Order" means, respectively, the written
request or order signed in the name of the Company by its Chairman of the
Board, its Vice Chairman, its President, any Vice President, its Treasurer, any
Assistant Treasurer, its Controller, its Secretary or any Assistant Secretary,
and delivered to the Indenture Trustee.

"CONVERSION AGENT" has the meaning specified in Section 13.2(a).

"CONVERSION DATE" has the meaning specified in Section 13.2(a).

"CONVERSION EXPIRATION DATE" has the meaning specified in Section
13.3.

"CONVERSION PRICE" has the meaning specified in Section 13.1.

"CORPORATE TRUST OFFICE" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered which office at the date hereof is located at Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration.

"CURRENT MARKET PRICE" means, with respect to Common Stock of the
Company, the last reported sale price, regular way, on such day, or if no sale
takes place on such day, the average of the reported closing bid and asked
prices on such day, regular way, in either case as reported on the NYSE, or, if
the Common Stock is not quoted on the NYSE on such day, on the principal
national securities exchange or quotation system on which the Common Stock is
listed or admitted to trading, or, if not listed or admitted to trading or
quoted on any national securities exchange or quotation system, the average
closing bid and asked prices of the Common Stock in the over-the-counter market
on the day in question as reported by the National Quotation Bureau
Incorporated, or a similar generally accepted reporting service, or, if not so
available, in such manner, as furnished by the National Association of
Securities Dealers, Inc. ("NASD") member firm selected from time to time in
good faith by the Board of Directors of the Company for that purpose or, if not
so available in such manner, as otherwise determined in good faith by the Board
of Directors of the Company.

"DEBENTURES" or "DEBENTURE" means any debt securities or debt
security, as the case may be, authenticated and delivered under this Indenture.

"DEBT" means, with respect to any Person, whether recourse is to all
or a portion of the assets of such Person and whether or not contingent, (i)
every obligation of such Person for money borrowed; (ii) every obligation of
such Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; (vi) every
obligation of such Person under (a) interest rate swap agreements, interest
rate cap agreements and interest rate

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12
collar agreements and (b) other agreements or arrangements designed to protect
such Person against fluctuations in interest rates; and (vii) every obligation
of the type referred to in clauses (i) through (vi) of another Person and all
dividends of another person the payment of which, in either case, such Person
has guaranteed or for which such Person is responsible or liable, directly or
indirectly, as obligor or otherwise.

"DECLARATION" means the Amended and Restated Declaration of Trust for
the Trust pursuant to which the Preferred Securities and Common Securities were
issued substantially in the form attached hereto as Annex A, as amended from
time to time.

"DEFAULT" means any event that after notice or passage of time, or
both, would be an Event of Default.

"DEFAULTED INTEREST" has the meaning specified in Section 3.7.

"DEPOSITARY" means, with respect to the Debentures issuable or issued
in whole or in part in the form of one or more Global Debentures, the Person
designated as Depositary by the Company (or any successor thereto).

"DIRECT ACTION" has the meaning specified in Section 5.8.

"DOLLAR" means the currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts.

"ENTITLEMENT DATE" has the meaning specified in the definition of
"Applicable Price."

"EVENTS OF DEFAULT" has the meaning specified in Section 5.1.

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

"EXPIRATION TIME" has the meaning specified in Section 13.4(e).

"EXTENSION PERIOD" has the meaning specified in Section 3.11.

"FUNDAMENTAL CHANGE" means the occurrence of any transaction or event
or series of transactions or events pursuant to which all or substantially all
of the Common Stock shall be exchanged for, converted into, acquired for, or
constitute solely the right to receive securities, cash, property or other
assets (whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, continuance, combination, reclassification,
recapitalization, or otherwise); provided, however, that, in the case of any
such series of transactions or events, for purposes of adjustment of the
Conversion Price, such Fundamental Change shall be deemed to have occurred when
substantially all of the Common Stock shall be exchanged for, converted into,
or acquired for or constitute solely the right to receive securities, cash,
property or other assets, but the adjustment shall be based upon the
securities, cash, property or other assets that a holder of

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Common Stock received in a transaction as a result of which more than 50% of
the Common Stock shall have been exchanged for, converted into, or acquired for
or constitute solely the right to receive securities, cash, property or other
assets.

"GLOBAL DEBENTURE" has the meaning specified in Section 3.15 and
complying with the form of Debenture prescribed in Section 2.4 evidencing all
or part of the Debentures, issued to the Depositary or its nominee, and
registered in the name of such Depositary or its nominee.

"GUARANTEE" means the guarantee by the Company of distributions on the
Preferred Securities of the Trust to the extent provided in the Guarantee
Agreement, substantially in the form attached hereto as Annex C, as amended
from time to time.

"HOLDER" means a Person in whose name a Debenture is registered in the
Securities Register.

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

"INDENTURE TRUSTEE" means the Person named as the "Indenture Trustee"
in the introductory paragraph of this instrument until a successor Indenture
Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Indenture Trustee" shall mean such successor
Indenture Trustee and shall include each Person who is then an Indenture
Trustee hereunder if at any time there is more than one such Person.

"INTEREST" with regard to the Debentures shall include quarterly
interest payments, interest on quarterly interest payments not paid on an
applicable Interest Payment Date, Liquidated Damages, if any, and Additional
Sums, if any.

"INTEREST PAYMENT DATE" means as to the Debentures the Stated Maturity
of an installment of interest on such Debentures.

"INTEREST RATE" means the rate of interest specified or determined as
specified in each Debenture and this Indenture as being the rate of interest
payable on such Debenture.

"INVESTMENT COMPANY EVENT" means, in respect of the Trust, the receipt
by the Property Trustee, on behalf of the Trust, of an opinion of counsel,
rendered by a law firm having a recognized national tax and securities practice
(which opinion shall not have been rescinded by such law firm), to the effect
that, as a result of the occurrence of a change in law or regulation or a
change in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority (a "Change in 1940 Act
Law"), there is more than an insubstantial risk that the Trust is or will be
considered an "investment company" that is required

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to be registered under the 1940 Act, which Change in 1940 Act Law becomes
effective on or after March 18, 1998.

"JUNIOR SECURITIES" has the meaning specified in Section 12.15.

"JUNIOR SUBORDINATED PAYMENT" has the meaning specified in Section
12.2.

"LIQUIDATED DAMAGES" has the meaning specified in the form of reverse
of the Debenture set forth in Section 2.3.

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

"1940 ACT" means the Investment Company Act of 1940, as amended and
the rules promulgated thereunder.

"NON BOOK-ENTRY PREFERRED SECURITIES" has the meaning specified in
Section 3.15.

"NON-STOCK FUNDAMENTAL CHANGE" means any Fundamental Change other than
a Stock Fundamental Change.

"NOTICE OF CONVERSION" means the notice given by a holder of Preferred
Securities to the Conversion Agent directing the Conversion Agent to exchange
such Preferred Securities for Debentures and to convert such Debentures into
Common Stock on behalf of such holder.

"NOTICE OF DEFAULT" has the meaning specified in Section 5.1(d).

"OFFICER'S CERTIFICATE" means a certificate signed by the Chairman of
the Board of Directors, the President, the Chief Executive Officer, the Chief
Operating Officer, any Vice President, the Chief Financial Officer, any Vice
President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Company, and delivered to the Indenture Trustee.

"OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Company, the Trust, or the Indenture Trustee, and who also may
be an employee thereof, and who shall be reasonably acceptable to the Indenture
Trustee.

"OUTSTANDING" means, as of the date of determination, all Debentures
theretofore authenticated and delivered under this Indenture, except:

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

(ii) Debentures for whose payment money in the necessary
amount has been theretofore irrevocably deposited with the Indenture
Trustee or any Paying Agent (other

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than the Company or any affiliate of the Company) in trust for the
Holders of such Debentures; provided, however, that, if such
Debentures are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to
the Indenture Trustee has been made; and

(iii) Debentures in substitution for or in lieu of which
other Debentures have been authenticated and delivered or which have
been paid pursuant to Section 3.6, or which have been converted into
Common Stock pursuant to Section 13.1, unless proof satisfactory to
the Indenture Trustee is presented that any Debentures are held by
Holders in whose hands such Debentures are valid, binding and legal
obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Debentures have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Debentures owned
by the Company or any other obligor upon the Debentures or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Indenture Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Debentures which the Indenture Trustee actually
knows to be so owned shall be so disregarded. Debentures so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Indenture Trustee the pledgee's right so
to act with respect to such Debentures and that the pledgee is not the Company
or any other obligor upon the Debentures or any Affiliate of the Company or
such other obligor. Upon request of the Indenture Trustee, the Company shall
furnish to the Indenture Trustee promptly an Officer's Certificate listing and
identifying all Debentures, if any, known by the Company to be owned or held by
or for the account of the Company, or any other obligor on the Debentures or
any Affiliate of the Company or such obligor, and, subject to the provisions of
Section 6.1(a)(ii), the Indenture Trustee shall be entitled to accept and rely
on such Officer's Certificate as conclusive evidence of the facts therein set
forth and of the fact that all Debentures not listed therein are Outstanding
for the purpose of any such determination.

"PAYING AGENT" means the Indenture Trustee or any Person authorized by
the Company to pay the principal of (premium, if any) or interest on any
Debentures on behalf of the Company.

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

"PREDECESSOR DEBENTURE" of any particular Debenture means every
previous Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Debenture, and, for the purposes of this
definition, any Debenture authenticated and delivered under Section 3.6 in lieu
of a lost, destroyed or stolen Debenture shall be deemed to evidence the same
debt as the lost, destroyed or stolen Debenture.

"PREFERRED SECURITIES" has the meaning specified in the first recital
of this Indenture.

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"PREFERRED STOCK", as applied to the Capital Stock of any Person,
means Capital Stock of such Person of any class or classes (however designated)
that ranks prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of common stock of such Person.

"PROCEDURES" has the meaning specified in Section 3.3.

"PROCEEDING" has the meaning specified in Section 12.2.

"PROPERTY TRUSTEE" means, in respect of the Trust, the Person
identified as the "Property Trustee" in the Declaration, solely in its capacity
as Property Trustee of the Trust under the Declaration and not in its
individual capacity, or its successor in interest in such capacity, or any
successor Property Trustee appointed as therein provided.

"PURCHASE AGREEMENT" means the Purchase Agreement dated March 18, 1998
by and among the Trust, the Company and the Purchasers.

"PURCHASED SHARES" has the meaning specified in Section 13.4(e).

"PURCHASERS" with respect to the Preferred Securities, means
Donaldson, Lufkin & Jenrette Securities Corporation, Bear, Stearns & Co. Inc.
and J. P. Morgan Securities Inc.

"PURCHASER STOCK PRICE" means, with respect to any Stock Fundamental
Change, the average of the daily Current Market Price for one share of the
common stock received by holders of the Common Stock in such Stock Fundamental
Change during the ten consecutive trading days immediately prior to and
including the Entitlement Date, as adjusted in good faith by the Company to
appropriately reflect any of the events referred to in clauses (a) through (f)
of Section 13.4.

"RECORD EXPIRATION DATE" has the meaning specified in Section 1.4.

"REDEMPTION DATE", when used with respect to any Debenture to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

"REDEMPTION PRICE" when used with respect to any Debenture to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"REFERENCE DATE" has the meaning specified in Section 13.4(c).

"REFERENCE MARKET PRICE" shall initially mean $42.04 (which is an
amount equal to 66 2/3% of the last reported sale price for Common Stock on the
NYSE on March 18, 1998) and, in the event of any adjustment of the conversion
price other than as a result of a Fundamental Change, the Reference Market
Price shall also be adjusted so that the ratio of the Reference Market Price to
the Conversion Price after giving effect to any such adjustment shall always be

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the same as the ratio of the initial Reference Market Price to the initial
Conversion Price of $78.25 per share.

"REGULAR RECORD DATE" means for the interest payable on any Interest
Payment Date the fifteenth day next preceding such Interest Payment Date.

"RESPONSIBLE OFFICER" when used with respect to the Indenture Trustee
means any officer of the Indenture Trustee within the Corporate Trust Office of
the Indenture Trustee with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer of the Indenture Trustee to whom such matter is referred
because of that officer's knowledge of and familiarity with the particular
subject.

"RESTRICTED PREFERRED SECURITIES" means all Preferred Securities
required to bear any restricted securities legend pursuant to the Declaration.

"RESTRICTED SECURITIES" means all the Debentures required pursuant to
Section 2.6 to bear a Restricted Securities Legend.

"RESTRICTED SECURITIES LEGEND" has the meaning specified in Section
2.6.

"SECURITIES REGISTER" and "SECURITIES REGISTRAR" have the respective
meanings specified in Section 3.5.

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

"SENIOR CREDIT FACILITY" means that certain Credit Agreement, dated as
of November 26, 1997, as amended by Amendment No. 1 to Credit Agreement dated
as of January 2, 1998, Amendment No. 2 dated as of February 20, 1998, and
Amendment No. 3 to Credit Agreement dated as of March 6, 1998, between Suiza
Foods Corporation, the lenders party thereto and First Union National Bank, as
administrative agent, and including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, in each
case, as amended, extended, renewed, restated, supplemented or otherwise
modified (in whole or in part, and without limitation as to amount, terms,
conditions, covenants and other provisions) from time to time, and any
agreement (and related document) governing Debt incurred to refinance, in whole
or in part, the borrowings and commitments then outstanding or permitted to be
outstanding under such Credit Agreement or a successor Credit Agreement,
whether by the same or any other lender or group of lenders.

"SENIOR DEBT" means the principal of (and premium, if any), interest,
if any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not such
claim for post-petition interest is allowed in such proceeding), on Debt of the
Company, whether incurred on or prior to the date of the Indenture or
thereafter incurred, unless, in the instrument creating or evidencing the same
or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right of

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payment to the Debentures or to other Debt which is pari passu with, or
subordinated to, the Debentures; provided, however, that Senior Debt shall not
be deemed to include: (i) any Debt of the Company which, when incurred and
without respect to any election under Section 1111(b) of the Bankruptcy Code,
was without recourse to the Company, (ii) any Debt of the Company to any of its
Subsidiaries, (iii) Debt to any employee of the Company, (iv) any liability for
taxes, and (v) Debt or other monetary obligations to trade creditors or assumed
by the Company or any of its Subsidiaries in the ordinary course of business in
connection with the obtaining of goods, materials or services.

"SPECIAL EVENT" means a Tax Event or an Investment Company Event.

"SPECIAL RECORD DATE" for the payment of any Defaulted Interest means
a date fixed by the Indenture Trustee pursuant to Section 3.7.

"STATED MATURITY" when used with respect to the Debentures or any
installment of principal thereof or interest thereon means the date specified
in the Debentures or this Indenture as the fixed date on which the principal of
the Debentures or such installment of interest is due and payable.

"STOCK FUNDAMENTAL CHANGE" means any Fundamental Change in which more
than 50% of the value (as determined in good faith by the Board of Directors of
the Company) of the consideration received by holders of Common Stock consists
of common stock that, for each of the ten consecutive trading days immediately
prior to the Entitlement Date, has been admitted for listing or admitted for
listing subject to notice of issuance on a national securities exchange or
quoted on The Nasdaq Stock Market; provided, however, a Fundamental Change
shall not be a Stock Fundamental Change if either (i) the Company continues to
exist after the occurrence of such Fundamental Change and the outstanding
Preferred Securities continue to exist as outstanding Preferred Securities or
(ii) not later than the occurrence of such Fundamental Change, the outstanding
Preferred Securities are converted into or exchanged for shares of convertible
preferred stock or debentures of an entity succeeding to the business of the
Company or a subsidiary thereof, which convertible preferred stock has powers,
preferences, and relative, participating, optional, or other rights and
qualifications, limitations and restrictions, substantially identical to those
of the Preferred Securities or which debentures have terms substantially
similar to those of the Debentures.

"SUBSIDIARY" means, with respect to any Person, (i) any corporation
more than 50 percent of the outstanding shares of Voting Stock of which is
owned, directly or indirectly, by such Person, or by one or more other
Subsidiaries of such Person, or by such Person and one or more Subsidiaries
thereof or (ii) any general partnership, joint venture or similar entity, more
than 50 percent of the outstanding partnership or similar interests of which
are owned, directly or indirectly, by such Person, or by one or more other
Subsidiaries of such Person, or by such Person and one or more other
Subsidiaries of such Person and (iii) any limited partnership of which such
Person or any Subsidiary of such Person is a general partner.

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"TAX EVENT" means the receipt by the Property Trustee, on behalf of
the Trust, of an opinion of counsel, rendered by a law firm having a national
tax and securities practice (which opinion shall not have been rescinded by
such law firm), to the effect that, as a result of any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein affecting taxation, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or such
pronouncement or decision is announced on or after March 18, 1998, there is
more than an insubstantial risk in each case after the date hereof that (i) the
Trust is, or will be within 90 days of the date thereof, subject to United
States federal income tax with respect to income received or accrued on the
Debentures, (ii) interest paid by the Company on the Debentures is not, or
within 90 days of the date thereof will not be, deductible by the Company, in
whole or in part, for United States federal income tax purposes, or (iii) the
Trust is, or will be within 90 days of the date thereof, subject to more than a
de minimis amount of other taxes, duties or other governmental charges.

"TRADING DAY" with respect to a securities exchange or automated
quotation system means a day on which such exchange or system is open for a
full day of trading.

"TRUST" has the meaning specified in the first recital of this
Indenture.

"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbb), as amended and as in effect or the date as of this
Indenture; provided, however, that in the event the Trust Indenture Act of 1939
is amended after such date, "Trust Indenture Act" means, to the extent required
by any such amendment, the Trust Indenture Act of 1939 as so amended.

"TRUST SECURITIES" means the Common Securities and Preferred
Securities.

"VOTING STOCK" means, with respect to any person, securities of any
class or classes of Capital Stock in such Person entitling the holders thereof
(whether at all times or at the times that such class of Capital Stock has
voting power by reason of the happening of any contingency) to vote in the
election of members of the board of directors or comparable body of such
Person.

"WTC" has the meaning specified in the introductory paragraph of this
Indenture.

SECTION 1.2. COMPLIANCE CERTIFICATE AND OPINIONS. Upon any
application or request by the Company to the Indenture Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Indenture Trustee an Officer's Certificate stating that all conditions
precedent (including covenants, compliance with which constitutes a condition
precedent), if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent (including covenants
compliance with which constitute a condition 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

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this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished. The Company covenants that
each such Officer's Certificate and Opinion of Counsel shall comply with the
requirements of the Trust Indenture Act.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 10.6 and 13.6) shall include:

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

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

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

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

SECTION 1.3. FORMS OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE.
In any case where several matters are required to be certified by, or covered
by an opinion of, any specified Person, it is not necessary that all such
matters be certified by, or covered by the opinion of, only one such Person, or
that they be so certified or covered by only one document, but one such Person
may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give
an opinion as to such matters in one or several documents.

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

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

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SECTION 1.4. ACTS OF HOLDERS.

(a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to
be given to or taken by Holders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments is or are
delivered to the Indenture Trustee, and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes
referred to as the "ACT" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose
of this Indenture and (subject to Section 6.1(a)(ii)) conclusive in
favor of the Indenture Trustee and the Company and any agent of the
Indenture Trustee or the Company, if made in the manner provided in
this Section.

(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 the certificate of any 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 Person acting in other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.

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

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

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

(f) The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to
take any action under this Indenture by vote or consent; provided that
the Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any
notice, declaration, request or direction referred to in the next
paragraph. Except as otherwise provided herein, such record date
shall be the later of 30 days prior to the first

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solicitation of such consent or vote or the date of the most recent
list of Holders furnished to the Indenture Trustee pursuant to Section
7.1 prior to such solicitation. If a record date is fixed, those
Persons who were Holders at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to take such
action by vote or consent or to revoke any vote or consent previously
given, whether or not such Persons continue to be Holders after such
record date; provided that no such action shall be effective hereunder
unless taken on or prior to the applicable Record Expiration Date by
Holders of the requisite principal amount of Outstanding Debentures on
such record date; and provided, further, that for the purpose of
determining whether Holders of the requisite principal amount of such
Debentures have taken such action, no Debenture shall be deemed to
have been Outstanding on such record date unless it is also
Outstanding on the date such action is to become effective. Nothing
in this paragraph shall prevent the Company from setting a new record
date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and
of no effect), nor shall anything in this paragraph be construed to
render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Debentures on the date such action is
taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Record
Expiration Date to be given to the Indenture Trustee in writing and to
each Holder of Debentures in the manner set forth in Section 1.6.

The Indenture Trustee may set any day as a record date for the
purpose of determining the Holders of Outstanding Debentures entitled
to join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 5.2, (iii) any
request to institute proceedings referred to in Section 5.7(b) or (iv)
any direction referred to in Section 5.12. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Debentures on
such record date, and no other Holders, shall be entitled to join in
such notice, declaration, request or direction, whether or not such
Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the
applicable Record Expiration Date by Holders of the requisite
principal amount of Outstanding Debentures on such record date; and
provided, further, that for the purpose of determining whether Holders
of the requisite principal amount of such Debentures have taken such
action, no Debenture shall be deemed to have been Outstanding on such
record date unless it is also Outstanding on the date such action is
to become effective. Nothing in this paragraph shall be construed to
prevent the Indenture Trustee from setting a new record date for any
action (whereupon the record date previously set shall automatically
and without any action by any Person be cancelled and of no effect),
nor shall anything in this paragraph be construed to render
ineffective any action taken by Holders of the requisite principal
amount of Outstanding Debentures on the date such action is taken.
Promptly after any record date is set pursuant to this Subsection, the
Indenture Trustee, at the Company's expense, shall cause notice of
such record date, the matter(s) to be submitted for potential action
by Holders and the applicable Record Expiration Date to be given to
the Company in writing in the

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manner set forth in Section 1.5 and to each Holder of Debentures in the manner
set forth in Section 1.6.

(g) With respect to any record date set pursuant to this
Section, the party hereto that sets such record date may designate any
day as the "Record Expiration Date" and from time to time may change
the Record Expiration Date to any earlier or later day; provided,
however, that no such change shall be effective unless notice of the
proposed new Record Expiration Date is given to the other party hereto
in writing in the manner set forth in Section 1.5, and to each Holder
of Debentures in the manner set forth in Section 1.6, on or before the
existing Record Expiration Date. If a Record Expiration Date is not
designated with respect to any record date set pursuant to this
Section, the party hereto that set such record date shall be deemed to
have initially designated the 180th day after such record date as the
Record Expiration Date with respect thereto, subject to its right to
change the Record Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Record Expiration Date shall be
later than the 180th day after the applicable record date.

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

SECTION 1.5. NOTICES, ETC. TO INDENTURE 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 the following:

(a) the Indenture 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 Indenture Trustee at its
Corporate Trust Office; or

(b) the Company by the Indenture Trustee or by any Holder
shall be sufficient for every purpose (except as otherwise provided in
Section 5.1 hereof) hereunder if in writing and mailed, first class,
postage prepaid, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this instrument
or at any other address previously furnished in writing to the
Indenture Trustee by the Company.

SECTION 1.6. NOTICE TO HOLDERS; WAIVER. Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first class postage prepaid, to each Holder affected by such event, at the
address of such Holder as it appears in the Securities Register on the date
such notice is mailed, which shall be not later than the latest date (if any),
and not earlier than the earliest date (if any), prescribed for the giving of
such notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to

24
any particular Holder shall affect the sufficiency of such notice with respect
to other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Indenture
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver. In case by reason of the
suspension of regular mail service or by reason of any other cause it shall be
impracticable to give such notice by mail, then such notification as shall be
made with the approval of the Indenture Trustee shall constitute a sufficient
notification for every purpose hereunder.

SECTION 1.7. CONFLICT WITH TRUST INDENTURE ACT. If any provision
of this Indenture limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such act to be a part of and govern this
Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that
may be so modified or excluded, the former provision shall be deemed to apply.

SECTION 1.8. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 1.9. SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Indenture by the Company shall bind its successors, whether so
expressed or not.

SECTION 1.10. SEPARABILITY CLAUSE. In case any provision in this
Indenture or in the Debentures shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

SECTION 1.11. BENEFITS OF INDENTURE. Nothing in this Indenture or
in the Debentures, express or implied, shall give to any Person, other than the
parties thereto, any Paying Agent and their successors and assigns and the
Holders of the Debentures, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

SECTION 1.12. GOVERNING LAW. This Indenture and the Debentures
shall be governed by and construed in accordance with the laws of the State of
New York without regard to its principles of conflicts of laws.

SECTION 1.13. NON-BUSINESS DAYS. In any case where any Interest
Payment Date, Redemption Date or Stated Maturity of any Debenture shall not be
a Business Day, then (notwithstanding any other provision of this Indenture or
the Debentures) payment of interest or principal payable on such date will be
made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) except that if any
Interest Payment Date is in the next succeeding calendar year, then such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the Interest Payment Date or
Redemption Date or at the Stated Maturity; provided that no interest

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25
shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity.

SECTION 1.14. NO RECOURSE AGAINST OTHERS. A director, officer,
employee, stockholder or incorporator, as such, of the Company shall not have
any liability for any obligations of the Company under the Debentures or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder by accepting a Debenture waives and
releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Debentures.

SECTION 1.15. DUPLICATE ORIGINALS. All parties may sign any number
of copies or counterparts of this Indenture. Each signed copy or counterpart
shall be an original, but all of them together shall represent the same
agreement.

ARTICLE 2.
DEBENTURE FORM

SECTION 2.1. FORMS GENERALLY. The Debentures and the Indenture
Trustee's certificate of authentication shall be in substantially the forms set
forth in this Article with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with applicable tax laws or the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Debentures,
as evidenced by their execution of the Debentures.

The definitive Debentures shall be typewritten, printed, lithographed
or engraved or produced by any combination of these methods, if required by any
securities exchange on which the Debentures may be listed, on a steel engraved
border or steel engraved borders or may be produced in any other manner
permitted by the rules of any securities exchange on which the Debentures may
be listed, all as determined by the officers executing such Debentures, as
evidenced by their execution of such Debentures.

SECTION 2.2. FORM OF FACE OF DEBENTURE.

SUIZA FOODS CORPORATION

5 1/2% CONVERTIBLE SUBORDINATED DEBENTURE DUE APRIL 1, 2028, $_________

NO. CUSIP NO.

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26
Additional Sums and Liquidated Damages, if any, on said principal sum from
March 24, 1998 or from the most recent Interest Payment Date on which interest
has been paid or duly provided for, quarterly until the principal hereof is
paid or duly provided for or made available for payment subject to deferral as
set forth herein in arrears on January 1, April 1, July 1 and October 1 of each
year, (each such date, an "Interest Payment Date") commencing July 1, 1998 at
the rate of five and one-half percent (5 1/2%) per annum, until the principal
hereof shall have become due and payable, and thereafter such interest shall be
payable on demand.

Reference is hereby made to the further provisions of this Debenture
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by
the Indenture Trustee referred to on the reverse hereof by manual signature,
this Debenture shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

SUIZA FOODS CORPORATION

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

SECTION 2.3. FORM OF REVERSE OF DEBENTURE. This Debenture is one
of a duly authorized issue of Debentures of the Company (herein called the
"DEBENTURES") limited to the aggregate principal amount of $618,556,750, issued
and to be issued under an Indenture, dated as of March 24, 1998 (herein called
the "INDENTURE"), between the Company and Wilmington Trust Company, as
Indenture Trustee (herein called the "INDENTURE TRUSTEE," which term includes
any successor Indenture Trustee under the Indenture), to which the Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Indenture Trustee, the Company and the Holders of
the Debentures, and of the terms upon which the Debentures are, and are to be,
authenticated and delivered. All terms used in this Debenture that are defined
in the Indenture shall have the meanings assigned to them in the Indenture.

27
required by law or executive order to remain closed or a day on which the
Corporate Trust Office of the Indenture Trustee, or the principal office of the
Property Trustee under the Declaration, is closed for business. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Debenture (or one or more Predecessor Debentures, as defined
in the Indenture) is registered at the close of business on the Regular Record
Date for such interest installment, which shall be the date which is the
fifteenth day preceding such Interest Payment Date. Accrued interest that is
not paid on the applicable Interest Payment Date will bear additional interest
on the amount thereof (to the extent permitted by law) at the stated rate per
annum, compounded quarterly. The term "interest" as used herein shall include
quarterly interest payments, interest on quarterly interest payments not paid
on the applicable Interest Payment Date, Liquidated Damages (if any) and
Additional Sums, as applicable. Any such interest installment not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Debenture (or one or more Predecessor Debentures) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Indenture Trustee, notice whereof shall
be given to Holders of Debentures not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Debentures may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.

So long as no Event of Default under the Indenture (relating solely to
clauses (a) and (b) under the definition thereof in Section 5.1 of the
Indenture) has occurred and is continuing, the Company shall have the right
under the Indenture to defer the payment of interest (including any Additional
Sums or Liquidated Damages, if any, under this Debenture, at any time or from
time to time), for a period not exceeding 20 consecutive quarters with respect
to each deferral period (each such deferral period an "EXTENSION PERIOD").
During any such Extension Period, the Company shall not, and shall not permit
any Subsidiary to, (a) declare or pay any dividends on, make distributions with
respect to, or redeem, purchase, acquire, or make a liquidation payment with
respect to, any shares of the Company's Capital Stock or (b) make any payment
of principal, interest or premium, if any, on or repay, repurchase or redeem
any debt securities (including guarantees of indebtedness) issued by the
Company that rank pari passu with or junior to this Debenture (other than with
respect to both (a) and (b) (i) any dividend, redemption, liquidation,
interest, principal or guarantee payment by the Company where the payment is
made with securities (including Capital Stock) that rank pari passu with or
junior to the securities on which such dividend, redemption, liquidation,
interest, principal or guarantee payment is being made, (ii) payments under the
Guarantee, (iii) purchases of Common Stock related to the issuance of Common
Stock under any of the Company's benefit plans for its directors, officers or
employees, (iv) as a result of a reclassification of the Company's Capital
Stock or the exchange or conversion of one series or class of the Company's
Capital Stock for another series or class of the Company's Capital Stock, other
than dividends with respect to the Company's Series A Preferred Stock and (v)
the purchase of fractional interests in shares of the Company's Capital Stock
pursuant to the conversion or exchange provisions of such Capital Stock or the
security being converted or exchanged). Prior to the termination of any such
Extension Period the Company may further extend the interest payment period;
provided, however, that no Extension Period shall exceed 20

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consecutive quarters or extend beyond the Stated Maturity of this Debenture.
Upon the termination of any such Extension Period and upon the payment of all
amounts then accrued and unpaid, the Company may elect to begin a new Extension
Period, subject to the above requirements. No interest, including Additional
Interest, Additional Sums and Liquidated Damages, if any, shall be due and
payable during an Extension Period except at the end thereof. The Company
shall give the Indenture Trustee and the Property Trustee under the Declaration
notice of its election to begin any Extension Period at least one Business Day
prior to the earlier of (i) the record date for the date the distributions on
the Preferred Securities (or if no Preferred Securities are outstanding, for
the date interest on the Debentures) would have been payable except for the
election to begin such Extension Period and (ii) the date the Property Trustee
under the Declaration is (or if no Preferred Securities are outstanding, the
Indenture Trustee is) required to give notice to the New York Stock Exchange or
other applicable self-regulatory organizations or to holders of such Preferred
Securities (or, if no Preferred Securities are outstanding, to the holders of
such Debentures) of such election.

Payment of the principal of (and premium, if any) and interest on this
Debenture will be made [Insert, if a global security is issued: to the
Depositary Trust Company or its nominee] [Insert if securities in definitive
form are issued: at the Corporate Trust Office of the Indenture Trustee or at
the office or agency of the Paying Agent or Paying Agents as the Company may
designate maintained for that purpose in the United States], in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made (i) by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Securities Register or (ii) by wire transfer in immediately available funds at
such place and to such account as may be designated by the Person entitled
thereto as specified in the Securities Register, provided that proper transfer
instructions have been received by the Regular Record Date.

The indebtedness evidenced by this Debenture, including the principal
thereof, premium, if any, and interest thereon is, to the extent and in the
manner set forth in the Indenture, expressly subordinated and subject in right
of payment to the prior payment in full of all Senior Debt, as defined in the
Indenture, and this Debenture is issued subject to the provisions of the
Indenture, and each Holder of this Debenture, by accepting the same, agrees to
and shall be bound by such provisions and authorizes and directs the Indenture
Trustee on behalf of such Holder to take such action as may be necessary or
appropriate to acknowledge or effectuate, as between the Holder and the holders
of Senior Debt, the subordination as provided in the Indenture and appoints the
Indenture Trustee the attorney-in-fact of such Holder for any and all such
purposes.

At any time on or after April 2, 2001, the Company may, at its option,
subject to the terms and conditions of Article 11 of the Indenture, redeem this
Debenture in whole at any time or in part from time to time, at the Redemption
Prices set forth in Section 11.7 of the Indenture.

In the event of redemption of this Debenture in part only, a new
Debenture or Debentures for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

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If a Special Event shall occur and be continuing, this Debenture shall
be exchangeable for Preferred Securities in accordance with Section 11.8 of the
Indenture or, in certain circumstances, redeemable by the Company in accordance
with Section 11.7 of the Indenture.

Subject to the terms and conditions set forth in Article 13 of the
Indenture, this Debenture is convertible, at the option of the Holder hereof,
into shares of Common Stock (and/or such other cash, securities or property as
then provided for by the Indenture), all as provided in Article 13 of this
Indenture.

If an Event of Default shall occur and be continuing, the principal of
the Debentures may be declared due and payable in the manner, with the effect
and subject to the conditions provided in the Indenture.

As provided in and subject to the provisions of the Indenture, if an
Event of Default occurs and is continuing, then and in every such case the
Indenture Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Debentures may declare the principal amount of all the
Debentures to be due and payable immediately, by a notice in writing to the
Company (and to the Indenture Trustee if given by Holders); provided, however,
that, if upon an Event of Default, the Indenture Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Debentures fail to declare
the principal of all the Debentures to be immediately due and payable, the
holders of at least 25% in aggregate liquidation amount of the Preferred
Securities then outstanding shall have such right by a notice in writing to the
Company and the Indenture Trustee. Upon any such declaration, such principal
amount (or specified amount) of and the accrued interest (including any
Additional Interest, Additional Sums and Liquidated Damages, if any) on all the
Debentures shall become immediately due and payable, provided that the payment
of principal and interest (including any Additional Interest, Additional Sums
and Liquidated Damages, if any) on such Debentures shall remain subordinated to
the extent provided in Article 12 of the Indenture.

The Indenture contains provisions for satisfaction, discharge and
defeasance of the entire indebtedness of this Debenture upon compliance by the
Company with certain conditions set forth in the Indenture.

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consequences, and, should the Holders of the Debentures fail to annul and
rescind such declaration, the holders of a majority in liquidation amount of
the Preferred Securities then outstanding shall have the right. Any such
consent or waiver shall be conclusive and binding upon the Holder of this
Debenture and upon all future Holders of this Debenture and of any Debenture
issued upon the registration of transfer hereof or in exchange therefor or in
lieu hereof, whether or not notation of such consent or wavier is made upon
this Debenture.

No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest (including Additional Interest, if any,
Additional Sums, if any, and Liquidated Damages, if any) on this Debenture at
the times, place and rate, and in the coin or currency, herein prescribed.

Before sales pursuant to Shelf Registration Statement and prior to end
of Effectiveness Period: The holders of the Preferred Securities, the
Debentures, the Guarantee and the shares of Common Stock of the Company
issuable upon conversion of the Preferred Securities and Debentures
(collectively, the "REGISTRABLE SECURITIES") are entitled to the benefits of a
Registration Rights Agreement, dated as of March 24, 1998, among the Trust, the
Company and the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"). Pursuant to
the Registration Rights Agreement, the Company and the Trust have agreed for
the benefit of the holders of Registrable Securities that (i) the Company and
the Trust will, at the Company's cost, within 90 days after the date of
issuance of the Registrable Securities, file a shelf registration statement
(the "SHELF REGISTRATION STATEMENT") with the Commission with respect to the
resale of the Registrable Securities, (ii) the Company will use its best
efforts to cause such Shelf Registration Statement to be declared effective by
the Commission within 150 days after the date of issuance of the Registrable
Securities and (iii) the Company will use its best efforts to maintain such
Shelf Registration Statement continuously effective under the Securities Act
until the second anniversary of the date of issuance of the Registrable
Securities or such earlier date as is provided in the Registration Rights
Agreement (the "EFFECTIVENESS PERIOD"). The Company will be permitted to
suspend the use of the prospectus (which is a part of the Shelf Registration
Statement) in connection with sales of Registrable Securities by holders during
certain periods of time under certain circumstances.

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and 0.50% thereof from and after the 91st day following such Registration
Default. In the event that during the Effectiveness Period the Shelf
Registration Statement ceases to be effective, or the Company suspends the use
of the prospectus which is a part thereof, for more than 90 days, whether or
not consecutive, during any 12-month period then the interest rate borne by the
Debentures will increase by an additional 0.50% per annum from the 91st day of
the applicable 12-month period such Shelf Registration Statement ceases to be
effective or the Company suspends the use of the prospectus which is a part
thereof, as the case may be, until the earlier of such time as (i) the Shelf
Registration Statement again becomes effective, (ii) the use of the related
prospectuses ceases to be suspended or (iii) the Effectiveness Period expires.

As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Debenture is registrable in the Securities
Register, upon surrender of this Debenture for registration of transfer at the
office or agency of the Company maintained under Section 10.2 of the Indenture
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Debentures, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Debenture for registration of
transfer, the Company, the Indenture Trustee and any agent of the Company or
the Indenture Trustee may treat the Person in whose name this Debenture is
registered as the owner hereof for all purposes, whether or not this Debenture
be overdue, and neither the Company, the Indenture Trustee nor any such agent
shall be affected by notice to the contrary.

The Debentures are issuable only in registered form without coupons in
denominations of $50 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Debentures are
exchangeable for a like aggregate principal amount of Debentures of a different
authorized denomination, as requested by the Holder surrendering the same.

The Company and, by its acceptance of this Debenture or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Debenture agree that for United States federal, state and
local tax purposes it is intended that this Debenture constitute indebtedness.

No director, officer, employee, stockholder or incorporator of the
Company shall have any liability for any obligations of the Company under this
Debenture or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Holder by accepting this
Debenture waives and releases all such liability. Such waiver and release are
part of the consideration for the issuance of this Debenture.

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THE INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.

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ASSIGNMENT FORM

To assign this Debenture, fill in the form below:

(I) or (we) assign and transfer this Debenture to

- --------------------------------------------------------------------------------
(Insert assignee's social security or tax identification number)

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

- --------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint ______________________ agent to transfer this Debenture
on the books of the Company. The agent may substitute another to act for him.

Your Signature:
--------------------------------------------------
(Sign exactly as your name appears on the other side
of this Debenture)

Date:
------------------------------

Signature Guarantee:*
--------------------------------------------------

[Include the following if the Debenture bears a Restricted Securities Legend:]

In connection with any transfer of any of the Debentures evidenced by this
certificate, the undersigned confirms that such Debentures are being:

CHECK ONE BOX BELOW

(1) [__] exchanged for the undersigned's own account without transfer; or

(2) [__] transferred pursuant to and in compliance with Rule 144A under the
Securities Act of 1933;

(3) [__] transferred pursuant to and in compliance with Regulation S under
the Securities Act of 1933;

(4) [__] transferred pursuant to another available exemption from the
registration requirements of the Securities Act of 1933;

(5) [__] transferred pursuant to an effective Registration Statement under
the Securities Act of 1933.

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

* Signature must be guaranteed by an institution which is a member of one of
the following recognized Signature Guaranty Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP);
or (iv) in such other guarantee programs acceptable to the Indenture
Trustee.

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Unless one of the boxes is checked, the Indenture Trustee will refuse to
register any of the Debentures evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if box
(3) or (4) is checked, the Indenture Trustee may require, prior to registering
any such transfer of the Securities such legal opinions, certifications and
other information as the Company has reasonably requested in writing and
directed the Indenture Trustee to require confirmation that such transfer is
being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act of 1933 as amended (the
"SECURITIES ACT"), such as the exemption provided by Rule 144 under the
Securities Act; provided, further, that after the date that a shelf
Registration Statement under the Securities Act has been filed and so long as
such shelf Registration Statement continues to be effective, the Indenture
Trustee may only permit transfers for which box (5) has been checked.

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

- ------------------------------------- Signature
Signature Guarantee:*

- ------------------------------------- -------------------------------------
Signature must be guaranteed

[TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED]

The undersigned represents and warrants that the undersigned is
purchasing this Debenture for its own account or an account with respect to
which undersigned exercises sole investment discretion and that it and any such
account is a "QUALIFIED INSTITUTIONAL BUYER" within the meaning of Rule 144A
under the Securities Act, and is aware that the sale to undersigned is being
made in reliance on Rule 144A and acknowledges that undersigned has received
such information regarding the Company as the undersigned has requested
pursuant to Rule 144A or has determined not to request such information and
that undersigned is aware that the transferor is relying upon the undersigned's
foregoing representations in order to claim the exemption from registration
provided by Rule 144A.

Dated:
- ------------------------------------- -------------------------------------

-------------------------------------
Notice: To Be executed by an
executive officer]

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

* Signature must be guaranteed by an institution which is a member of one of
the following recognized Signature Guaranty Programs: (I) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP);
or (iv) in such other guarantee programs acceptable to the Indenture
Trustee.

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NOTICE OF CONVERSION

To: Suiza Foods Corporation

The undersigned owner of this Debenture hereby irrevocably exercises
the option to convert this Debenture, or the portion below designated, into
Common Stock of Suiza Foods Corporation in accordance with the terms of the
Indenture referred to in this Debenture, and directs that the shares issuable
and deliverable upon conversion, together with any check in payment for
fractional shares, be issued in the name of and delivered to the undersigned,
unless a different name has been indicated in the assignment below. If shares
are to be issued in the name of a person other than the undersigned, the
undersigned will pay all transfer taxes payable with respect thereto.

Any Holder, upon the exercise of undersigned's conversion rights in
accordance with the terms of the Indenture and the Debenture, agrees to be
bound by the terms of the Registration Rights Agreement relating to the Common
Stock issuable upon conversion of the Debenture.

Date:_______________________
in whole ___
in part ___ Portions of Debenture to be
converted ($50 or integral
multiples thereof):
$
---------------------------------
Signature (for conversion only)
Please Print or Typewrite
Name and Address, Including
Zip Code, and Social Security
or Other Identifying Number

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

Signature Guarantee:*

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

* Signature must be guaranteed by an institution which is a member of
one of the following recognized Signature Guaranty Programs: (i) The
Securities Transfer Agent Medallion Program (STAMP); (ii) The New York
Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion
Program (SEMP); or (iv) in such other guarantee programs acceptable to the
Indenture Trustee.

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SECTION 2.4. ADDITIONAL PROVISIONS REQUIRED IN GLOBAL DEBENTURE.
Any Global Debenture issued hereunder shall, in addition to the provisions
contained in Sections 2.2 and 2.3 bear a legend in substantially the following
form:

"This Debenture is a Global Debenture within the meaning of the
Indenture hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary. This Debenture is
exchangeable for Debentures registered in the name of a person other
than the Depositary or its nominee only in the limited circumstances
described in the Indenture and may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee
of the Depositary to the Depositary or another nominee of the
Depositary."

SECTION 2.5. FORM OF INDENTURE TRUSTEE'S CERTIFICATE OF
AUTHENTICATION. The form of Indenture Trustee's Certificate of Authentication
shall be as follows (or in the form provided in Section 6.15 in the event that
a separate Authenticating Agent is appointed pursuant thereto:

"This is one of the Debentures designated therein referred to in the
within mentioned Indenture.

WILMINGTON TRUST COMPANY,

as Indenture Trustee

By:

Authorized Signatory

Dated:
"
- ---------------------------------

SECTION 2.6. INITIAL ISSUANCE TO PROPERTY TRUSTEE. The Debentures
initially issued to the Property Trustee of the Trust shall be in the form of
one or more individual certificates in definitive, fully registered form
without distribution coupons and shall bear the following legend (the
"RESTRICTED SECURITIES LEGEND") unless the Company determines otherwise in
accordance with applicable law:

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THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT
RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE
COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OR EXCHANGE OF SUCH
SECURITY EXCEPT (A) TO SUIZA FOODS CORPORATION OR A SUBSIDIARY
THEREOF, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, OR (C)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
THE SECURITIES ACT (IF AVAILABLE) AND (3) AGREES THAT IT WILL DELIVER
TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH
ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY PRIOR TO THE EXPIRATION
OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED
HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
CERTIFICATE TO THE TRUSTEE FOR THE DEBENTURES (OR, IF THIS CERTIFICATE
EVIDENCES COMMON STOCK, SUCH HOLDER MUST FURNISH TO THE TRANSFER
AGENT), TOGETHER WITH SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS SUIZA FOODS CORPORATION, THE TRUSTEE OR THE TRANSFER
AGENT, AS APPLICABLE, MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THIS LEGEND WILL BE REMOVED AFTER THE EXPIRATION OF
THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED
HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT.

ARTICLE 3.
THE DEBENTURES

SECTION 3.1. TITLE AND AMOUNT OF DEBENTURES. The aggregate
principal amount at Stated Maturity of Debentures which may be authenticated
and delivered under this Indenture is $618,556,750, except for Debentures
authenticated and delivered upon registration of, transfer of, or in exchange
for, or in lieu of, other Debentures pursuant to Sections 3.4, 3.5, 3.6, 3.15,
9.6, 11.7 or 11.8. The Debentures shall be known and designated as "5 1/2%
Convertible

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38
Subordinated Debentures due April 1, 2028." Their Maturity shall be April 1,
2028 and they shall bear interest as provided in the form of Debenture and as
herein provided.

SECTION 3.2. DENOMINATIONS. The Debentures shall be in registered
form without coupons and shall be issuable in denominations of $50 and any
integral multiple thereof.

SECTION 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Debentures shall be executed on behalf of the Company by its President, Chief
Executive Officer, Chief Financial Officer, or one of its Executive Vice
Presidents. The signature of any of these officers on the Debentures may be
manual or facsimile.

Debentures 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 Debentures or did not
hold such offices at the date of such Debentures. Upon the execution and
delivery of this Indenture, and at any time from time to time after the
execution and delivery of this Indenture, Debentures may be executed by the
Company and delivered to the Indenture Trustee for authentication, together
with a Company Order for the authentication and delivery of such Debentures,
and the Indenture Trustee, in accordance with the Company Order, shall
thereupon authenticate and make said Debentures available for delivery without
any further action by the Company. Debentures may be authenticated on original
issuance from time to time and delivered pursuant to such procedures acceptable
to the Indenture Trustee ("Procedures") as may be specified from time to time
by Company Order. Procedures may authorize authentication and delivery
pursuant to oral instructions of the Company or a duly authorized agent, which
instructions shall be promptly confirmed in writing.

Each Debenture shall be dated the date of its authentication.

No Debenture shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose, unless there appears on such Debenture
a certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee by the manual signature of one of its
authorized officers, and such certificate upon any Debenture shall be
conclusive evidence, and the only evidence, that such Debenture has been duly
authenticated and delivered hereunder.

SECTION 3.4. TEMPORARY DEBENTURES. Pending the preparation of
definitive Debentures, the Company may execute, and upon Company Order the
Indenture Trustee shall authenticate and deliver, temporary Debentures which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any denomination, substantially of the tenor of the definitive Debentures in
lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Debentures
may determine, as evidenced by their execution of such Debentures.

If temporary Debentures are issued, the Company will cause definitive
Debentures to be prepared without unreasonable delay. After the preparation of
definitive Debentures, the

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39
temporary Debentures shall be exchangeable for definitive Debentures upon
surrender of the temporary Debentures at the office or agency of the Company
designated for the purpose without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Debentures, the Company shall execute
and the Indenture Trustee shall authenticate and make available for delivery in
exchange therefor a like principal amount of definitive Debentures of
authorized denominations. Until so exchanged, the temporary Debentures shall
in all respects be entitled to the same benefits under this Indenture as
definitive Debentures.

SECTION 3.5. REGISTRATION, TRANSFER AND EXCHANGE. The Company
shall cause to be kept at the Corporate Trust Office of the Indenture Trustee a
register in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Debentures and of transfers
of Debentures (such register is herein sometimes referred to as the "Securities
Register"). The Indenture Trustee is hereby appointed "Securities Registrar"
for the purpose of the registering Debentures and transfers and exchanges of
Debentures as herein provided.

Upon surrender for registration of transfer of any Debenture at the
office or agency of the Company designated pursuant to Section 10.2 for that
purpose, the Company shall execute, and the Indenture Trustee shall
authenticate and make available for delivery, in the name of the designated
transferee or transferees, one or more new Debentures of any authorized
denominations, of a like aggregate principal amount.

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

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

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

No service charge shall be made to a Holder for any transfer or
exchange of Debentures, 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 transfer or exchange of Debentures, other than exchanges pursuant to
Sections 3.4, 3.15, 9.6, 11.7 and 11.8.

Notwithstanding any of the foregoing, the Global Debenture shall be
exchangeable pursuant to this Section 3.5 for Debentures registered in the
names of Persons other than the Depositary for such Debenture or its nominee
only if (a) such Depositary notifies the Company

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40
that it is unwilling or unable to continue as Depositary for the Global
Debenture or if at any time such Depositary ceases to be a clearing agency
registered under the Securities Exchange Act, and the Company shall not have
appointed a successor depositary within 90 days after such notice, (b) the
Company executes and delivers to the Indenture Trustee a Company Order that the
Global Debenture shall be so exchangeable or (c) there shall have occurred and
be continuing an Event of Default. The Global Debenture shall be exchangeable
for Debentures registered in such names as such Depositary shall direct.

Any Holder of a Global Debenture shall, by acceptance of such Global
Debenture, agree that transfers of beneficial interests in such Global
Debenture may be effected only through a book entry system maintained by the
Holder of such Global Debenture (or its agent), and that ownership of a
beneficial interest in the Debentures represented thereby shall be required to
be reflected in book entry form. Transfers of a Global Debenture shall be
limited to transfers in whole and not in part, to the Depositary, its
successors, and their respective nominees. Interests of beneficial owners in a
Global Debenture may be transferred in accordance with the rules and procedures
of the Depositary (or its successors).

Neither the Company, the Securities Registrar nor the Indenture
Trustee shall be required, pursuant to the provisions of this Section, (a) to
issue, transfer or exchange any Debenture during a period beginning at the
opening of business 15 days before the day of selection for redemption of
Debentures pursuant to Article 11 and ending at the close of business on the
day of mailing of notice of redemption or (b) to transfer or exchange any
Debenture so selected for redemption in whole or in part, except, in the case
of any Debenture to be redeemed in part, any portion thereof not to be
redeemed.

The Debentures may not be transferred except in compliance with the
Restricted Securities Legend unless otherwise determined by the Company in
accordance with applicable law. Upon any distribution of the Debentures to the
holders of the Preferred Securities in accordance with the Declaration, the
Company and the Indenture Trustee shall enter into a supplemental indenture
pursuant to Section 9.1(i) to provide for transfer procedures and restrictions
with respect to the Debentures substantially similar to those contained in the
Declaration to the extent applicable in the circumstances existing at the time
of such distribution.

SECTION 3.6. MUTILATED, DESTROYED, LOST AND STOLEN DEBENTURES. If
any mutilated Debenture is surrendered to the Indenture Trustee, the Company
shall execute and the Indenture Trustee shall authenticate and make available
for delivery in exchange therefor a new Debenture and bearing a number not
contemporaneously outstanding.

If there shall be delivered to the Company and to the Indenture
Trustee (a) evidence to their satisfaction of the destruction, loss or theft of
any Debenture, and (b) such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of actual notice to the
Company or the Indenture Trustee that such Debenture has been acquired by a
protected purchaser, the Company shall execute and upon a Company Order, the
Indenture Trustee shall authenticate and make available for delivery, in lieu
of any such destroyed, lost or stolen Debenture, a new Debenture bearing a
number not contemporaneously outstanding.

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41
In case any such mutilated, destroyed, lost or stolen Debenture has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Debenture, pay such Debenture.

Upon the issuance of any new Debenture 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 Indenture Trustee) connected
therewith.

Every new Debenture issued pursuant to this Section in lieu of any
destroyed, lost or stolen Debenture shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Debenture 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 Debentures 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 Debentures.

SECTION 3.7. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
Interest (including Additional Interest, if any, Additional Sums, if any, and
Liquidated Damages, if any) on any Debenture which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date, shall be
paid to the Person in whose name that Debenture (or one or more Predecessor
Debentures) is registered at the close of business on the Regular Record Date
for such interest payment, except that interest payable on the Maturity of the
Debentures shall be paid to the Person to whom principal is paid.

Accrued interest that is not paid on the applicable Interest Payment
Date ("DEFAULTED INTEREST") will bear additional interest on the amount thereof
(to the extent permitted by law) at the stated rate per annum, compounded
quarterly. Defaulted Interest shall forthwith cease to be payable to the
registered Holder on the Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in clause (a) or (b) below:

(a) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Debentures (or
their respective Predecessors Debentures) 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 Indenture Trustee in writing of the amount of
Defaulted Interest proposed to be paid on the Debentures and the date
of the proposed payment, and at the same time the Company shall
deposit with the Indenture Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Indenture
Trustee for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the

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Persons entitled to such Defaulted Interest as in this Clause
provided. Upon receipt of such deposit, the Indenture 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 Indenture Trustee of the notice of the proposed
payment. The Indenture Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first
class, postage prepaid, to each Holder of the Debentures at the
address of such Holder as it appears in the Securities 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 Debentures (or their
respective Predecessor Debentures) are registered at the close of
business on such Special Record Date and shall no longer be payable
pursuant to the following clause (b).

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

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

SECTION 3.8. PERSONS DEEMED OWNERS. Prior to due presentment of a
Debenture for registration of transfer or exchanges, the Company, the Indenture
Trustee, the Paying Agent and any agent of the Company or the Indenture Trustee
or the Paying Agent may treat the Person in whose name any Debenture is
registered as the owner of such Debenture for the purpose of receiving payment
of principal of (and premium, if any) and (subject to Section 3.7) interest
(including Additional Interest, if any, Additional Sums, if any, and Liquidated
Damages, if any) on such Debenture and for all other purposes whatsoever,
whether or not such Debenture be overdue, and neither the Company, the
Indenture Trustee nor any agent of the Company or the Indenture Trustee shall
be affected by notice to the contrary.

SECTION 3.9. CANCELLATION. All Debentures surrendered for
payment, redemption, conversion, transfer or exchange shall, if surrendered to
any Person other than the Indenture Trustee, be delivered to the Indenture
Trustee, and any such Debentures and Debentures surrendered directly to the
Indenture Trustee for any such purpose shall be promptly canceled by the
Indenture Trustee. The Company may at any time deliver or cause to be
delivered to the Indenture Trustee for cancellation any Debentures previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Debentures so delivered shall be promptly
canceled by the Indenture Trustee. No Debentures

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shall be authenticated in lieu of or in exchange for any Debentures canceled as
provided in this Section, except as expressly permitted by this Indenture. All
canceled Debentures shall be returned to the Company by the Indenture Trustee.

SECTION 3.10. COMPUTATION OF INTEREST. Interest on the Debentures
shall be computed on the basis of a 360- day year of twelve 30-day months. For
periods of less than a month, interest shall be computed on the actual number
of elapsed days over a month of 30 days.

SECTION 3.11. DEFERRALS OF INTEREST PAYMENT DATES. So long as no
Event of Default (relating solely to clauses (a) and (b) under Section 5.1
hereof) has occurred and is continuing, the Company shall have the right to
defer the payment of interest (including Additional Interest, Additional Sums
and Liquidated Damages, if any) under the Debentures, at any time, or from time
to time, for a period not exceeding 20 consecutive quarters with respect to
each deferral period, but not to exceed the Stated Maturity (each such deferral
period an "EXTENSION PERIOD"). During any such Extension Period, the Company
shall not, and shall not permit any Subsidiary to, (a) declare or pay any
dividends on, make distributions with respect to, or redeem, purchase, acquire
or make a liquidation payment with respect to, any shares of the Company's
Capital Stock, other than dividends with respect to the Company's Series A
Preferred Stock, or (b) make any payment of principal, interest or premium, if
any, on or repay, repurchase or redeem any debt securities (including
guarantees of indebtedness) issued by the Company that rank pari passu with or
junior to the Debentures (other than with respect to both (a) and (b) (i) any
dividend, redemption, liquidation, interest, principal or guarantee payment by
the Company where the payment is made with securities (including Capital Stock)
that rank pari passu with or junior to the securities on which such dividend,
redemption, liquidation, interest, principal or guarantee payment is being
made, (ii) payments under the Guarantee, (iii) purchases of Common Stock
related to the issuance of Common Stock under any of the Company's benefit
plans for its directors, officers or employees, (iv) as a result of a
reclassification of the Company's Capital Stock or the exchange or conversion
of one series or class of the Company's Capital Stock for another series or
class of the Company's capital stock and (v) the purchase of fractional
interests in shares of the Company's Capital Stock pursuant to the conversion
or exchange provisions of such Capital Stock or the security being converted or
exchanged). Prior to the termination of any such Extension Period, the Company
may further extend the interest payment period; provided, however, that no such
Extension Period shall exceed 20 consecutive quarters or extend beyond the
Stated Maturity of the Debentures. Upon termination of any Extension Period
and upon the payment of all amounts then accrued and unpaid, the Company may
select a new Extension Period, subject to the above requirements. No interest
including Additional Interest and Liquidated Damages, if any, shall be due and
payable during an Extension Period, except at the end thereof. The Company
shall give the Indenture Trustee, the Property Trustee and other trustees under
the Declaration notice of its election to begin any Extension Period at least
one Business Day prior to the earlier of (i) the record date for the date the
distributions on the Preferred Securities of the Trust (or if no, Preferred
Securities are outstanding, for the date interest on the Debentures) would have
been payable except for the election to begin such Extension Period and (ii)
the date the Property Trustee under the Declaration (or, if no Preferred
Securities are outstanding, the Indenture Trustee) is required to give notice
to the New York Stock Exchange or other applicable self-regulatory organization
or to holders of such Preferred

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Securities (or, if no Preferred Securities are outstanding, to the holders of
such Debentures) of such record date, but in any event not less than one
Business Day prior to such record date. Such notice shall specify the
Expiration Period selected.

The Indenture Trustee, upon receipt of notice thereof from the
Company, shall promptly give notice, in the name and at the expense of the
Company, of the Company's election to begin an Extension Period to the Holders
of the Outstanding Debentures.

SECTION 3.12. RIGHT OF SET-OFF. Notwithstanding anything to the
contrary in this Indenture, the Company shall have the right to set-off any
payment it is otherwise required to make thereunder in respect of the
Debentures to the extent the Company has theretofore made, or is concurrently
on the date of such payment making, a payment relating to the Debentures under
the Guarantee.

SECTION 3.13. AGREED TAX TREATMENT. Each Debenture issued
hereunder shall provide that the Company and, by its acceptance of a Debenture
or a beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, such Debenture agree that for United States Federal,
state and local tax purposes it is intended that such Debenture constitute
indebtedness.

SECTION 3.14. CUSIP NUMBERS. The Company in issuing the Debentures
may use "CUSIP" numbers (if then generally in use), and, if so, the Indenture
Trustee shall use such "CUSIP" number provided to it by the Company in notices
of redemption as a convenience to Holders; provided, that any such notice may
state that no representation is made as to the correctness of such number
either as printed on the Debentures or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Debentures, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company will
promptly notify the Indenture Trustee of any change in CUSIP numbers.

SECTION 3.15. GLOBAL SECURITY.

(a) In connection with distribution of Debentures to
holders of the Preferred Securities in connection with the involuntary
or voluntary dissolution, winding-up or liquidation of the Trust as a
result of the occurrence of a Special Event or otherwise,

(i) the Debentures in certificated form may be
presented to the Indenture Trustee by the Property Trustee in
exchange for one or more global certificates (each a "Global
Debenture") in an aggregate principal amount equal to the
aggregate principal amount of all outstanding Debentures to be
registered in the name of the Depositary or its nominee, and
delivered by the Indenture Trustee to the Depositary or its
custodian, for crediting to the accounts of its participants
pursuant to the procedures of the Depositary. The Company
upon any such presentation shall execute a Global Debenture or
Global Debentures in such

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aggregate principal amount and deliver the same to the
Indenture Trustee for authentication and delivery in
accordance with this Indenture; and

(ii) if any Preferred Securities are held in a
form other than book-entry certificated form, the Debentures
in certificated form may be presented to the Indenture Trustee
by the Property Trustee under the Declaration and any
Preferred Security certificate which represents Preferred
Securities other than Preferred Securities held by the
Depositary or its nominee ("NON BOOK-ENTRY PREFERRED
SECURITIES") will be deemed to represent beneficial interests
in Debentures presented to the Indenture Trustee by the
Property Trustee having an aggregate principal amount equal to
the aggregate liquidation amount of the Non Book-Entry
Preferred Securities until such Preferred Security
certificates are presented to the Securities Registrar for
transfer or reissuance at which time such Non-Book Entry
Preferred Security certificates will be canceled and a
Debenture, registered in the name of the holder of the
Preferred Security certificate or the transferee of the holder
of such Preferred Security certificate, as the case may be,
with an aggregate principal amount equal to the aggregate
liquidation amount of the Preferred Security certificate so
canceled, will be executed by the Company and delivered to the
Indenture Trustee for authentication and delivery in
accordance with this Indenture. On issue of such Debentures,
Debentures with an equivalent aggregate principal amount that
were presented by the Property Trustee to the Indenture
Trustee will be deemed to have been canceled.

(b) A Global Debenture may be transferred, in whole but
not in part, only to another nominee of the Depositary, or to a
nominee of such successor Depositary.

(c) If (i) the Depositary notifies the Company that it is
unwilling or unable to continue as a depositary for such Global
Debenture and no successor depositary shall have been appointed within
90 days by the Company, (ii) the Depositary, at any time, ceases to be
a "clearing agency" registered under the Exchange Act at a time when
the Depositary is required to be so registered to act as such
Depositary and no successor Depositary shall have been appointed
within 90 days by the Company, (iii) the Company, in its sole
discretion, determines that such Global Debenture shall be so
exchangeable or (iv) there shall have occurred an Event of Default
with respect to such Debentures, as the case may be, the Company will
execute, and, subject to Article 3 of this Indenture, the Indenture
Trustee, upon written notice from the Company and receipt of a Company
Order, will authenticate and make available for delivery the
Debentures in definitive registered form without coupons, in
authorized denominations, and in an

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aggregate principal amount equal to the principal amount of the Global
Debenture, in exchange for such Global Debenture. In addition, upon
an Event of Default or if the Company may at any time determine that
the Debentures shall no longer be represented by a Global Debenture,
in such event the Company will execute, and subject to Section 3.5 of
this Indenture, the Indenture Trustee, upon receipt of an Officer's
Certificate evidencing such determination by the Company and a Company
Order, will authenticate and make available for delivery the
Debentures in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Debenture, in exchange for such
Global Debenture. Upon the exchange of the Global Debenture for such
Debentures in definitive registered form without coupons, in
authorized denominations, the Global Debenture shall be canceled by
the Indenture Trustee. Such Debentures in definitive registered form
issued in exchange for the Global Debenture shall be registered in
such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Indenture Trustee. The Indenture
Trustee shall deliver such Debentures to the Depositary for delivery
to the Persons in whose names such Debentures are so registered. Any
such Debentures issued pursuant to this Section 3.15 shall include the
Restricted Securities Legend, except that such legend may be removed
from such Debenture as provided in the next sentence. The Restricted
Securities Legend may be removed from a Debenture if there is
delivered to the Company such satisfactory evidence, which may include
an opinion of independent counsel as reasonably may be requested by
the Company to confirm that neither such legend nor the restrictions
on transfer set forth therein are required to ensure that transfers of
such Debenture will not violate the registration and prospectus
delivery requirements of the Securities Act; provided, however, that
the Indenture Trustee shall not be required to determine (but may rely
on a determination made by the Company, and shall be entitled to
receive an Officer's Certificate evidencing such determination with
respect to) the sufficiency of any such evidence. Upon receipt of
such evidence and an Officer's Certificate, the Indenture Trustee
shall authenticate and make available for delivery in exchange for
such Debenture, a Debenture or Debentures (representing the same
aggregate principal amount at Stated Maturity of the Debenture being
exchanged) without such legend. If the Restricted Securities Legend
has been removed from the Debenture, as provided above, no other
Debenture issued in exchange for all or any part of such Debenture
shall bear such legend unless the Company has reasonable cause to
believe that such other Debenture represents a "restricted security"
within the meaning of Rule 144 under the Securities Act and instructs
the Indenture Trustee in writing to cause a legend to appear thereon.

ARTICLE 4.
SATISFACTION AND DISCHARGE

SECTION 4.1. SATISFACTION AND DISCHARGE OF INDENTURE. This
Indenture shall cease to be of further effect (except as to (i) any surviving
rights of transfer, substitution and exchange of Debentures, (ii) rights
hereunder of Holders to receive payments of principal of (and premium, if any)
and interest (including Additional Interest, Additional Sums and Liquidated
Damages, if any) on the Debentures and other rights, duties and obligations of
the Holders as beneficiaries hereof with respect to the amounts, if any, so
deposited with the Indenture Trustee, and (iii) the rights of the Indenture
Trustee hereunder), and the Indenture Trustee, on written demand of and at the
expense of the Company, shall execute instruments supplied by the Company
acknowledging satisfaction and discharge of this Indenture, when

(a) either

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(i) all Debentures theretofore authenticated and
delivered (other than (i) Debentures which have been
destroyed, lost or stolen and which have been replaced or paid
as provided in Section 3.6 and (ii) Debentures for whose
payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as
provided in Section 10.3) have been delivered to the Indenture
Trustee for cancellation; or

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

(A) have become due and payable, or

(B) will become due and payable at their
Stated Maturity within one year of the date of
deposit or are to be called for redemption within one
year under irrevocable arrangements satisfactory to
the Indenture Trustee for the giving of notice of
redemption by the Company to the Indenture Trustee in
the name, and at the expense, of the Company, and the
Company has irrevocably deposited or caused to be
deposited with the Indenture Trustee as (in the case
of Debentures that have become due and payable) funds
in trust for such purpose an amount in the currency
or currencies in which the Debentures are payable
sufficient (without regard to investment of such
amount deposited) to pay and discharge the entire
indebtedness on the Debentures not theretofore
delivered to the Indenture Trustee for cancellation,
for principal (and premium, if any) and interest
(including Additional Interest, Additional Sums and
Liquidated Damages, if any) to the date of such
deposit (in the case of Debentures that have become
due and payable) or to the Stated Maturity, as the
case may be, or

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

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

Notwithstanding the satisfaction and discharge of this Indenture, (i)
the obligations of the Company to the Indenture Trustee under Section 6.7 and
the obligations of the Company to any Authenticating Agent under Section 6.14,
(ii) the conversion provisions contained in Article 13 and the redemption
provisions of Article 11 prior to the Redemption Date or date of Maturity, and
(iii) if money shall have been deposited with the Indenture Trustee pursuant to
subclause (ii) of clause (a) of this Section, the obligations of the Indenture
Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

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SECTION 4.2. APPLICATION OF TRUST MONEY. Subject to the
provisions of the last paragraph of Section 10.3, all money deposited with the
Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by
the Indenture Trustee, in accordance with the provisions of the Debentures and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Indenture Trustee
may determine, to the Persons entitled thereto, of the principal (and premium,
if any) and interest (including Additional Interest, Additional Sums and
Liquidated Damages, if any) for whose payment such money or obligations have
been deposited with or received by the Indenture Trustee; provided, however,
that if any Debenture is converted after the deposit of money with the
Indenture Trustee pursuant to Section 4.1, the Indenture Trustee shall pay over
to the Company out of the money so deposited an amount equal to the money
deposited in respect of the Debenture so converted and not previously paid with
respect to the Debenture so converted; and provided, further, such moneys need
not be segregated from other funds maintained by the Indenture Trustee except
to the extent required by law. If the Indenture Trustee or Paying Agent is
unable to apply any money in accordance with Section 4.1 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Debentures shall be revived
and reinstated as though no deposit had occurred pursuant to Section 4.1 until
such time as the Indenture Trustee or Paying Agent is permitted to apply all
such money in accordance with the first sentence of this Section 4.2; provided,
however, that if the Company has made any payment of interest on or principal
of any Debenture because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Debentures to receive
such payment from the assets held by the Indenture Trustee or Paying Agent.

ARTICLE 5.
REMEDIES

SECTION 5.1. EVENTS OF DEFAULT. "Event of Default," wherever used
herein with respect to the Debentures, means any one of the following events
(whatever the reason for such Event of Default and whether 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):

(a) failure for 30 days to pay any interest upon the Debentures,
including any Additional Interest and Liquidated Damages, if any, and any
Additional Sums, in respect thereof, when such amounts becomes due and payable
(subject to the deferral of any due date in the case of an Extension Period);
or

(b) failure to pay any principal of (or premium, if any, on) the
Debentures when due whether at Maturity, upon redemption, by declaration or
otherwise; or

(c) failure by the Company to deliver shares of the Common Stock
upon an appropriate election by the Holder or Holders of the Debentures to
convert such Debentures into shares of Common Stock; or

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(d) failure to observe or perform in any material respect any
other of the covenants or agreements of the Company contained in the Debentures
or contained in this Indenture and continuance of such failure for a period of
60 days after the date on which written notice of such failure, requiring the
same to be remedied and stating that such notice is a "NOTICE OF DEFAULT"
hereunder, shall have been given to the Company by the Indenture Trustee, or to
the Company and the Indenture Trustee by a Holder or Holders of at least 25% in
aggregate principal amount of the Debentures at the time Outstanding or the
Holder or Holders of at least 25% in aggregate liquidation preference of the
Preferred Securities at the time outstanding; or

(e) the dissolution, winding up or termination of the Trust,
except in connection with the distribution of Debentures to the Holders of
Preferred Securities in liquidation of the Trust upon the redemption of all the
outstanding Preferred Securities and upon certain mergers, consolidations or
amalgamations permitted by Section 9.5 of the Declaration; or

(f) the entry by a court having jurisdiction in the premises of
(i) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under United States bankruptcy laws, as now or hereafter
constituted, or any other applicable federal, state or foreign bankruptcy,
insolvency or other similar law or (ii) a decree or order adjudging the Company
a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of, or in respect of,
the Company under United States bankruptcy laws, as now or hereafter
constituted, or any other applicable federal, state or foreign bankruptcy,
insolvency, or similar law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of
any substantial part of the property or assets of the Company, or ordering the
winding-up or liquidation of the affairs of the Company, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or

(g) (i) the commencement by the Company of a voluntary case or
proceeding under United States bankruptcy laws, as now or hereafter
constituted, or any other applicable federal, state or foreign bankruptcy,
insolvency or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent; or (ii) the consent by the Company to the
entry of a decree or order for relief in respect of the Company in an
involuntary case or proceeding under United States bankruptcy laws, as now or
hereafter constituted, or any other applicable federal, state or foreign
bankruptcy, insolvency, or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against the Company; or (iii) the
filing by the Company of a petition or answer or consent seeking reorganization
or relief under United States bankruptcy laws, as now or hereafter constituted,
or any other applicable federal, state or foreign bankruptcy, insolvency or
other similar law; or (iv) the consent by the Company to the filing of such
petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of
the Company or of any substantial part of the property or assets of the
Company, or the making by the Company of an assignment for the benefit of
creditors; or (v) the admission by the Company in writing of its inability to
pay its debts generally as they become due; or (vi) the taking of corporate
action by the Company in furtherance of any such action.

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SECTION 5.2. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
If an Event of Default (other than an Event of Default specified in Section
5.1(e) or (f)) occurs and is continuing, then and in every such case the
Indenture Trustee or the Holders of not less than 25% in aggregate principal
amount of the Outstanding Debentures may declare the principal amount of all
the Debentures to be due and payable immediately, by a notice in writing to the
Company (and to the Indenture Trustee if given by Holders); provided, however,
that, if upon an Event of Default, the Indenture Trustee or the Holders of not
less than 25% in aggregate principal amount of the Outstanding Debentures fail
to declare the principal of all the Debentures to be immediately due and
payable, the holders of at least 25% in aggregate liquidation amount of the
Preferred Securities then outstanding shall have the right to make the
declaration by a notice in writing to the Company and the Indenture Trustee,
and upon any such declaration such principal amount (including premium, if any)
of and the accrued interest (including Additional Interest and Liquidated
Damages, if any) and Additional Sums, if any, on all the Debentures shall
become immediately due and payable, provided that the payment of principal
(including premium, if any) and interest (including Additional Interest and
Liquidated Damages, if any) and Additional Sums, if any, on the Debentures
shall remain subordinated to the extent provided in Article 12. If an Event of
Default specified in Section 5.1(e) or (f) occurs, the principal amount of,
premium, if any, on and any accrued interest (including Additional Interest and
Liquidated Damages, if any) and Additional Sums, if any, on all of the
Debentures then Outstanding shall ipso facto become immediately due and payable
without any declaration or other Act on the part of the Indenture Trustee or
any Holder.

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

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

(A) all overdue installments of interest
(including any Additional Interest and Liquidated
Damages, if any) and Additional Sums, if any, on the
Debentures;

(B) the principal of (and premium, if
any, on) the Debentures which have become due
otherwise than by such declaration of acceleration
and interest thereon at the rate borne by the
Debentures;

(C) to the extent that payment of such
interest is lawful, interest (including Additional
Interest, Additional Sums and Liquidated Damages, if
any) upon overdue installments of interest at the
rate borne by the Debentures;

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

(ii) all Events of Default with respect to
Debentures, other than the non-payment of the principal of the
Debentures which has become due solely by such acceleration,
have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right
consequent thereon. If the holders of a majority in aggregate principal amount
of the Outstanding Debentures fail to rescind and annul such declaration and
its consequences, the holders of a majority in aggregate liquidation amount of
the Preferred Securities then outstanding shall have such right.

SECTION 5.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY INDENTURE TRUSTEE. The Company covenants that if an Event of Default under
Section 5.1(a) or Section 5.1(b) shall occur, the Company will, upon demand of
the Indenture Trustee, pay to it, for the benefit of the Holders of the
Debentures, the whole amount then due and payable on the Debentures for
principal (and premium, if any) and interest (including Additional Interest,
Additional Sums and Liquidated Damages, if any), including, to the extent that
payment of such interest shall be lawful, interest on any overdue principal
(and premium, if any) and on any overdue installments of interest (including
Additional Interest, Additional Sums and Liquidated Damages, if any) at the
rate borne by the Debentures, and, in addition thereto, all amounts owing the
Indenture Trustee under Section 6.7.

If the Company fails to pay such amounts forthwith upon such demand,
the Indenture 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 the Debentures
and, subject to the provisions of Article 12, 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 the Debentures, wherever situated.

If an Event of Default occurs and is continuing, the Indenture Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of the Debentures by such appropriate judicial proceedings as
the Indenture 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.

If an Event of Default occurs and shall be continuing as to the
Debentures, the Indenture Trustee will have the right to declare the principal
of (premium, if any, on) and interest (including Additional Interest,
Additional Sums or Liquidated Damages, if any) and any other amounts payable
under the Indenture to be forthwith due and payable and to enforce the right as
a creditor with respect to the Debentures.

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SECTION 5.4. INDENTURE 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 Debentures or
the property of the Company or of such other obligor or their creditors:

(a) the Indenture Trustee (irrespective of whether the
principal of the Debentures shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether
the Indenture Trustee shall have made any demand on the Company for
the payment of overdue principal (and premium, if any) or interest
(including Additional Interest, Additional Sums and Liquidated
Damages, if any)) shall be entitled and empowered, by intervention in
such proceeding or otherwise,

(i) to file proof of a claim for the whole amount
of principal (and premium, if any) and interest (including
Additional Interest, Additional Sums and Liquidated Damages,
if any) owing and unpaid in respect to the Debentures and to
file such other papers or documents as may be necessary or
advisable and to take any and all actions as are authorized
under the Trust Indenture Act in order to have the claims of
the Holders, the Indenture Trustee and any predecessor to the
Indenture Trustee under Section 6.7 allowed in any such
judicial proceedings; and

(ii) in particular, the Indenture Trustee shall be
authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute
the same in accordance with Section 5.6; and

(b) any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Holder to make such
payments to the Indenture Trustee for distribution in accordance with
Section 5.6, and in the event that the Indenture Trustee shall consent
to the making of such payments directly to the Holders, to pay to the
Indenture Trustee any amount due to it and any predecessor Indenture
Trustee under Section 6.7.

Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting
the Debentures or the rights of any Holder thereof, or to authorize the
Indenture Trustee to vote in respect of the claim of any Holder in any such
proceeding; provided, however, that the Indenture Trustee may, on behalf of the
Holders, vote for the election of a trustee in bankruptcy or similar official
and be a member of a creditors' or other similar committee.

SECTION 5.5. INDENTURE TRUSTEE MAY ENFORCE CLAIM WITHOUT
POSSESSION OF DEBENTURES. All rights of action and claims under this Indenture
or the Debentures may be prosecuted and enforced by the Indenture Trustee
without the possession of any of the Debentures or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Indenture Trustee shall be brought in its own name as a trustee of an express
trust, and any recovery of judgment shall, after provision for the payment of
all the amounts

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owing the Indenture Trustee and any predecessor Indenture Trustee under Section
6.7, its agents and counsel, be for the ratable benefit of the Holders of the
Debentures in respect of which such judgment has been recovered.

SECTION 5.6. APPLICATION OF MONEY COLLECTED. Any money or
property collected or to be applied by the Indenture Trustee with respect to
the Debentures pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Indenture Trustee and, in case of the
distribution of such money or property on account of principal (or premium, if
any) or interest (including Additional Interest, Additional Sums and Liquidated
Damages, if any), upon presentation of the Debentures and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Indenture Trustee and
any predecessor Indenture Trustee under Section 6.7,

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

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

SECTION 5.7. LIMITATION ON SUITS. No Holder of the Debentures,
including a holder of Preferred Securities acting to enforce the rights of the
Property Trustee as a Holder of the Debentures pursuant to Section 6.8 of the
Declaration, shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture or for the appointment of a receiver,
assignee, trustee, liquidator, sequestrator (or other similar official) or for
any other remedy hereunder, unless:

(a) such Holder has previously given written notice to
the Indenture Trustee of a continuing Event of Default;

(b) if the Trust is not the sole holder of the
Outstanding Debentures, the Holders of not less than 25% in principal
amount of the Outstanding Debentures shall have made written request
to the Indenture Trustee to institute proceedings in respect of such
Event of Default in its own name as Indenture Trustee hereunder;

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

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

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

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
Holders of the Debentures, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

SECTION 5.8. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST. Notwithstanding any other provision in this Indenture,
the Holder of any Debenture shall have the right which is absolute and
unconditional to receive payment of the principal of (and premium, if any) and
(subject to Section 3.7) interest (including any Additional Interest,
Additional Sums and Liquidated Damages) on such Debenture on the Maturity or to
convert such Debenture in accordance with Article 13 and to institute suit for
the enforcement of any such payment and right to convert, and such right shall
not be impaired without the consent of such Holder. For so long as any
Preferred Securities remain Outstanding, to the fullest extent permitted by law
and subject to the terms of this Indenture and the Declaration, upon an Event
by Default specified in Sections 5.1(a) or 5.1(b), any holder of Preferred
Securities shall have the right to institute a proceeding directly against the
Company for enforcement of payment to such holder of the principal amount of or
interest on Debentures having a principal amount equal to the liquidation
preference of the Preferred Securities of such holder (a "DIRECT ACTION").
Notwithstanding any payment made to such holder of Preferred Securities by the
Company in connection with a Direct Action, the Company shall remain obligated
to pay the principal of or interest on the Debentures held by the Trust or the
Property Trustee. In connection with any such Direct Action, the Company will
be subrogated to the rights of any holder of the Preferred Securities to the
extent of any payment made by the Company to such holder of Preferred
Securities as a result of such Direct Action. Except as set forth in this
Article, the other holders of Preferred Securities shall have no right to
exercise directly any other rights or remedy available to the Holders of or in
respect of, the Debentures.

SECTION 5.9. RESTORATION OF RIGHTS AND REMEDIES. If the Indenture
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Indenture
Trustee or to such Holder, then and in every such case the Company, the
Indenture Trustee and the Holder 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 Indenture Trustee and
the Holders shall continue as though no such proceeding had been instituted.

SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided in Section 3.6, no right or remedy herein conferred upon or reserved
to the Indenture Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and

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remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 5.11. DELAY OR OMISSION NOT WAIVER. No delay or omission
of the Indenture Trustee or of any Holder of the Debentures to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy, or constitute a waiver of any such Event of Default or an
acquiescence therein.

Every right and remedy given by this Article or by law to the
Indenture Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Indenture Trustee or by the Holders,
as the case may be.

SECTION 5.12. CONTROL BY HOLDERS. The Holders of a majority in
principal amount of the Outstanding Debentures shall have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the Indenture Trustee or exercising any trust or power conferred
on the Indenture Trustee, with respect to the Debentures, provided that:

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

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

(c) subject to the provisions of Section 6.1, the
Indenture Trustee shall have the right to decline to follow such
direction if the Indenture Trustee in good faith shall, by a
Responsible Officer or Responsible Officers of the Indenture Trustee,
determine that the proceeding so directed would be unjustly
prejudicial to the Holders not joining in any such direction or would
involve the Indenture Trustee in personal liability.

SECTION 5.13. WAIVER OF PAST DEFAULTS. Subject to Section 9.2
hereof, the Holders of not less than a majority in principal amount of the
Outstanding Debentures may on behalf of the Holders of all the Debentures waive
any past Event of Default or Default hereunder with respect to Debentures and
its consequences, except a default:

(a) in the payment of the principal of (or premium, if
any, on) or interest (including Additional Interest, Additional Sums
and Liquidated Damages, if any) on the Debentures (unless such default
has been cured and a sum sufficient to pay all matured installments of
interest and principal due otherwise than by acceleration has been
deposited with the Indenture Trustee); or

(b) in respect of a covenant or provision hereof which
under Article 9 cannot be modified or amended without the consent of
the Holder of each Outstanding Debenture; provided, however, that if
the Debentures are held by the Trust or the Property

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Trustee of the Trust, such waiver shall not be effective until the
holders of a majority in liquidation amount of Trust Securities shall
have consented to such waiver; provided, further, that if the consent
of the Holder of each Outstanding Debenture affected thereby is
required, such waiver shall not be effective until each holder of the
Trust Securities affected thereby shall have consented to such waiver.

Upon any such waiver, such Event of Default or 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 Event of Default or Default or impair any right
consequent thereon. If the Holders of a majority in aggregate principal amount
of the Outstanding Debentures fail to waive such Event of Default, the Holders
of a majority in aggregate liquidation amount of the outstanding Preferred
Securities shall have such right. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

SECTION 5.14. UNDERTAKING FOR COSTS. All parties to this Indenture
agree, and each Holder of any Debenture 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 Indenture Trustee for any action taken or omitted by it as
Indenture Trustee the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Indenture 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
Debentures, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest (including
Additional Interest, Additional Sums and Liquidated Damages, if any) on the
Debentures on or after the Maturity of the Debentures or to convert a Debenture
in accordance with Article 13.

SECTION 5.15. WAIVER OF USURY, 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 usury, 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 Indenture Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

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ARTICLE 6.
THE INDENTURE TRUSTEE

SECTION 6.1. CERTAIN DUTIES AND RESPONSIBILITIES.

(a) Except during the continuance of an Event of Default,

(i) the Indenture Trustee undertakes to perform
such duties and only such duties as are specifically set forth
in this Indenture, and no implied covenants or obligations
shall be read into this Indenture against the Indenture
Trustee; and

(ii) in the absence of bad faith on its part, the
Indenture Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the
Indenture Trustee and conforming to the requirements of this
Indenture, but in the case of any such certificates or
opinions which by any provisions hereof are specifically
required to be furnished to the Indenture Trustee, the
Indenture Trustee shall be under a duty to examine the same to
determine whether or not on their face they conform to the
requirements of this Indenture.

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

(c) No provision of this Indenture shall be construed to
relieve the Indenture Trustee from liability for its own negligent
action, its own negligent failure to act, or its own willful
misconduct except as follows:

(i) this Subsection shall not be construed to
limit the effect of Subsection (a) or (b) of this Section;

(ii) the Indenture Trustee shall not be liable for
any error of judgment made in good faith by a Responsible
Officer, unless it shall be proved that the Indenture Trustee
was negligent in ascertaining the pertinent facts; and

(iii) the Indenture Trustee shall not be liable
with respect to any action taken or omitted to be taken by it
in good faith in accordance with the direction of Holders
pursuant to Section 5.12 relating to the time, method and
place of conducting any proceeding for any remedy available to
the Indenture Trustee, or exercising any trust or power
conferred upon the Indenture Trustee, under this Indenture.

(d) No provision of this Indenture shall require the
Indenture Trustee to expend or risk its own funds or otherwise incur
any financial liability in the performance of

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any of its duties hereunder, or in the exercise of any of its rights
or powers, the Indenture Trustee reasonably believes that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

(e) 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 Indenture Trustee shall be
subject to the provisions of this Section.

SECTION 6.2. NOTICE OF DEFAULTS. Within 90 days after a
Responsible Officer of the Indenture Trustee obtains actual knowledge of the
occurrence of any Event of Default or Default hereunder, the Indenture Trustee
shall transmit by mail to all Holders of Debentures, as their names and
addresses appear in the Securities Register, notice of such Event of Default or
Default hereunder known to the Indenture Trustee, unless such Default shall
have been cured or waived; provided, however, that, except in the case of an
Event of Default or Default in the payment of the principal of (or premium, if
any) or interest (including Additional Interest, Additional Sums and Liquidated
Damages, if any) on any Debenture, the Indenture Trustee shall be protected in
withholding such notice if and so long as a Responsible Officer of the
Indenture Trustee in good faith determines that the withholding of such notice
is in the interests of the Holders of Debentures; provided, further, that,
except in the case of any Event of Default or Default of the character
specified in Section 5.1(d), no such notice to Holders of the Debentures shall
be given until at least 30 days after the occurrence thereof.

SECTION 6.3. CERTAIN RIGHTS OF INDENTURE TRUSTEE. Subject to the
provisions of Section 6.1:

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

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

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

(d) the Indenture Trustee may consult with counsel of its
selection 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;

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

(f) the Indenture Trustee is not required to expend or
risk its own funds or otherwise incur personal financial liability in
the performance of its duties if the Indenture Trustee reasonably
believes that repayment or adequate indemnity is not reasonably
assured to it.

(g) the Indenture 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, indenture, Debenture or other paper
or document, but the Indenture Trustee in its discretion may make such
inquiry or investigation into such facts or matters as it may see fit,
and, if the Indenture Trustee shall determine to make such inquiry or
investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney; and

(h) the Indenture Trustee may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys and the Indenture Trustee shall not
be responsible for any misconduct or negligence on any part of any
agent or attorney appointed with due care by it hereunder.

(i) the Indenture Trustee shall not be liable for any
action taken, suffered, or omitted to be taken by it in good faith,
without negligence and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this
Indenture.

SECTION 6.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
DEBENTURES. The recitals contained herein and in the Debentures, except the
Indenture Trustee's certificates of authentication, shall be taken as the
statements of the Company, and neither the Indenture Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The
Indenture Trustee makes no representations as to the validity or sufficiency of
this Indenture or of the Debentures. Neither the Indenture Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of the Debentures or the proceeds thereof.

SECTION 6.5. MAY HOLD DEBENTURES. The Indenture Trustee, any
Paying Agent, any Securities Registrar, any Authenticating Agent or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Debentures and, subject to Sections 6.8 and 6.13, may
otherwise deal with the Company with the same rights it would have if it were
not Indenture Trustee, Paying Agent, Securities Registrar, Authenticating Agent
or such other agent.

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SECTION 6.6. MONEY HELD IN TRUST. Money held by the Indenture
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Indenture Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed
in writing with the Company.

SECTION 6.7. COMPENSATION AND REIMBURSEMENT. The Company agrees
as follows:

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

(b) to reimburse the Indenture Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or
made by the Indenture Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel) incurred in connection with
the Indenture Trustee's discharge of its duties hereunder; and

(c) to the fullest extent permitted by law to indemnify
the Indenture Trustee (including in its individual capacity) for, and
to hold it harmless against, any loss, liability, damages, claims or
expense (including the reasonable compensation and the expenses and
disbursements of its agents and counsel) to the extent incurred
without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this Indenture or
the performance of its duties hereunder, including the reasonable
costs and expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or
duties hereunder.

To secure the Company's payment obligations in this Section, the
Company and the Holders agree that the Indenture Trustee shall have a lien
prior to the Debentures on all money or property held or collected by the
Indenture Trustee except assets held in trust to pay principal and premium, if
any, or interest on particular Debentures pursuant to Section 4.1(a)(ii)(B), or
pursuant to any redemption pursuant to Article 11 hereof if monies have been
deposited for such redemption and notice has been given and the Redemption Date
has passed. Such lien shall survive the satisfaction and discharge of this
Indenture.

When the Indenture Trustee incurs expenses or renders services after
an Event of Default specified in Section 5.1(e) or (f) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Code or a successor statute.

The provisions of this Section 6.7 shall survive the discharge or
termination of this Indenture and shall survive the resignation or removal of
the Indenture Trustee.

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SECTION 6.8. DISQUALIFICATION; CONFLICTING INTERESTS. The
Indenture Trustee shall be subject to the provisions of Section 310(b) of the
Trust Indenture Act. Nothing herein shall prevent the Indenture Trustee from
filing with the Commission the application referred to in the second to last
paragraph of Section 310(b) of the Trust Indenture Act. The Declaration and
the Guarantee shall be deemed to be specifically described in this Indenture
for the purposes of clause (i) of the first proviso contained in Section 310(b)
of the Trust Indenture Act.

SECTION 6.9. CORPORATE INDENTURE TRUSTEE REQUIRED; ELIGIBILITY.
There shall at all times be a Indenture Trustee hereunder which shall be as
follows:

(a) a corporation, banking corporation, national banking
association or other Person organized and doing business under the
laws of the United States of America or of any State, Territory or the
District of Columbia, authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by Federal,
State, Territorial or District of Columbia authority; or

(b) a corporation or other Person organized and doing
business under the laws of a foreign government that is permitted to
act as Indenture Trustee pursuant to a rule, regulation or order of
the Commission, authorized under such laws to exercise corporate trust
powers, and subject to supervision or examination by authority of such
foreign government or a political subdivision thereof substantially
equivalent to supervision or examination applicable to United States
institutional Indenture Trustees;

in either case having a combined capital and surplus of at least $100,000,000,
subject to supervision or examination by Federal or State authority. If such
corporation, banking corporation, national banking association or other Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then, for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Indenture 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. Neither the Company nor any Person directly or
indirectly controlling, controlled by or under common control with the Company
shall serve as Indenture Trustee hereunder.

SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(a) No resignation or removal of the Indenture Trustee
and no appointment of a successor Indenture Trustee pursuant to this
Article shall become effective until the acceptance of appointment by
the successor Indenture Trustee under Section 6.11.

(b) The Indenture Trustee may resign at any time by
giving written notice thereof to the Company. If an instrument of
acceptance by a successor Indenture Trustee shall not have been
delivered to the Indenture Trustee, with a copy for the Company,

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within 30 days after the giving of such notice of resignation, the
resigning Indenture Trustee may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.

(c) The Indenture Trustee may be removed at any time by
Act of the Holders of a majority in principal amount at Stated
Maturity of the Outstanding Debentures, delivered to the Indenture
Trustee and to the Company.

(d) If at any time:

(i) the Indenture Trustee shall fail to comply
with Section 6.8 after written request therefor by the Company
or by any Holder who has been a bona fide Holder of a
Debenture for at least six months, or

(ii) the Indenture Trustee shall cease to be
eligible under Section 6.9 and shall fail to resign after
written request therefor by the Company or by any such Holder,
or

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

then, in any such case, (A) the Company by Board Resolution may remove the
Indenture Trustee, or (B) subject to Section 5.14, any Holder who has been a
bona fide Holder of a Debenture for at least six months may, on behalf of
himself and all other similarly situated Holders, petition any court of
competent jurisdiction for the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee.

(e) If the Indenture Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office
of Indenture Trustee for any cause with respect to the Debentures, the
Company, by a Board Resolution, shall promptly appoint a successor
Indenture Trustee. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a
successor Indenture Trustee with respect to the Debentures shall be
appointed by Act of the Holders of a majority in principal amount of
the Outstanding Debentures delivered to the Company and the retiring
Indenture Trustee, the successor Indenture Trustee so appointed shall,
forthwith upon its acceptance of such appointment become the successor
Indenture Trustee and supersede the successor Indenture Trustee
appointed by the Company. If no successor Indenture Trustee shall
have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, any Holder who has
been a bona fide Holder of a Debenture for at least six months may,
subject to Section 5.14, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the
appointment of a successor Indenture Trustee.

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(f) The Company shall give notice of each resignation and
each removal of the Indenture Trustee and each appointment of a
successor Indenture Trustee by mailing written notice of such event by
first-class mail, postage prepaid, to the Holders of the Debentures as
their name and addresses appear in the Securities Register. Each
notice shall include the name of the successor Indenture Trustee and
the address of its Corporate Trust Office.

SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

(a) In case of the appointment hereunder of a successor
Indenture Trustee, every such successor Indenture Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the
retiring Indenture Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Indenture
Trustee shall become effective and such successor Indenture Trustee,
without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Indenture
Trustee, but, on the request of the Company or the successor Indenture
Trustee, such retiring Indenture Trustee shall, upon payment of all
amounts then due under Section 6.7, execute and deliver an instrument
transferring to such successor Indenture Trustee all the rights,
powers and trusts of the retiring Indenture Trustee and shall duly
assign, transfer and deliver to such successor Indenture Trustee all
property and money held by such retiring Indenture Trustee hereunder,
subject however to its lien, if any, provided for in Section 6.7.

(b) Upon request of any such successor Indenture Trustee,
the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Indenture
Trustee all rights, power and trusts referred to in paragraph (a) of
this Section.

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

SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation, banking corporation, national banking association
or other Person into which the Indenture Trustee may be merged or converted or
with which it may be consolidated, or any corporation, banking corporation,
national banking association or other Person resulting from any merger,
conversion or consolidation to which the Indenture Trustee shall be a party, or
any corporation, banking corporation, national banking association or other
Person succeeding to all or substantially all of the corporate trust business
of the Indenture Trustee, shall be the successor of the Indenture Trustee
hereunder; provided, however, that such corporation, banking corporation,
national banking association or other Person shall be otherwise qualified and
eligible under this Article and the Trust Indenture Act, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto. In case any Debentures shall have been authenticated, but not
delivered, by the Indenture Trustee then in office, any successor by merger,

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conversion or consolidation to such authenticating Indenture Trustee may adopt
such authentication and deliver the Debentures so authenticated, and in case
any Debentures shall not have been authenticated, any successor to the
Indenture Trustee may authenticate such Debentures either in the name of any
predecessor Indenture Trustee or in the name of such successor Indenture
Trustee, and in all cases the certificate of authentication shall have the full
force which it is provided anywhere in the Debentures or in this Indenture that
the certificate of the Indenture Trustee shall have.

SECTION 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
If and, when the Indenture Trustee shall be or become a creditor of the Company
(or any other obligor upon the Debentures), the Indenture Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor).

SECTION 6.14 APPOINTMENT OF AUTHENTICATING AGENT. The Indenture
Trustee may appoint an Authenticating Agent or Agents with respect to the
Debentures which shall be authorized to act on behalf of the Indenture Trustee
to authenticate the Debentures issued upon exchange, registration of transfer
or partial redemption thereof, and Debentures 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 Indenture Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Debentures by the Indenture Trustee or the Indenture Trustee's certificate
of authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Indenture Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation, banking corporation, national banking association or other
Person organized and doing business under the laws of the United States of
America, or of any State, Territory or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $100,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such Authenticating Agent shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

Any corporation, banking corporation, national banking association or
other Person into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation, banking corporation,
national banking association or other Person resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a
party, or any corporation, banking corporation, national banking association or
other Person succeeding to all or substantially all of the corporate trust
business of an Authenticating Agent shall be the successor Authenticating Agent
hereunder; provided, however, that such corporation, banking corporation,
national banking association or other Person shall be otherwise eligible under
this Section, without the execution or filing of any paper or any further act
on the part of the Indenture Trustee or the Authenticating Agent.

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An Authenticating Agent may resign at any time by giving written
notice thereof to the Indenture Trustee and to the Company. The Indenture
Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or in
case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Indenture Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall give notice of such appointment in the manner provided in
Section 1.6 to all Holders of the Debentures. 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. No successor Authenticating
Agent shall be appointed unless eligible under the provision of this Section.

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

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

"This is one of the Debentures referred to in the within-mentioned
indenture.

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

WILMINGTON TRUST COMPANY Dated:
As Indenture Trustee --------------

By:
---------------------------
As Authenticating Agent

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

ARTICLE 7.
HOLDERS LISTS AND REPORTS BY INDENTURE TRUSTEE AND COMPANY

SECTION 7.1. COMPANY TO FURNISH NAMES AND ADDRESSES OF HOLDERS.
The Company will furnish or cause to be furnished to the Indenture Trustee the
following:

(a) quarterly at least five Business Days before each
Interest Payment Date, a list, in such form as the Indenture Trustee
may reasonably require, of the names and addresses of the Holders as
of the related Regular Record Date; and

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(b) at such other times as the Indenture 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;

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

SECTION 7.2. PRESERVATION OF INFORMATION; COMMUNICATIONS TO
HOLDERS.

(a) The Indenture Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Indenture Trustee
as provided in Section 7.1 and the names and addresses of Holders
received by the Indenture Trustee in its capacity as Securities
Registrar. The Indenture Trustee may destroy any list furnished to it
as provided in Section 7.1 upon receipt of a new list so furnished.

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

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

SECTION 7.3. REPORTS BY INDENTURE TRUSTEE.

(a) The Indenture Trustee shall transmit to Holders such reports
concerning the Indenture Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act, at the times and in the manner
provided pursuant thereto.

(b) Reports so required to be transmitted at stated intervals of
not more than 12 months shall be transmitted no later than May 15 in each
calendar year, commencing with the first May 15 after the first issuance of
Debentures under this Indenture.

(c) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Indenture Trustee with each stock
exchange or self regulatory organization of which the Indenture Trustee has
received notice by the Company upon which the Debentures are listed and also
with the Commission. The Company will notify the Indenture Trustee whenever
the Debentures are listed on any stock exchange or self-regulatory
organization.

SECTION 7.4. REPORTS BY COMPANY. The Company shall file with the
Indenture Trustee and with the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be
required pursuant to the Trust Indenture

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Act at the times and in the manner provided in the Trust Indenture Act,
provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act
shall be filed with the Indenture Trustee within 15 days after the same is
required to be filed with the Commission. Notwithstanding that the Company may
not be required to remain subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, the Company shall continue to file with the
Commission and provide the Indenture Trustee and Holders with the annual
reports and the information, documents and other reports which are specified in
Sections 13 and 15(d) of the Exchange Act (without exhibits). The Company also
shall comply with the other provisions of Section 314(a) of the Trust Indenture
Act.

ARTICLE 8.
CONSOLIDATION, MERGER, CONTINUANCE,
CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.
The Company shall not consolidate with or merge into any other Person, continue
in another jurisdiction or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and no Person shall consolidate
with or merge into the Company or convey, transfer or lease its properties and
assets substantially as an entirety to the Company, unless:

(a) in case the Company shall consolidate with or merge
into another Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, the Person formed
by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases, the
properties and assets of the Company substantially as an entirety
shall be organized and existing under the laws of the United States of
America or any State or the District of Columbia, and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to
the Indenture Trustee, in form satisfactory to the Indenture Trustee,
the due and punctual payment of the principal of (and premium, if any)
and interest (including Additional Interest, Additional Sums and
Liquidated Damages, if any) on all the Debentures and the performance
of every covenant of this Indenture on the part of the Company to be
performed or observed and shall have provided for conversion rights in
accordance with Article 13;

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

(c) such consolidation, merger, continuance, conveyance,
transfer or lease is permitted under the Declaration and Guarantee and
does not give rise to any breach or violation of the Declaration or
Guarantee; and

(d) the Company has delivered to the Indenture Trustee an
Officer's Certificate and an Opinion of Counsel each stating that such
consolidation, merger, continuance,

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conveyance, transfer or lease and any such supplemental indenture
complies with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with, and
the Indenture Trustee, subject to Section 6.1, may rely upon such
Officer's Certificate and Opinion of Counsel as conclusive evidence
that such transaction complies with this Section 8.1.

SECTION 8.2. SUCCESSOR PERSON SUBSTITUTED. Upon any consolidation
or merger by the Company with or into any other Person, or any conveyance,
transfer or lease by the Company of its properties and assets substantially as
an entirety to any Person in accordance with Section 8.1, the successor Person
formed by such consolidation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor Person had been named as
the Company herein; and in the event of any such conveyance or transfer (other
than in the case of a lease) the Company shall be discharged from all
obligations and covenants under the Indenture and the Debentures and may be
dissolved and liquidated.

Such successor Person 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 Debentures
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Indenture Trustee, and, upon the Company Order of such
successor Person instead of the Company and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Indenture Trustee
shall authenticate and shall make available for delivery any Debentures which
previously shall have been signed and delivered by the officers of the Company
to the Indenture Trustee for authentication pursuant to such Company Order and
such provisions and any Debentures which such successor Person thereafter shall
cause to be signed and delivered to the Indenture Trustee on its behalf for the
purpose pursuant to such provisions. All the Debentures so issued shall in all
respects have the same legal rank and benefit under this Indenture as the
Debentures theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Debentures had been issued at the date of
the execution hereof.

In case of any such consolidation, merger, continuance, sale,
conveyance or lease, such changes in phraseology and form may be made in the
Debentures thereafter to be issued as may be appropriate and reasonably agreed
to by the successor Person and the Indenture Trustee.

ARTICLE 9.
SUPPLEMENTAL INDENTURES

SECTION 9.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of or notice to any Holder, the Company, when authorized by
a Board Resolution, and the Indenture Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Indenture Trustee, for any of the following purposes:

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

(b) to convey, transfer, assign, mortgage or pledge any
property to or with the Indenture Trustee or to surrender any right or
power herein conferred upon the Company; or

(c) to add to covenants of the Company for the benefit of
the Holders of the Debentures or to surrender any right or power
herein conferred upon the Company; or

(d) to make provision with respect to the conversion
rights of Holders pursuant to the requirements of Article 13; or

(e) to add any additional Events of Default; or

(f) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture, provided that such action
pursuant to this clause shall not materially adversely affect the
interest of the Holders of Debentures and for so long as any of the
Preferred Securities shall remain outstanding, the holders of such
Preferred Securities; or

(g) to evidence and provide for the acceptance of
appointment hereunder by successor Indenture Trustee 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 Trust hereunder
by more than one Indenture Trustee, pursuant to the requirements of
Section 6.11(b); or

(h) to comply with the requirements of the Commission in
order to effect or maintain the qualification of this Indenture under
the Trust Indenture Act; or

(i) to make provision for transfer procedures,
certification, book-entry provisions, the form of restricted
securities legends, if any, to be placed on Debentures, and all other
matters required pursuant to Section 3.5 or otherwise necessary,
desirable or appropriate in connection with the issuance of Debentures
to holders of Preferred Securities in the event of a distribution of
Debentures by the Trust if a Special Event occurs and is continuing.

SECTION 9.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.
With the consent of the Holders of not less than a majority in principal amount
at Stated Maturity of the Outstanding Debentures, by Act of said Holders
delivered to the Company and the Indenture Trustee, the Company, when
authorized by a Board Resolution, and the Indenture Trustee may enter into an
indenture or indentures supplemental hereto, in form satisfactory to the
Indenture Trustee, for the purpose of adding any provisions to or changing in
any manner or eliminating any

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of the provisions of this Indenture or of modifying in any manner the rights of
the Holders of the Debentures under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Debenture affected thereby, cause the following:

(a) except to the extent permitted by Section 3.11 with
respect to the extension of the interest payment period of the
Debentures, change the Stated Maturity of the principal of, or any
installment of interest (including any Additional Interest) on, the
Debentures, or reduce the principal amount thereof or the rate of
interest thereon or reduce any premium payable upon the redemption
thereof, or change the place of payment where, or the coin or currency
in which, any Debenture or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or
after the Maturity thereof (or, in the case of redemption, on or after
the date fixed for redemption thereof); or

(b) adversely affect any right to convert or exchange any
Debenture; or

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

(d) modify any of the provisions of this Section, Section
4.1, Section 5.8 or Section 5.13, except to increase any such
percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the
Holder of each Debenture affected thereby, or the consent of the
holders of all the Preferred Securities as the case may be; or

(e) modify the provisions in Article 12 of this Indenture
with respect to the subordination of Outstanding Debentures in a
manner adverse to the Holders thereof;

provided, however, that, so long as any Preferred Securities remain outstanding
no such amendment of the Indenture that adversely affects the holders of the
Preferred Securities in any material respect shall be entered into, no
termination of this Indenture shall occur and no waiver of any Event of Default
or compliance with any covenant under this Indenture shall be effective,
without the prior consent of the holders of at least a majority of the
aggregate liquidation preference of such Preferred Securities then outstanding
unless and until the principal (and premium, if any) of the Debentures and all
accrued and unpaid interest (including Additional Interest, Additional Sums and
Liquidated Damages, if any) thereon have been paid in full; provided, however,
that where a consent under the Indenture would require the consent of each
Holder of Debentures affected thereby, no such consent shall be given by the
Property Trustee without the prior consent of each holder of Preferred
Securities.

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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.

SECTION 9.3. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing
or accepting the additional trusts created by any supplemental indenture
permitted by this Article or the modifications thereby of the trust created by
this Indenture, the Indenture Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an Officer's
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture, and that
all conditions precedent have been complied with. The Indenture Trustee may,
but shall not be obligated to, enter into any such supplemental indenture which
affects the Indenture Trustee's own rights, duties or immunities under this
Indenture or otherwise.

SECTION 9.4. 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 the
Debentures theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby unless it makes a change described in any of clauses (a)
through (e) of Section 9.2, in which case the supplemental indenture shall bind
only each Holder of a Debenture who has consented to it and every subsequent
Holder of a Debenture or portion of a Debenture that evidences the same Debt as
the consenting Holder's Debenture; provided, that any such waiver shall not
impair or affect the right of any Holder to receive payment of principal and
premium of and interest on a Debenture, on or after the respective dates set
for such amounts to become due and payable, or to bring suit for the
enforcement of any such payment on or after such respective dates.

SECTION 9.5. CONFORMITY WITH TRUST INDENTURES ACT. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

SECTION 9.6. REFERENCE IN DEBENTURES TO SUPPLEMENTAL INDENTURES.
Debentures authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Company,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so
determine, new Debentures so modified as to conform, in the opinion of the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and made available for delivery by the Indenture
Trustee in exchange for Outstanding Debentures presented to the Indenture
Trustee. Any failure to make the appropriate notation shall not affect the
validity of such Debenture.

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ARTICLE 10.
COVENANTS

SECTION 10.1. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The
Company covenants and agrees for the benefit of the Debentures that it will
duly and punctually pay the principal of (and premium, if any) and interest
(including Additional Interest, Additional Sums and Liquidated Damages, if any)
on the Debentures in accordance with the terms of the Debentures and this
Indenture.

SECTION 10.2. MAINTENANCE OF OFFICE OR AGENCY. The Company will
maintain in the United States, an office or agency where Debentures may be
presented or surrendered for payment and an office or agency where Debentures
may be surrendered for transfer or exchange and where notices and demands to or
upon the Company in respect of the Debentures and this Indenture may be served.
The Company initially appoints the Indenture Trustee, acting through its
Corporate Trust Office, as its agent for said purposes. The Company will give
prompt written notice to the Indenture Trustee of any change in the location of
any such office or agency. If at any time the Company shall fail to maintain
such office or agency or shall fail to furnish the Indenture Trustee with the
address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Indenture Trustee, and the
Company hereby appoints the Indenture Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other
offices or agencies where the Debentures 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 the United States for such purposes. The Company will give prompt
written notice to the Indenture Trustee of any such designation and any change
in the location of any such office or agency.

SECTION 10.3. MONEY FOR DEBENTURE PAYMENTS TO BE HELD IN TRUST. If
the Company shall at any time act as its own Paying Agent with respect to the
Debentures, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Debentures, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal and premium, if any) or interest (including Additional Interest,
Additional Sums and Liquidated Damages, if any) so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
will promptly notify the Indenture Trustee of its failure so to act.

Whenever the Company shall have one or more Paying Agents, it will, on
or before 10:00 a.m. New York City time on each due date of the principal of or
interest on the Debentures, deposit with a Paying Agent a sum sufficient to pay
the principal (and premium, if any) or interest (including Additional Interest,
Additional Sums and Liquidated Damages, if any) so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal and

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premium (if any) or interest, and (unless such Paying Agent is the Indenture
Trustee) the Company will promptly notify the Indenture Trustee of its failure
so to act.

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

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

(b) give the Indenture Trustee notice of any default by
the Company (or any other obligor upon the Debentures) in the making
of any payment of principal (and premium, if any) or interest
(including Additional Interest, Additional Sums and Liquidated
Damages, if any);

(c) at any time during the continuance of any such
default, upon the written request of the Indenture Trustee, forthwith
pay to the Indenture Trustee all sums so held in trust by such Paying
Agent; and

(d) comply with the provisions of the Trust Indenture Act
applicable to it as a 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 Indenture Trustee all
sums held in trust by the Company or such Paying Agent, such sums to be held by
the Indenture 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 the Company
or any Paying Agent to the Indenture Trustee, such Paying Agent shall be
released from all further liability with respect to such money.

Any money deposited with the Indenture Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Debenture and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and
payable shall (unless otherwise required by mandatory provision of applicable
escheat or abandoned or unclaimed property law) be paid on Company Request,
after all payments owing the Indenture Trustee have been paid, to the Company,
or (if then held by the Company) shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be
discharged from such trust; and the Holder of such Debenture shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Indenture 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 Indenture Trustee or such Paying
Agent, before being required to make any such repayment may at the expense of
the Company cause to be published once, in a

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newspaper published in the English language, customarily published on each
Business Day and of general circulation 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 after the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 10.4. EXISTENCE. Subject to Article 8, the Company will do
or cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights (charter and statutory) and material franchises;
provided, however, that the Company shall not be required to preserve any such
right or franchise if the Board of Directors in good faith shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of the Company and that the loss thereof is not disadvantageous in any
material respect to the Holders.

SECTION 10.5. 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, (a) all taxes, assessments and governmental charges levied
or imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, and (b) 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 the Company
shall not be required to pay or discharge or cause 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 10.6. STATEMENT AS TO COMPLIANCE. The Company shall
deliver to the Indenture Trustee, within 120 days after the end of each
calendar year of the Company ending after the date hereof an Officer's
Certificate (signed by at least one of the officers referred to in Section
314(a)(4) of the Trust Indenture Act) covering the preceding calendar year,
stating whether or not to the best knowledge of the signers thereof the Company
is in default in the performance, observance or fulfillment of or compliance
with any of the terms, provisions, covenants and conditions of this Indenture,
and if the Company shall be in default, specifying all such Defaults and the
nature and status thereof of which they may have knowledge. For the purpose of
this Section 10.6, compliance shall be determined without regard to any grace
period or requirement of notice provided pursuant to the terms of this
Indenture.

SECTION 10.7. ADDITIONAL SUMS. In the event that (a) the Trust is
the Holder of all of the Outstanding Debentures, (b) a Tax Event in respect of
the Trust shall have occurred and be continuing and (c) the Company shall not
have (i) redeemed all the Debentures pursuant to Section 11.6 or 11.7 or (ii)
terminated the Trust pursuant to Section 9.2(b) of the Declaration, the Company
shall pay to the Trust (and its permitted successors or assigns under the
Declaration) for so long as the Trust (or its permitted successor or assignee)
is the registered holder of the Debentures, such additional amounts as may be
necessary in order that the net amount of Distributions received by holders of
the outstanding Preferred Securities and Common Securities of the Trust shall
not be reduced as a result of any additional taxes, duties and other
governmental charges to which the Trust has become subject as a result of a Tax
Event (the "ADDITIONAL SUMS"), unless the Company shall have revoked such
election or failed to make such payments. Whenever in this Indenture or the
Debentures there is a reference in any context to the payment of

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principal of or interest on the Debentures, such mention shall be deemed to
include mention of the payments of the Additional Sums provided for in this
paragraph to the extent that, in such context, Additional Sums are, were or
would be payable in respect thereof pursuant to the provisions of this
paragraph and express mention of the payment of Additional Sums (if applicable)
in any provisions hereof shall not be construed as excluding Additional Sums in
those provisions hereof where such express mention is not made.

SECTION 10.8. ADDITIONAL COVENANTS. The Company covenants and
agrees with each Holder of Debentures that so long as the Debentures are
outstanding, if (a) there shall have occurred any event of which the Company
has actual knowledge that (i) is a Default and (ii) in respect of which the
Company shall not have taken reasonable steps to cure, (b) the Company shall be
in default with respect to its payment of any obligations under the Guarantee
or (c) the Company shall have given notice of its selection of an Extension
Period as provided herein and shall not have rescinded such notice, or such
period, or any extension thereof, shall be continuing, then the Company shall
not, and shall not permit any Subsidiary to, (x) declare or pay any dividends
or distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any shares of the Company's Capital Stock or (y) make any
payment of principal, interest or premium, if any, on or repay, repurchase or
redeem any debt securities (including guarantees of indebtedness for money
borrowed) of the Company that rank pari passu with or junior to the Debentures
(other than (l) any dividend, redemption, liquidation, interest, principal or
guarantee payment by the Company where the payment is made by way of securities
(including Capital Stock) that rank pari passu with or junior to the securities
on which such dividend, redemption, interest, principal or guarantee payment is
being made, (2) payments under the Guarantee, (3) purchases of Common Stock
related to the issuance of Common Stock under any of the Company's benefit
plans for its directors, officers or employees, (4) as a result of a
reclassification of the Company's Capital Stock or the exchange or conversion
of one series or class of the Company's Capital Stock for another series or
class of the Company's Capital Stock and (5) the purchase of fractional
interests in shares of the Company's Capital Stock pursuant to the conversion
or exchange provisions of such Capital Stock or the security being converted or
exchanged).

The Company also covenants with each Holder of the Debentures (a) that
for so long as Preferred Securities are outstanding not to convert the
Debentures except pursuant to a notice of conversion delivered to the
Conversion Agent by a holder of Preferred Securities, (b) to maintain directly
or indirectly 100% ownership of the Common Securities of the Trust; provided,
however, that any permitted successor of the Company hereunder may succeed to
the Company's ownership of such Common Securities, (c) not to voluntarily
terminate, wind-up or liquidate the Trust, except (i) in connection with a
distribution of the Debentures to the holders of Preferred Securities in
liquidation of the Trust or (ii) in connection with mergers, consolidations or
amalgamations permitted by Section 9.5 of the Declaration and (d) to use its
reasonable efforts, consistent with the terms and provisions of the Declaration
to cause the Trust to remain a business trust and not to be classified as an
association taxable as a corporation for United States Federal income tax
purposes.

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SECTION 10.9. REGISTRATION RIGHTS. The holders of the Preferred
Securities, the Holders, the holders of the Guarantee and the shares of Common
Stock of the Company issuable upon conversion of the Debentures and the
Preferred Securities are entitled to the benefits of a Registration Rights
Agreement, dated as of March 24, 1998, among the Company, the Trust and the
Purchasers (the "REGISTRATION RIGHTS AGREEMENT").

SECTION 10.10. PAYMENT OF EXPENSES OF THE TRUST. In connection with
the offering, sale and issuance of the Debentures to the Trust and in
connection with the sale of the Preferred Securities by the Trust, the Company
shall:

(a) pay for all costs, fees and expenses relating to the
offering, sale and issuance of the Trust Securities, including
commissions, discounts and expenses payable pursuant to the Purchase
Agreement and compensation of the Indenture Trustee under the
Indenture in accordance with the provisions of Section 6.7 of the
Indenture;

(b) be responsible for and pay for all debts and
obligations (other than with respect to the Preferred Securities) of
the Trust, pay for all costs and expenses of the Trust (including, but
not limited to, costs and expenses relating to the organization of the
Trust, the offering, sale and issuance of the Preferred Securities
(including commissions, discounts and expenses in connection
therewith), the fees and expenses (including reasonable legal fees and
expenses) of the Property Trustee and the "Delaware Trustee" (as
defined in the Declaration), the costs and expenses relating to the
operation of the Trust, including without limitation, costs and
expenses of accountants, attorneys, statistical or bookkeeping
services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer
agent(s), duplicating, travel and telephone and other
telecommunications expenses and costs and expenses incurred in
connection with the acquisition, financing, and disposition of Trust
assets);

(d) pay any and all taxes (other than United States
withholding taxes attributable to the Trust or its assets) and all
liabilities, costs and expenses with respect to such taxes of the
Trust.

ARTICLE 11.
REDEMPTION OR EXCHANGE OF DEBENTURES

SECTION 11.1. ELECTION TO REDEEM; NOTICE TO INDENTURE TRUSTEE. The
election of the Company to redeem any Debentures shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of
the Company, the Company shall, not less than 30 days nor more than 60 days
prior to the date fixed for redemption (unless a shorter notice shall be
satisfactory to the Indenture Trustee), notify the Indenture Trustee in writing
of such date and of the principal amount of Debentures to be redeemed. In the
case of any redemption of Debentures prior to the expiration of any restriction
on such redemption provided

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in the terms of such Debentures, the Company shall furnish the Indenture
Trustee with an Officer's Certificate and an Opinion of Counsel evidencing
compliance with such restriction.

SECTION 11.2. SELECTION OF DEBENTURES TO BE REDEEMED. If less than
all the Debentures are to be redeemed, the particular Debentures to be redeemed
shall be selected not more than 45 days prior to the Redemption Date by the
Indenture Trustee from the Outstanding Debentures not previously called for
redemption, by lot or by such other method as the Indenture Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
a portion of the principal amount of the Debentures Outstanding, provided that
the unredeemed portion of the principal amount of the Debentures be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for the Debentures.

The Indenture Trustee shall promptly notify the Company in writing of
the Debentures selected for partial redemption and 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 Debentures
shall relate, in the case of any Debenture redeemed or to be redeemed only in
part, to the portion of the principal amount of such Debenture which has been
or is to be redeemed. If the Company shall so direct, Debentures registered in
the name of the Company, any Affiliate or any Subsidiary thereof shall not be
included in the Debentures selected for redemption.

SECTION 11.3. NOTICE OF REDEMPTION. Notice of redemption shall be
given by first-class mail, postage prepaid, mailed not less than 30 days, and
not more than 60 days, prior to the date fixed for redemption, to each Holder
of Debentures to be redeemed, at the address of such Holder as it appears in
the Securities Register.

With respect to Debentures to be redeemed, each notice of redemption
shall state:

(a) the date fixed for such redemption (the "Redemption
Date");

(b) the Redemption Price;

(c) if less than all Outstanding Debentures are to be
redeemed, the identification (and, in the case of partial redemption,
the respective principle amounts) of the particular Debentures to be
redeemed (including, if relevant, the CUSIP or ISIN number);

(d) that on the Redemption Date the Redemption Price will
become due and payable upon each such Debenture or portion thereof,
and that upon deposit of the Redemption Price and any unaccrued and
unpaid interest with the Paying Agent, interest (including Additional
Interest, Additional Sums and Liquidated Damages, if any) thereon, if
any, shall cease to accrue on and after the Redemption Date and such
Debenture or portion thereof shall cease to have conversion rights;

(e) the place or places where the Debentures are to be
surrendered for payment of the redemption price at which the
Debentures are to be redeemed; and

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(f) that a Holder of Debentures who desires to convert
Debentures called for redemption must satisfy the requirements for
conversion contained in the Debentures, the then existing Conversion
Price or rate, and the date and time when the option to convert shall
expire.

Notice of redemption of Debentures to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Indenture Trustee in the name and at the expense of the Company and shall be
irrevocable. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, a failure to give such notice by mail or
any defect in the notice to the Holder of any Debenture designed for redemption
as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Debenture.

SECTION 11.4. DEPOSIT OF REDEMPTION PRICE. Prior to 10:00 a.m.,
New York City time, on the Redemption Date specified in the notice of
redemption given as provided in Section 11.3, the Company will deposit with the
Indenture Trustee or with one or more Paying Agents (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 10.3) an amount of money sufficient to redeem on the Redemption Date
all the Debentures so called for redemption at the applicable Redemption Price.

If any Debenture called for redemption has been converted, any money
deposited with the Indenture Trustee or with any Paying Agent or so segregated
and held in trust for the redemption of such Debenture shall (subject to any
right of the Holder of such Debenture or any Predecessor Debenture to receive
interest as provided in the last paragraph of Section 3.7) be paid to the
Company upon Company Request or, if then held by the Company, shall be
discharged from such trust.

SECTION 11.5. DEBENTURES PAYABLE ON REDEMPTION DATE. If notice of
redemption has been given as provided in Section 11.3, the Debentures so to be
redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, including any accrued interest (and
Additional Interest, Additional Sums and Liquidated Damages, if any) thereon,
and from and after such date (unless the Company shall default in the payment
of the Redemption Price or any accrued interest (including Additional Interest,
Additional Sums and Liquidated Damages, if any) thereon) such Debentures shall
cease to bear interest and such Debenture will cease to have conversion rights.
Upon surrender of any such Debenture for redemption in accordance with said
notice, such Debenture shall be paid by the Company at the Redemption Price,
including any accrued interest (and any Additional Interest) to the Redemption
Date; provided, however, that installments of interest on Debentures whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Debentures, or one of more Predecessor Debentures, registered
as such at the close of business on the relevant Regular Record Dates or
Special Record Dates, as the case may be, according to their terms and the
provisions of Section 3.7.

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If any Debenture called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Debenture and such Debenture shall continue to have conversion rights until
such redemption is consummated.

SECTION 11.6. DEBENTURES REDEEMED IN PART. In the event of any
redemption in part, the Company shall not be required to (i) issue, register
the transfer of or exchange any Debenture during a period beginning at 9:00
a.m. (New York City time) 15 Business Days before any selection for redemption
of Debentures and ending at 5:00 p.m. (New York City time) on the earliest date
in which the relevant notice of redemption is deemed to have been given to all
holders of Debentures to be so redeemed or (ii) register the transfer of or
exchange any Debentures so selected for redemption, in whole or in part, except
for the unredeemed portion of any Debentures being redeemed in part.

Any Debenture which is to be redeemed only in part shall be
surrendered at the place of payment therefor (with, if the Company or the
Indenture Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Indenture Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing),
and the Company shall execute, and the Indenture Trustee shall authenticate and
make available for delivery to the Holder of such Debenture without service
charge, a new Debenture or Debentures, of any authorized denomination as
requested by such Holder, in aggregate principal amount at Stated Maturity
equal to and in exchange for the unredeemed portion of the principal of the
Debenture so surrendered. Each Debenture shall be subject to partial
redemption only in the amount of $50 or integral multiples thereof.

SECTION 11.7. OPTIONAL REDEMPTION. Except as set forth below, on
and after April 2, 2001 and subject to the next succeeding sentence, the
Company shall have the right, at any time and from time to time, to redeem the
Debentures, in whole or in part, upon notice given as set forth in Section 11.3
during the twelve-month periods beginning on April 1 (April 2 in the case of
2001) in each of the following years at the indicated Redemption Price
(expressed as a percentage of the principal amount at Stated Maturity of the
Debentures being redeemed), together with any accrued but unpaid interest
(including Additional Interest, Additional Sums and Liquidated Damages, if any)
on the portion being redeemed:

Redemption Price Redemption Price
(% of principal amount (% of principal amount
Year at State Maturity) Year at State Maturity)
- ---------------------- ---------------------- ---------------------- ----------------------

2001 103.438% 2004 101.375%
2002 102.750% 2005 100.688%
2003 102.063% 2006 and thereafter 100.000%

The Company may not redeem the Debentures unless, on or before the
date the Company gives notice of redemption to holders of the Debentures, all
accrued and unpaid interest (including

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Additional Interest, Additional Sums and Liquidated Damages, if any) for all
quarterly interest periods ending on or prior to the most recent Interest
Payment Date has been paid in full on all outstanding Debentures.

If at any time less than five percent (5%) of the original aggregate
principal amount of the Debentures remains Outstanding, such Debentures shall
be redeemable at the option of the Company, in whole but not in part, at a
Redemption Price equal to the principal amount thereof, plus any accrued and
unpaid interest (including Additional Interest and Liquidated Damages, if any)
and Additional Sums, if any, to the date of redemption.

If a Tax Event shall occur and be continuing, the Company shall have
the right upon not less than 30 nor more than 60 days' notice, to redeem the
Debentures in whole or in part, for cash upon the later of (i) 90 days
following the occurrence of such Tax Event or (ii) April 2, 2001, at a
Redemption Price equal to the principal amount at Stated Maturity of such
Debentures plus any accrued and unpaid interest, (including Additional
Interest, Additional Sums and Liquidated Damages, if any) to the date fixed for
such redemption.

SECTION 11.8. EXCHANGE OF TRUST SECURITIES FOR DEBENTURES.

(a) At any time, the Company shall have the right to
terminate or dissolve the Trust and cause the Debentures to be
distributed to the holders of the Preferred Securities and the Common
Securities in liquidation of the Trust after satisfaction of the
Trust's liabilities to its creditors as provided by applicable law.

(b) If a Special Event in respect of the Trust shall
occur, the Company shall give the Property Trustee notice of the same.
If a Special Event in respect of the Trust shall occur and be
continuing, the Declaration requires the Property Trustee thereunder
to direct the Conversion Agent (as defined in the Declaration) to
exchange all outstanding Trust Securities for the Debentures having a
principal amount at Stated Maturity equal to the aggregate liquidation
amount of the Trust Securities to be exchanged with accrued interest
in an amount equal to any unpaid distributions (including any
Additional Sums) on the Trust Securities; provided, however, that, in
the case of a Tax Event, the Company shall have the right to direct
the Property Trustee that less than all, or none, of the Trust
Securities be so exchanged (i) if and for so long as the Company shall
have elected to pay any Additional Sums such that the net amounts
received by holders of the Trust Securities not so exchanged in
respect of interest and other payments are not reduced as a result of
such Tax Event, and shall not have revoked any such election or failed
to make such payments or (ii) if and for so long as the Company shall
instead elect to redeem the Debentures, in whole or in part, in the
manner set forth in Section 11.7; provided, however, that the Company
shall comply with Section 11.8(b)(i) to the extent the Debentures are
not exchanged or redeemed.

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ARTICLE 12.
SUBORDINATION OF DEBENTURES

SECTION 12.1. DEBENTURES SUBORDINATE TO SENIOR DEBT. The Company
covenants and agrees, and each Holder of a Debenture, by its acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article, the payment of the principal of (and
premium, if any) and interest (including Additional Interest, Additional Sums
and Liquidated Damages, if any) on each and all of the Debentures are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full of all amounts then due and payable in respect of all Senior Debt
(whether outstanding on the date hereof or hereafter created, incurred, assumed
or guaranteed), and that the subordination is for the benefit of the holders of
Senior Debt.

SECTION 12.2. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company (each such event, if any, herein sometimes
referred to as a "PROCEEDING"), then the holders of Senior Debt shall be
entitled to receive payment in full of principal of (and premium, if any) and
interest (including interest after the commencement of any such proceeding at
the rate specified in the applicable Senior Debt), if any, on such Senior Debt,
or provision shall be made for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, before the
Holders of the Debentures are entitled to receive or retain any payment or
distribution of any kind or character, whether in cash, property or securities
(including any payment or distribution which may be payable or deliverable by
reason of the payment of any other Debt of the Company subordinated to the
payment of the Debentures, but not including any payments that are made from
funds on deposit pursuant to Section 4.1(a)(ii)(B) or funds on deposit for the
redemption of Debentures for which notice of Redemption has been given and the
applicable Redemption Date has passed, such payment or distribution being
hereinafter referred to as a "JUNIOR SUBORDINATED PAYMENT"), on account of
principal of (or premium, if any) or interest (including any Additional
Interest, Additional Sums or Liquidated Damages) on the Debentures or on
account of the purchase or other acquisition of Debentures by the Company or
any Subsidiary and to that end the holders of Senior Debt shall be entitled to
receive, for application to the payment thereof any payment or distribution of
any kind of character, whether in cash, property or Debentures, including any
Junior Subordinated Payment, which may be payable or deliverable in respect of
the Debentures in any such Proceeding.

For the purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or
securities," shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment which
securities are subordinated in right of payment to all then outstanding Senior
Debt to substantially the same extent as the Debentures are so subordinated as
provided in this Article. The consolidation of the Company with, or the merger
of the Company into, another Person or the liquidation or dissolution of the
Company following the

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sale of all or substantially all of its properties and assets as an entirety to
another Person or the liquidation or dissolution of the Company following the
sale of all or substantially all of its properties and assets as an entirety to
another Person upon the terms and conditions set forth in Article 8 shall not
be deemed a Proceeding for the purposes of this Section if the Person formed by
such consolidation or into which the Company is merged or the Person which
acquires by sale such properties and assets as an entirety, as the case may be,
shall, as a part of such consolidation, merger, or sale comply with the
conditions set forth in Article Eight.

SECTION 12.3. PRIOR PAYMENT TO SENIOR DEBT UPON ACCELERATION OF
DEBENTURES. In the event that the Debentures are declared due and payable
before their Maturity, then and in such event the holders of the Senior Debt
outstanding at the time the Debentures so become due and payable shall be
entitled to receive payment in full of all amounts due on or in respect of such
Senior Debt (including any amounts due upon acceleration), or provision shall
be made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt, before the Holders of the
Debentures are entitled to receive any payment or distribution of any kind or
character, whether in cash, properties or securities (including any Junior
Subordinated Payment) by the Company on account of the principal of (or
premium, if any) or interest (including any Additional Interest, Additional
Sums or Liquidated Damages) on the Debentures or on account of the purchase or
other acquisition of Debentures by the Company or any Subsidiary.

The provisions of this Section shall not apply to any payment with
respect to which Section 12.2 would be applicable.

SECTION 12.4. PAYMENT LIMITS BY SENIOR DEBT. In the event and
during the continuation of any default by the Company in the payment of
principal, premium, interest or any other payment due under the Senior Credit
Facility or on any other Senior Debt having a principal amount then outstanding
of $25 million or more (or as to which there is an obligation to lend $25
million or more) continuing beyond the period of grace, if any, specified in
the instrument evidencing such Senior Debt, unless and until such default shall
have been cured or waived or shall have ceased to exist, then no payment shall
be made by the Company with respect to the principal of (including redemption
payments if any), premium, if any, or interest (including Additional Interest,
Additional Sums and Liquidated Damages, if any) on the Debentures. In the
event of any default (other than a default described in Section 12.3 or the
preceding sentence) by the Company under the terms of any instrument evidencing
any Senior Debt, continuing beyond the period of grace, if any, specified in
such instrument, notice of which default shall have been given by any holder of
such Senior Debt to the Indenture Trustee, unless and until the earlier of (i)
such default shall have been cured or waived or shall have ceased to exist, or
(ii) the continuation of such default for a period of one hundred eighty days
after notice of the occurrence of such default shall have been given to the
Indenture Trustee, no payment shall be made by the Company with respect to the
principal of (or premium, if any) or interest (including Additional Interest,
Additional Sums or Liquidated Damages, if any) on the Debentures or on account
of the purchase or other acquisition of Debentures by the Company or any
Subsidiary.

In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Indenture Trustee or the Holder or Holders of the
Debentures which is prohibited by the

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foregoing provisions of Section 12.3 or this Section 12.4, and if such fact
shall have been made known, at or prior to the time of such payment, by written
notice to the Indenture Trustee or such Holder or Holders in accordance with
Section 12.10, then and in such event the Indenture Trustee or such Holder or
Holders shall pay over and deliver such amounts to the holders of Senior Debt
or the duly authorized representative of such holders of Senior Debt.

The provisions of this Section shall not apply to any payment with
respect to which Section 12.2 would be applicable.

SECTION 12.5. PAYMENT PERMITTED IF NO DEFAULT. Nothing contained
in this Article or elsewhere in this Indenture or in any of the Debentures
shall prevent (a) the Company, at any time except during the pendency of any
Proceeding referred to in Section 12.2 or under the conditions described in
Sections 12.3 and 12.4, from making payments at any time of principal of (and
premium, if any) or interest on the Debentures, or (b) the application by the
Indenture Trustee of any money deposited with it hereunder to the payment of or
on account of the principal of (and premium, if any) or interest (including
Additional Interest, Additional Sums and Liquidated Damages, if any) on the
Debentures or the retention of such payment by the Holders, if, at the time of
such application by the Indenture Trustee, no Responsible Officer of the
Indenture Trustee had actual knowledge that such payment would have been
prohibited by the provisions of this Article.

SECTION 12.6. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT.
Subject to the payment in full of all Senior Debt, or the provision for such
payment in cash or cash equivalents or otherwise in a manner satisfactorily to
the holders of Senior Debt, the Holders of the Debentures shall be subrogated
to the extent of the payments or distributions made to the holders of such
Senior Debt pursuant to the provisions of this Article (equally and ratably
with the holders of all indebtedness of the Company which by its express terms
is subordinated to Senior Debt of the Company to substantially the same extent
as the Debentures are subordinated to the Senior Debt and is entitled to like
rights of subrogation by reason by any payments or distributions made to
holders of such Senior Debt) to the rights of the holders of such Senior Debt
to receive payments and distribution of cash, property and securities
applicable to the Senior Debt until the principal of (and premium, if any, on)
and interest (including Additional Interest, Additional Sums and Liquidated
Damages, if any) on the Debentures shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior Debt of
any cash, property or securities to which the Holders of the Debentures or the
Indenture Trustee would be entitled except for the provisions of this Article
to the holders of Senior Debt by Holders of the Debentures or the Indenture
Trustee, shall, as among the Company, its creditors other than holders of
Senior Debt, and the Holders of the Debentures, be deemed to be a payment or
distribution by the Company to or on account of the Senior Debt.

SECTION 12.7. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. The
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders of the Debentures on the one hand
and the holders of Senior Debt on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Debentures is intended to or
shall (a) impair, as between the Company and Holders of the Debentures, the
obligations of the

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Company, which are absolute and unconditional, to pay to the Holders of the
Debentures the principal of (and premium, if any, on) and interest (including
Additional Interest, Additional Sums and Liquidated Damages, if any) on the
Debentures as and when the same shall become due and payable in accordance with
their terms, or (b) affect the relative rights against the Company of the
Holders of the Debentures and creditors of the Company other than their rights
in relation to the holders of Senior Debt, or (c) prevent the Indenture Trustee
or the Holder of any Debenture from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture including, without
limitation, filing and voting claims in any Proceeding, subject to the rights,
if any, under this Article of the holders of Senior Debt to receive cash,
property and securities otherwise payable or deliverable to the Indenture
Trustee or such Holder.

SECTION 12.8. INDENTURE TRUSTEE TO EFFECTUATE SUBORDINATION. Each
Holder of a Debenture by his or her acceptance thereof authorizes and directs
the Indenture Trustee on his or her behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination
provided in this Article and appoints the Indenture Trustee his or her
attorney-in-fact for any and all such purposes.

SECTION 12.9. NO WAIVER OF SUBORDINATION PROVISIONS. No right of
any present or future holder of any Senior Debt to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof that any such holder may have or be otherwise charged with.

SECTION 12.10. NOTICE TO INDENTURE TRUSTEE. The Company shall give
prompt written notice to the Indenture Trustee of any fact known to the Company
which would prohibit the making of any payment to or by the Indenture Trustee
in respect of the Debentures. Notwithstanding the provisions of this Article
or any other provisions of this Indenture, the Indenture Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Indenture Trustee in respect of the
Debentures, unless and until the Indenture Trustee shall have received written
notice thereof from the Company or a Person representing itself to be a holder
of Senior Debt or a trustee therefor (whether or not the facts contained in
such notice are true).

Subject to the provisions of Section 6.1, the Indenture Trustee shall
be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee therefor) to
establish that such notice has been given by a holder of Senior Debt (or a
trustee therefor). In the event that the Indenture Trustee determines in good
faith that further evidence is required with respect to the right of any Person
as a holder of Senior Debt to participate in any payment or distribution
pursuant to this Article, the Indenture Trustee may request such Person to
furnish evidence to the satisfaction of the Indenture Trustee as to the amount
of Senior Debt held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such person under this Article, and if such evidence is not
furnished, the Indenture Trustee may defer

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any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.

SECTION 12.11. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
LIQUIDATING AGENT. Upon any payment or distribution of assets of the Company
referred to in this Article, the Indenture Trustee, subject to the provisions
of Article 6, and the Holders of the Debentures shall be entitled to rely upon
any order or decree entered by any court of competent jurisdiction in which a
Proceeding is pending, or a certificate of the Indenture Trustee in bankruptcy,
receiver, liquidating Indenture Trustee, custodian, assignee for the benefit of
creditors, agent or other Person making such payment or distribution, delivered
to the Indenture Trustee or to the Holders of Debentures, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article.

SECTION 12.12. INDENTURE TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
DEBT. With respect to the holders of the Senior Debt of the Company, the
Indenture Trustee undertakes to perform or observe only such of its obligations
and covenants as are set forth in this Article 12, and no implied covenants or
obligations with respect to the holders of such Senior Debt shall be read into
this Indenture against WTC and/or the Indenture Trustee. WTC and/or the
Indenture Trustee shall not be deemed to owe any fiduciary duty to the holders
of such Senior Debt and neither the Indenture Trustee nor WTC shall be liable
to the holder of any Senior Debt if the Indenture Trustee shall in good faith
mistakenly pay over or deliver to Holders, the Company, or any other person,
money or assets to which any holder of such Senior Debt shall be entitled by
virtue of this Article 12 or otherwise.

SECTION 12.13. RIGHTS OF INDENTURE TRUSTEE AS HOLDER OF SENIOR DEBT;
PRESERVATION OF INDENTURE TRUSTEE'S RIGHTS. The Indenture Trustee in its
individual capacity shall be entitled to all the rights set forth in this
Article with respect to any Senior Debt which may at any time be held by it, to
the same extent as any other holder of Senior Debt, and, subject to the
requirements of the Trust Indenture Act, nothing in this Indenture shall
deprive the Indenture Trustee of any of its rights as such holder.

SECTION 12.14. ARTICLE APPLICABLE TO PAYING AGENTS. In case at any
time any Paying Agent other than the Indenture Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Indenture
Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intent and purposes as if such Paying
Agent were named in this Article in addition to or in place of the Indenture
Trustee.

SECTION 12.15. CERTAIN CONVERSIONS OR EXCHANGES DEEMED PAYMENT. For
the purpose of this Article only, (a) the issuance and delivery of junior
securities upon conversion or exchange of Debentures pursuant to Article 13
shall not be deemed to constitute a payment or distribution on account of the
principal of (or premium, if any, on) or interest (including Additional
Interest, Additional Sums and Liquidated Damages, if any) on the Debentures or
on

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account of the purchase or other acquisition of Debentures, and (b) the
payment, issuance or delivery of cash (including any payments for fractional
shares), property or securities (other than junior securities) upon conversion
or exchange of a Debenture shall be deemed to constitute payment on account of
the principal of such security. For the purpose of this Section, the term
"JUNIOR SECURITIES" means (i) shares of any stock of any class of the Company
and (ii) securities of the Company which are subordinated in right of payment
to all Senior Debt which may be outstanding at the time of issuance or delivery
of such securities to substantially the same extent as, or to a greater extent
than, the Debentures are so subordinated as provided in the Article.

ARTICLE 13.
CONVERSION OF DEBENTURES

SECTION 13.1. CONVERSION RIGHTS. Subject to and upon compliance
with the provisions of this Article, the Debentures are convertible, at the
option of the Holder, at any time after 90 days following the date of this
Indenture and prior to the Conversion Expiration Date, into fully paid and
nonassessable shares of Common Stock of the Company at an initial conversion
price of $78.25 per share of Common Stock (equal to a conversion rate of 0.6390
shares for each $50 in aggregate principal amount of Debentures), subject to
adjustment as described in this Article 13 (as adjusted, the "Conversion
Price"). The Company will make no payment or allowance for dividends on the
shares of Common Stock issued upon such conversion. A Holder of Debentures may
convert any portion of the principal amount of the Debentures into that number
of fully paid and nonassessable shares of Common Stock (calculated as to each
conversion to the nearest 1/100th of a share) obtained by dividing the
principal amount at Stated Maturity of the Debentures to be converted by the
Conversion Price. In case a Debenture or portion thereof is called for
redemption, the conversion right in respect of the Debenture or portion so
called shall expire at the close of business on the Conversion Expiration Date.

SECTION 13.2. CONVERSION PROCEDURES.

(a) In order to convert all or a portion of the
Debentures, the Holder thereof shall deliver to the Indenture Trustee,
as conversion agent or to such other agent appointed for such purposes
(the "CONVERSION AGENT") an irrevocable Notice of Conversion setting
forth the principal amount at Stated Maturity of Debentures to be
converted, together with the name or names, if other than the Holder,
in which the shares of Common Stock should be issued upon conversion
(subject to the limitations or disposition of any interest in such
securities set forth in the Restrictive Securities Legend) and, such
Debentures to be converted, duly endorsed or assigned to the Company
or in blank. In addition, a holder of Preferred Securities may
exercise its right under the Declaration to convert such Preferred
Securities into Common Stock by delivering to the Conversion Agent an
irrevocable Notice of Conversion setting forth the information called
for by the preceding sentence and directing the Conversion Agent (i)
to exchange such Preferred Security for a portion of the Debentures
held by the Trust (at an exchange rate of $50 principal amount at
Stated Maturity of Debentures for each $50 of liquidation preference
of Preferred Securities) and (ii) to immediately convert such
Debentures, on

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behalf of such holder, into Common Stock of the Company pursuant to
this Article 13 and, if such Preferred Securities are in definitive
form, surrendering such Preferred Securities to the Conversion Agent.
So long as the Preferred Securities are outstanding, the Trust shall
not convert any Debentures except pursuant to a Notice of Conversion
delivered to the Conversion Agent by a holder of Preferred Securities.
If a Notice of Conversion is delivered on or after the Regular Record
Date and prior to the subsequent Interest Payment Date, the Holder of
record on the Regular Record Date will be entitled to receive the
interest paid on the subsequent Interest Payment Date on the portion
of Debentures to be converted notwithstanding the conversion thereof
prior to such Interest Payment Date; provided, however, that if a
Redemption Date falls between such Regular Record Date and the related
Interest Payment Date, the amount of such payment shall include
interest accrued to, but excluding, such Redemption Date. Except as
otherwise provided in the immediately preceding sentence, in the case
of any Debenture which is converted, interest whose Stated Maturity is
on or after the date of conversion of such Debenture shall not be
payable, and the Company shall not make nor be required to make any
other payment, adjustment or allowance with respect to accrued but
unpaid interest on the Debentures being converted, which shall be
deemed to be paid in full. Each conversion shall be deemed to have
been effected immediately prior to the close of business on the day on
which the Notice of Conversion was received (the "CONVERSION DATE") by
the Conversion Agent from the Holder or from a holder of the Preferred
Securities effecting a conversion thereof pursuant to its conversion
rights under the Declaration, as the case may be. The Person or
Persons entitled to receive the Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or
holders of such Common Stock as of the Conversion Date and such Person
or Persons will cease to be a record Holder or record Holders of the
Debentures on that date. As promptly as practicable on or after the
Conversion Date, the Company shall issue and deliver at the office of
the Conversion Agent, unless otherwise directed by the Holder or
holder in the Notice of Conversion, a certificate or certificates for
the number of full shares of Common Stock issuable upon such
conversion, together with the cash payment, if any, in lieu of any
fraction of any share to the Person or Persons entitled to receive the
same. The Conversion Agent shall deliver such certificate or
certificates to such Person or Persons.

(b) The Company's delivery to the Holder or Holders of
the Debentures (through the Conversion Agent) upon conversion of the
fixed number of shares of Common Stock into which the Debentures are
convertible (together with the cash payment, if any, in lieu of
fractional shares) shall be deemed to satisfy the Company's obligation
to pay the principal amount at Maturity of the portion of Debentures
so converted and any unpaid interest (including Additional Interest,
Additional Sums and Liquidated Damages, if any) accrued on such
Debentures at the time of such conversion; provided, however, that if
any Debenture is converted on or after a Regular Record Date for
payment of interest, the interest payable on the related Interest
Payment Date with respect to such Debenture shall be paid to the Trust
(which will distribute the applicable portion of such interest to the
holder of Preferred Securities) or other holder of Debentures, as the
case may be, despite such conversion; provided, further, that if a

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Redemption Date falls between such Regular Record Date and the related
Interest Payment Date, the amount of such payment shall include
interest accrued to, but excluding, such Redemption Date.

(c) No fractional shares of Common Stock will be issued
as a result of conversion, but in lieu thereof, the Company shall pay
to the Conversion Agent, a cash adjustment in an amount equal to the
same fraction of the Current Market Price with respect to such
fractional interest on the date on which the Debentures or Preferred
Securities, as the case may be, were duly surrendered to the
Conversion Agent for conversion, and the Conversion Agent in turn will
make such payment, if any, to the Holder of the Securities or the
holder of the Preferred Securities so converted.

(d) In the event of the conversion of any Debenture in
part only, a new Debenture or Debentures for the unconverted portion
thereof will be issued in the name of the Holder thereof upon the
cancellation of the Debenture converted in part in accordance with
Section 3.5.

(e) In effecting the conversion transactions described in
this Article 13, the Conversion Agent is acting as agent of the
holders of Preferred Securities (in exchange of Preferred Securities
for Debentures) and as agent of the holders of Debentures (in
conversion of Debentures into Common Stock), as the case may be,
directing it to effect such conversion transactions. The Conversion
Agent is hereby authorized (i) to exchange Debentures held by the
Trust from time to time for Preferred Securities in connection with
the conversion of such Preferred Securities in accordance with this
Article 13 and (ii) to convert all or a portion of the Debentures into
Common Stock and thereupon to deliver such shares of Common Stock in
accordance with the provisions of this Article 13 and to deliver to
the Trust a new Debenture or Debentures for any resulting unconverted
principal amount.

(f) All shares of Common Stock delivered upon any
conversion of Restricted Securities shall bear a Restrictive
Securities Legend substantially in the form of the legend required to
be set forth on such Debentures and shall be subject to the
restrictions on transfer provided in such legend and in Section 3.15
hereof in the event such Common Stock is issued in global form.
Neither the Indenture Trustee nor the Conversion Agent shall have any
responsibility for the inclusion or content of any such Restrictive
Securities Legend on such Common Stock; provided, however, that the
Indenture Trustee or the Conversion Agent shall provide to the Company
or to the Company's transfer agent for such Common Stock, prior to or
concurrently with a request to the Company to deliver such Conversion
Agent certificates for such Common Stock, written notice that the
Debenture delivered for conversion are Restricted Securities.

(g) The Company shall at all times reserve and keep
available, free from preemptive rights, out of its authorized and
unissued Common Stock, solely for issuance upon the conversion of the
Debentures, such number of shares of Common Stock as shall from time
to time be issuable upon the conversion of all the Debentures then
outstanding.

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Notwithstanding the foregoing, the Company shall be entitled to
deliver upon conversion of Debentures shares of Common Stock
reacquired and held in the treasury of the Company (in lieu of the
issuance of authorized and unissued shares of Common Stock) so long as
any such treasury shares are free and clear of all liens, charges,
security interests or encumbrances. Any shares of Common Stock issued
upon conversion of the Debentures shall be duly authorized, validly
issued and fully paid and nonassessable. The Conversion Agent shall
deliver the shares of Common Stock received upon conversion of the
Debentures to the converting Holder free and clear of all liens,
charges, security interests and encumbrances, except for United States
withholding taxes. The Company shall use its best efforts to obtain
and keep in force such governmental or regulatory permits or other
authorizations as may be required by law, and shall comply with all
applicable requirements as to registration or qualification of the
Common Stock (and all requirements to list the Common Stock issuable
upon conversion of Debentures that are on the time applicable), in
order to enable the Company to lawfully issue Common Stock to each
Holder upon conversion of the Debentures.

(h) Except as stated below, the Company will pay any and
all taxes that may be payable in respect of the issue or delivery of
shares of Common Stock on conversion of Debentures. The Company shall
not be required to pay any tax which may be payable in respect of (i)
any income or gain realized or recognized as a result of such
conversion and (ii) any transfer involved in the issue and delivery of
shares of Common Stock in a name other than that in which the
Debentures so converted were registered, and no such issue or delivery
shall be made unless and until the Person requesting such issue has
paid to the Conversion Agent the amount of any such tax, or has
established to the satisfaction of the Conversion Agent that such tax
has been paid.

(i) Nothing in this Article 13 shall limit the
requirement of the Company to withhold taxes pursuant to the terms of
the Debentures or as set forth in this Agreement or otherwise require
the Indenture Trustee or the Company to pay any amounts on account of
such withholdings.

SECTION 13.3. EXPIRATION OF CONVERSION RIGHTS. The conversion
rights of the Holders shall expire on the close of business on the Business Day
prior to the Maturity date of the Debentures, or, in the case Debentures called
for redemption, at the close of business on the Business Day prior to the
Redemption Date unless the Company defaults on making the payment due upon
redemption (the "CONVERSION EXPIRATION DATE").

SECTION 13.4. CONVERSION PRICE ADJUSTMENTS. The conversion price
shall be subject to adjustment (without duplication) from time to time as
follows:

(a) In case the Company shall, while any of the
Debentures are outstanding, (i) pay a dividend or make a distribution
with respect to its Common Stock in shares of Common Stock, (ii)
subdivide its outstanding shares of Common Stock, (iii) combine its
outstanding shares of Common Stock into a smaller number of shares or
(iv) issue by reclassification of its shares of Common Stock into
shares of Common Stock and

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securities other than shares of Common Stock not constituting a
Fundamental Change, then the Conversion Price per share of Capital
Stock of the Company and the kind of shares of Capital Stock of the
Company receivable upon a conversion of Debentures outstanding
immediately prior to such action by the Company shall be adjusted so
that the Holder of any Debentures thereafter surrendered for
conversion shall be entitled to receive the number and kind of shares
of Capital Stock of the Company which he would have received in
respect of the shares of Common Stock the Holder would have received
had the Holder converted such Debenture had been converted immediately
prior to the record date for receipt of such dividend or distribution
or the effective date of such other action. An adjustment made
pursuant to this subsection (a) shall become effective immediately
after the record date in the case of a dividend or other distribution
and shall become effective immediately after the effective date in
case of a subdivision, combination or reclassification (or immediately
after the record date if a record dated shall have been established
for such event). If, as a result of an adjustment made pursuant to
this subsection (a), the Holder of any Debenture thereafter
surrendered for conversion shall become entitled to receive shares of
two or more classes or series of Capital Stock of the Company, the
Board of Directors (whose determination shall be conclusive and shall
be described in a Board Resolution filed with the Indenture Trustee)
shall determine the allocation of the adjusted Conversion Price
between or among shares of such classes or series of Capital Stock.
In the event that such dividend, distribution, subdivision,
combination or issuance is not so paid or made, the Conversion Price
shall again be adjusted to be the Conversion Price which would then be
in effect if such record date had not been fixed.

(b) In case the Company shall, while any of the
Debentures are Outstanding, issue rights or warrants to all holders of
its Common Stock entitling them (for a period expiring within 45 days
after the record date mentioned below) to subscribe for or purchase
shares of Common Stock at a price per share less than the Current
Market Price per share of Common Stock on the record date mentioned
below, the Conversion Price for the Debentures shall be adjusted so
that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the date of issuance
of such rights or warrants by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding at the close of
business on the record date mentioned below plus the number of shares
which the aggregate offering price of the total number of shares so
offered for subscription or purchase would purchase at such Current
Market Price, and of which the denominator shall be the number of
shares of Common Stock outstanding at the close of business on the
record date mentioned below plus the number of additional shares of
Common Stock offered for subscription or purchase. Such adjustment
shall become effective immediately after the record date for the
determination of stockholders entitled to receive such rights or
warrants. For the purposes of this subsection, the number of shares
in Common Stock at any time outstanding shall not include shares held
in the treasury of the Company. The Company shall not issue any
rights or warrants in respect of shares of Common Stock held in the
treasury of the Company. In case any rights or warrants referred to
in this subsection in respect of which an adjustment shall have been
made shall expire unexercised within 45 days after the same shall have
been

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distributed or issued by the Company, the Conversion Price shall be
readjusted at the time of such expiration to the Conversion Price that
would have been in effect if no adjustment had been made on account of
the distribution or issuance of such expired rights or warrants.

(c) Subject to the last sentence of this sub-paragraph,
in case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock evidences of its indebtedness, shares of
any class or series of Capital Stock, cash or assets (including
securities, but excluding any rights or warrants referred to in
subparagraph (b), any dividend or distribution paid exclusively in
cash and any dividend or distribution referred to in subparagraph (a)
of this Section 13.4), the Conversion Price shall be reduced so that
the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the close of business
on the date fixed for the determination of stockholders entitled to
such distribution (the "REFERENCE DATE") by a fraction of which the
numerator shall be the Current Market Price per share of the Common
Stock on the Reference Date less the fair market value (as determined
in good faith by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution), on the Reference
Date, of the portion of the evidences of indebtedness, shares of
capital stock, cash and assets so distributed applicable to one share
of Common Stock and the denominator shall be such Current Market Price
per share of the Common Stock, such reduction to become effective
immediately prior to the opening of business on the day following the
Reference Date. In the event that such dividend or distribution is
not so paid or made, the Conversion Price shall again be adjusted to
be the Conversion Price which would then be in effect if the
adjustment for such proposed dividend or distribution had not
occurred. For purposes of this subparagraph (c), any dividend or
distribution that includes shares of Common Stock or rights or
warrants to subscribe for or purchase shares of Common Stock shall be
deemed instead to be (i) a dividend or distribution of the evidences
of indebtedness, shares of Capital Stock, cash or assets received by
the holders of the Common Stock in such dividend or distribution, but
such shares of Common Stock or such rights or warrants, which shall
result in Conversion Price reduction required by this subparagraph (c)
immediately followed by (ii) a dividend or distribution of such shares
of Common Stock or such rights or warrants, which shall result in any
further Conversion Price reduction required by subparagraph (a) or
(b), except any shares of Common Stock included in such dividend or
distribution shall not be deemed outstanding for purposes of computing
any adjustment of the conversion price in subparagraph (a).

(d) In case the Company shall pay or make a dividend or
other distribution on its Common Stock exclusively in cash (excluding
all regular cash dividends, if the annualized amount thereof per share
of Common Stock does not exceed 5% of the Current Market Price per
share of the Common Stock on the Trading Day immediately preceding the
date of declaration of such dividend), the Conversion Price shall be
reduced so that the Conversion Price shall equal the price determined
by multiplying the Conversion Price in effect immediately prior to the
effectiveness of the Conversion Price reduction contemplated by this
subparagraph (d) by a fraction of which the numerator shall be the
Current Market Price per share of the Common Stock on the date fixed
for the

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payment of such distribution less the amount of cash so distributed
(excluding that portion of such distribution that does not exceed 5%
of the Current Market Price per share, determined as provided above)
applicable to one share of Common Stock and the denominator shall be
such Current Market Price per share of the Common Stock, such
reduction to become effective immediately prior to the opening of
business on the day following the date fixed for the payment of such
distribution; provided, however, that in the event the portion of the
cash so distributed applicable to one share of Common Stock is equal
to or greater than the Current Market Price per share of the Common
Stock on the record date fixed for determining stockholders entitled
to such dividend or distribution (excluding that portion of such
distribution that does not exceed 5% of the Current Market Price per
share, determined as provided above), in lieu of the foregoing
adjustment, adequate provision shall be made so that each Holder of
Debentures shall have the right to receive upon conversion the amount
of cash such Holder would have received had such Holder converted each
of the Debentures immediately prior to the record date for the
distribution of the cash (less that portion of such distribution that
does not exceed 5% of the Current Market Price per share, determined
as provided above). In the event that such dividend or distribution
is not so paid or made, the Conversion Price shall again be adjusted
to be the Conversion Price which would then be in effect if such
record date had not been fixed.

(e) In case a tender or exchange offer (other than an
odd-lot offer) made by the Company or any Subsidiary of the Company
for all or any portion of the Common Stock shall expire and such
tender or exchange offer shall involve the payment by the Company or
such Subsidiary of consideration per share of Common Stock having a
fair market value (as determined in good faith by the Board of
Directors, whose determination shall be conclusive and described in a
Board Resolution) at the last time (the "EXPIRATION TIME") tenders or
exchanges may be made pursuant to such tender or exchange offer (as it
shall have been amended) that exceeds 110% of the Current Market Price
per share of the Common Stock on the Trading Day next succeeding the
Expiration Time, the Conversion Price shall be reduced so that the
Conversion Price shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the effectiveness of
the Conversion Price reduction contemplated by this subparagraph (e)
by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding (including any tendered or exchanged shares)
at the Expiration Time (including the Purchased Shares) (as defined
below) multiplied by the Current Market Price per share of the Common
Stock on the Trading Day next succeeding the Expiration Time and the
denominator shall be the sum of (x) the fair market value (determined
as aforesaid) of the aggregate consideration payable to stockholders
based on the acceptance (up to any maximum specified in the terms of
the tender or exchange offer) of all shares validly tendered or
exchanged and not withdrawn as of the Expiration Time (the shares
deemed so accepted, up to any such maximum, being referred to as the
"PURCHASED SHARES") (excluding that portion of such consideration that
does not exceed 110% of the Current Market Price per share) and (y)
the product of the number of shares of Common Stock outstanding (less
any Purchased Shares) at the Expiration Time and the Current Market
Price per share of the Common Stock on the trading day next succeeding
the

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Expiration Time, such reduction to become effective immediately
prior to the opening of business on the day following the Expiration
Time. In the event that such tender or exchange offer is not so made,
the Conversion Price shall again be adjusted to be the Conversion
Price which would then be in effect if such record date had not been
fixed.

(f) The Company shall have the right to reduce from time
to time the Conversion Price by any amount selected by the Company for
any period of at least 30 days; provided, however, that the Company
shall give at least 15 days' prior notice of such reduction to the
Indenture Trustee, the Property Trustee, the holders of the Preferred
Securities (if the Trust then holds Debentures) and other Holders of
the Debentures. The Company may, at its option, make such reductions
in the Conversion Price, in addition to those set forth above in
Sections 13.4(a) through (e), as the Board of Directors deems
advisable to avoid or diminish any income tax to holders of Common
Stock resulting from any dividend or distribution of stock (or rights
to acquire stock) or from any event treated as such for income tax
purposes. No adjustment of the Conversion Price will be made upon the
issuance of any shares of Common Stock of the Company pursuant to any
present or future plan providing for the reinvestment of dividends or
interest payable on securities of the Company and the investment of
additional optional amounts in shares of Common Stock of the Company
under any such plan, or the issuance of any shares of Common Stock or
options or rights to purchase such shares pursuant to any present or
future employee benefit plan or program of the Company or pursuant to
any option, warrant, right, or exercisable, exchangeable or
convertible security which does not constitute an issuance to all
holders of Common Stock or a class thereof, of rights or warrants
entitling holders of such rights or warrants to subscribe for or
purchase Common Stock at less than the Current Market Price. There
shall also be no adjustment of the Conversion Price in case of the
issuance of any Common Stock (or securities convertible into or
exchangeable for Common Stock), except as specifically described
above.

(g) If any action would require adjustment of the
Conversion Price pursuant to more than one of the provisions described
above, only one adjustment shall be made and such adjustment shall be
the amount of adjustment that has the highest absolute value to the
Holder of the Debentures.

SECTION 13.5. FUNDAMENTAL CHANGE.

(a) If any transaction shall occur (including, without
limitation, (i) any recapitalization or reclassification of shares of
Common Stock (other than a change in par value, or from par value to
no par value, or from no par value to par value or as a result of a
subdivision or combination of Common Stock), (ii) any consolidation or
merger of the Company with or into another person or any merger of
another person into the Company (other than a merger that does not
result in a reclassification, conversion, exchange or cancellation of
Common Stock), (iii) any sale or transfer of all or substantially
all of the assets of the Company, or (iv) any compulsory share
exchange), in each case pursuant to which either shares of Common
Stock shall be converted into the right to receive other securities,
cash or other property, or, in the case of a sale or transfer of all
or substantially

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all of the assets of the Company, the holders of Common Stock shall be
entitled to receive other securities, cash or other property, then
appropriate provision shall be made so that the holder of each
Debenture then outstanding shall have the right thereafter to convert
such Debenture only into:

(x) in the case of any such transaction that does
not constitute a Stock Fundamental Change (as defined) and
subject to funds being legally available for such purpose
under applicable law at the time of such conversion, the kind
and amount of the securities, cash or other property that
would have been receivable upon such recapitalization,
reclassification, consolidation, merger, sale, transfer or
share exchange by a holder of the number of shares of Common
Stock issuable upon conversion of such Debenture immediately
prior to such recapitalization, reclassification,
consolidation, merger, sale, transfer or share exchange, after
giving effect, in the case of any Non-Stock Fundamental Change
(as defined), to any adjustment in the conversion price in
accordance with clause (i) of the following paragraph, and

(y) in the case of any such transaction that
constitutes a Stock Fundamental Change, common stock of the
kind received by holders of Common Stock as a result of such
Stock Fundamental Change in an amount determined in accordance
with clause (ii) of the following paragraph.

The company formed by such consolidation or resulting from
such merger or that acquires such assets or the Company's shares, as
the case may be, shall in its certificate or articles of incorporation
or other constituent document establish such a conversion right. Such
certificate or articles of incorporation or other constituent document
shall provide for adjustments that, for events subsequent to the
effective date of such certificate or articles of incorporation or
other constituent document, shall be as nearly equivalent as may be
practicable to the relevant adjustments provided for in Section 13.4
and this Section 13.5.

(b) The Holders of Debentures will have no voting rights
with respect to any transaction described in this section.

(c) Notwithstanding any other provision in the preceding
Section 13.5(a) to the contrary, if any Fundamental Change occurs,
then the conversion price in effect immediately prior to such
Fundamental Change will be adjusted as follows:

(i) in the case of a Non-Stock Fundamental
Change, the conversion price of the Debentures will be
adjusted to equal the lower of (A) the conversion price in
effect immediately prior to such Non-Stock Fundamental Change
(after giving effect to any other prior adjustments effected
pursuant to the preceding paragraphs) and (B) the product of
(1) the greater of the Applicable Price (as defined) and the
then applicable Reference Market Price (as defined) and (2) a
fraction, the numerator of which will be $50 and the
denominator of which will be

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(x) the amount of the redemption price for the Debenture if
the redemption date were the date of such Non-Stock
Fundamental Change (or, for the twelve-month periods
commencing on the date of original issue of the Debentures
through March 30, 1999 and the twelve-month periods commencing
April 1, 1999 and 2000 (through April 1, 2001) the product of
105.500%, 104.813% and 104.125%, respectively, times $50) plus
(y) any then-accrued and unpaid interest (including Additional
Interest and Liquidated Damages, if any) on one Debenture; and

(ii) in the case of a Stock Fundamental Change,
the conversion price of the Debentures immediately following
such Stock Fundamental Change will be the conversion price in
effect immediately prior to such Stock Fundamental Change
(after giving effect to any other prior adjustments effected
pursuant to the preceding paragraphs) multiplied by a
fraction, the numerator of which will be the Purchaser Stock
Price (as defined) and the denominator of which will be the
Applicable Price; provided, however, that in the event of a
Stock Fundamental Change in which (A) 100% of the value of the
consideration received by a holder of Common Stock is common
stock of the successor, acquiror, or other third party (and
cash, if any, paid with respect to any fractional interests in
such common stock resulting from such Stock Fundamental
Change) and (B) all Common Stock will have been exchanged for,
converted into, or acquired for common stock of the successor,
acquiror, or other third party (and cash with respect to
fractional interests), the conversion price of the Debentures
shall be the conversion price in effect immediately prior to
such Stock Fundamental Change multiplied by a fraction, the
numerator of which will be one (1) and the denominator of
which will be the number of shares of common stock of the
successor, acquiror, or other third party received by a holder
of one share of Common Stock as a result of such Stock
Fundamental Change.

SECTION 13.6. NOTICE OF ADJUSTMENTS OF CONVERSION PRICE. Whenever
the Conversion Price is adjusted as herein provided:

(a) the Company shall compute the adjusted Conversion
Price and shall prepare a certificate signed by the Chief Financial
Officer or the Treasurer of the Company setting forth the adjusted
Conversion Price and showing in reasonable detail the facts upon which
such adjustment is based, and such certificate shall forthwith be
filed with the Indenture Trustee, the Conversion Agent and the
transfer agent for the Preferred Securities and the Debentures; and

(b) a notice stating the Conversion Price has been
adjusted and setting forth the adjusted Conversion Price shall as soon
as practicable be mailed by the Company to all record holders of
Preferred Securities and the Debentures at their last addresses as
they appear upon the stock transfer books of the Company and the Trust
and the Securities Registrar.

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SECTION 13.7. PRIOR NOTICE OF CERTAIN EVENTS. In case:

(i) the Company shall (A) declare any dividend (or any
other distribution) on its Common Stock, other than (x) a dividend
payable in shares of Common Stock or (y) a dividend payable in cash
that would not require an adjustment pursuant to Section 13.4(c) or
(B) authorize a tender or exchange offer that would require an
adjustment pursuant to Section 13.4(e) (or shall amend any such tender
or exchange offer to change the maximum number of shares being sought
or the amount or type of consideration being offered (including by
exchange) therefor); or

(ii) the Company shall authorize the granting to all
holders of Common Stock of rights or warrants to subscribe for or
purchase any shares of Capital Stock of the Company of any class or
series or of any other rights or warrants to acquire Capital Stock of
the Company; or

(iii) of any reclassification of Common Stock (other than a
subdivision or combination of the outstanding Common Stock, or a
change in par value, or from par value to no par value, or from no par
value to par value), or of any consolidation or merger to which the
Company is a party and for which approval of stockholders of the
Company shall be required, or of the sale or transfer of all or
substantially all of the assets of the Company or of any compulsory
share exchange whereby the Common Stock is converted into other
securities, cash or other property; or

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

then the Company, (A) shall if any Preferred Securities are outstanding under
the Declaration, cause to be filed with the transfer agent for the Preferred
Securities, and shall cause to be mailed to the holders of record of the
Preferred Securities, at their last addresses as they shall appear upon the
stock transfer books of the Trust or (B) shall cause to be mailed to all
Holders at their last addresses as they shall appear in the Securities
Register, at least 15 days prior to the applicable record, effective or
expiration date hereinafter specified, a notice stating (x) the date on which a
record (if any) is to be taken for the purpose of such dividend, distribution,
rights or warrants or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend,
distribution, rights or warrants are to be determined, (y) the date on which
such reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, share exchange, dissolution, liquidation or winding up or (z) the
date on which such tender or exchange offer (other than an exchange offer
contemplated by clause (y) above) commenced, the date on which such tender or
exchange offer is scheduled to expire unless extended, the consideration
offered and the other material terms thereof (or the material terms of any
amendment thereto); but no failure to mail such notice or any defect therein

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or in the mailing thereof shall affect the validity of the corporate action
required to be specified in such notice.

SECTION 13.8. DIVIDEND OR INTEREST REINVESTMENT PLANS.
Notwithstanding anything to the contrary in this Article 13, no adjustment of
the Conversion Price will be made upon the issuance of any shares of Common
Stock pursuant to any present or future plan providing for the reinvestment of
dividends or interest payable on securities of the Company and the investment
of additional optional amounts in shares of Common Stock under any such plan,
or the issuance of any shares of Common Stock or options or rights to purchase
such shares pursuant to any employee benefit plan or program of the Company or
pursuant to any option, warrant, right or exercisable, exchangeable or
convertible security outstanding as of the date the Debentures were first
issued, which does not constitute an issuance to all holders of Common Stock
(or a class thereof) of rights or warrants entitling holders thereof to
subscribe for or purchase Common Stock at less than the Current Market Price.
There shall also be no adjustment of the Conversion Price in case of the
issuance of any Common Stock (or securities convertible into or exchangeable
for Common Stock), including, without limitation, in connection with any
acquisition not constituting a Fundamental Change, except as specifically
described in this Article 13.

SECTION 13.9. CERTAIN ADDITIONAL RIGHTS.

In case the Company shall, by dividend or otherwise, declare or make a
distribution on its Common Stock referred to in Section 13.4(c) or 13.4(d)
(including, without limitation, dividends or distributions referred to in the
last sentence of Section 13.4(c)), the Holders of the Debentures, upon the
conversion thereof subsequent to the close of business on the date fixed for
the determination of stockholders entitled to receive such distribution and
prior to the effectiveness of the Conversion Price adjustment in respect of
such distribution, shall also be entitled to receive for each share of Common
Stock into which the Debentures are converted, the portion of the shares of
Common Stock, rights, warrants, evidences of indebtedness, shares of capital
stock, cash and assets so distributed applicable to one share of Common Stock;
provided, however, that, at the election of the Company (whose election shall
be evidenced by a resolution of the Board of Directors) with respect to all
Holders so converting, the Company may, in lieu of distributing to such Holder
any portion of such distribution not consisting of cash or securities of the
Company, pay such Holder an amount in cash equal to the fair market value
thereof as determined in good faith by the Board of Directors, whose
determination shall be conclusive and described in a resolution of the Board of
Directors). If any conversion of Debentures described in the immediately
preceding sentence occurs prior to the payment date for a distribution to
holders of Common Stock which the Holder of Debentures so converted is entitled
to receive in accordance with the immediately preceding sentence, the Company
may elect (such election to be evidenced by a resolution of the Board of
Directors) to distribute to such Holder a due bill for the shares of Common
Stock, rights, warrants, evidences of indebtedness, shares of capital stock,
cash or assets to which such Holder is so entitled, provided, that such due
bill (i) meets any applicable requirements of the principal national securities
exchange or other market on which the Common Stock is then traded and (ii)
requires payment or delivery of such shares of Common Stock, rights, warrants,
evidences of indebtedness, shares of capital stock, cash or assets no later
than the

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date of payment or delivery thereof to holders of shares of Common Stock
receiving such distribution.

SECTION 13.10. RESTRICTIONS ON COMMON STOCK ISSUABLE UPON
CONVERSION.

(a) Shares of Common Stock to be issued upon conversion
of a Debenture in respect of Restricted Preferred Securities shall
bear such restrictive legends as the Company may provide in accordance
with applicable law.

(b) If shares of Common Stock to be issued upon
conversion of a Debenture in respect of Restricted Preferred
Securities are to be registered in a name other than that of the
Holder of such Preferred Security, then the Person in whose name such
shares of Common Stock are to be registered must deliver to the
Conversion Agent a certificate satisfactory to the Company and signed
by such Person, as to compliance with the restrictions on transfer
applicable to such Preferred Security. Neither the Company, the
Indenture Trustee nor any Conversion Agent or Registrar shall be
required to register in a name other than that of the Holder shares of
Common Stock issued upon conversion of any such Debenture in respect
of such Preferred Securities not so accompanied by a properly
completed certificate.

SECTION 13.11. INDENTURE TRUSTEE NOT RESPONSIBLE FOR DETERMINING
CONVERSION PRICE OR ADJUSTMENTS. Neither the Indenture Trustee nor any
Conversion Agent shall at any time be under any duty or responsibility to any
Holder of any Debenture or to any holder of a Preferred Security to determine
whether any facts exist which may require any adjustment of the Conversion
Price, or with respect to the nature or extent of any such adjustment when
made, or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same. Neither the Indenture
Trustee nor any Conversion Agent shall be accountable with respect to the
validity or value (or the kind of account) of any shares of Common Stock or of
any securities or property, which may at any time be issued or delivered upon
the conversion of any Debenture; and neither the Indenture Trustee nor any
Conversion Agent makes any representation with respect thereto. Neither the
Indenture Trustee nor any Conversion Agent shall be responsible for any failure
of the Company to make any cash payment or to issue, transfer or deliver any
shares of Common Stock or stock certificates or other securities or property
upon the surrender of any Debenture for the purpose of conversion, or, to
comply with any of the covenants of the Company contained in Article 10 or this
Article 13.

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

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.

SUIZA FOODS CORPORATION

By: /s/ Gregg L. Engles
-----------------------------------
Name: Gregg L. Engles
Title: Chairman and Chief Executive Officer

WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
Indenture Trustee

By: /s/ Patricia A. Evans
-----------------------------------
Name: Patricia A. Evans
Title: Financial Services Officer

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100

PREFERRED SECURITIES CERTIFICATE

THIS PREFERRED SECURITY IS A BOOK-ENTRY PREFERRED SECURITIES
CERTIFICATE WITHIN THE MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE
OF DTC. THIS PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS
PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE
BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF
DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (55 WATER STREET, NEW YORK, NEW YORK), TO SUIZA CAPITAL
TRUST II OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER"
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT
RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK,
IF ANY, ISSUABLE UPON CONVERSION OR EXCHANGE OF SUCH SECURITY EXCEPT (A) TO
SUIZA FOODS CORPORATION OR A SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, OR
(C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) AND (3) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THE SECURITY EVIDENCED HEREBY
101
PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE
SECURITY EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON
THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
CERTIFICATE TO THE TRUSTEE FOR THE PREFERRED SECURITIES OR THE DEBENTURES, AS
THE CASE MAY BE (OR, IF THIS CERTIFICATE EVIDENCES COMMON STOCK, SUCH HOLDER
MUST FURNISH TO THE TRANSFER AGENT), TOGETHER WITH SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS SUIZA FOODS CORPORATION, THE TRUSTEE OR THE
TRANSFER AGENT, AS APPLICABLE, MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND
WILL BE REMOVED AFTER THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES
OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT.
102
Certificate Number Number of Preferred Securities
1 4,000,000

CUSIP 86507G200

Certificate Evidencing Preferred Securities
of
Suiza Capital Trust II
5 1/2 % Convertible Preferred Securities
(Liquidation Amount $50 per Preferred Security)

Suiza Capital Trust II, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co.
(the "Holder") is the registered owner of 4,000,000 preferred securities of the
Trust representing an undivided beneficial interest in the assets of the Trust
and designated the Suiza Capital Trust II 5 1/2% Trust Convertible Preferred
Securities (liquidation amount $50 per Preferred Security) (the "Preferred
Securities"). The Preferred Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Declaration (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Declaration of the Trust dated as of March 24, 1998, as the same may be amended
from time to time (the "Declaration"), including the designation of the terms
of Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Guarantee Agreement entered into by Suiza Foods Corporation, a
Delaware corporation, and Wilmington Trust Company, as Guarantee Trustee, dated
as of March 24, 1998 (the "Guarantee"), to the extent provided therein. The
Trust will furnish a copy of the Declaration and the Guarantee to the Holder
without charge upon written request to the Trust at its principal place of
business or registered office.

Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

By acceptance of this Security, the Holder agrees to treat, for United
States federal income tax purposes, the Debentures as indebtedness and the
Preferred Securities as evidence of beneficial ownership in the Debentures.

This Preferred Security is governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to principles of
conflict of laws.
103
IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust
has executed this certificate this ____ day of March, 1998.

SUIZA CAPITAL TRUST II

By:
-----------------------------------
Name:
not in his individual capacity but
solely as an Administrative Trustee

PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Preferred Securities referred to in the
within-mentioned Declaration.

Dated: March __, 1998

WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as Property Trustee

By:
-----------------------------------
Authorized Signatory
104
ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this
Preferred Security to:

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

- --------------------------------------------------------------------------------
(Insert assignee's social security or tax identification number)

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

- --------------------------------------------------------------------------------
(Insert address and zip code of assignee)

and irrevocably appoints

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

agent to transfer this Preferred Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date:
-----------------------------------

Signature:
------------------------------

(Sign exactly as our name appears on the other side of this Preferred Security
Certificate)
105
SCHEDULE A

The initial number of Preferred Securities represented by this Rule
144A Global Certificate shall be 4,000,000. The following increases or
decreases in the number of Preferred Securities represented by this Global
Certificate have been made:

============================================================================================================
Date Made Amount of increase in Amount of increase in Number of Preferred Signature of
number of Preferred number of Preferred Securities authorized officer of
Securities represented Securities represented by this Property Trustee or
by this Global represented by this Global Certificate Securities Custodian
Certificate Global Certificate following such
decrease or increase

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

106

SUIZA FOODS CORPORATION

5 1/2% Convertible Subordinated Debenture due April 1, 2028, $618,556,750

No. 1

Suiza Foods Corporation, a corporation organized and existing under
the laws of Delaware (hereinafter called the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Suiza Capital Trust II, or registered
assigns, the principal sum of six hundred eighteen million five hundred
fifty-six thousand seven hundred fifty dollars and 00/100's ($618,556,750) on
April 1, 2028 and to pay interest, plus Additional Interest, Additional Sums
and Liquidated Damages, if any, on said principal sum from March 24, 1998 or
from the most recent Interest Payment Date on which interest has been paid in
full or duly provided for, quarterly until the principal hereof is paid in full
or duly provided for or made available for payment, subject to deferral, as set
forth herein in arrears on January 1, April 1, July 1 and October 1 of each
year, (each such date, an "INTEREST PAYMENT DATE") commencing July 1, 1998 at
the rate of five and one-half percent (5 1/2%) per annum, until the principal
hereof shall have become due and payable, and thereafter such interest shall be
payable on demand.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

SUIZA FOODS CORPORATION

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

This is one of the Debentures
referred to in the within-mentioned
Indenture:

WILMINGTON TRUST COMPANY,
as Indenture Trustee

By:
-----------------------------
Authorized Signatory

Dated:
---------------------------

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107
This Debenture is one of a duly authorized issue of Debentures of the
Company (herein called the "DEBENTURES") limited to the aggregate principal
amount of $618,556,750, issued and to be issued under an Indenture, dated as of
March 24, 1998 (herein called the "INDENTURE"), between the Company and
Wilmington Trust Company, as Indenture Trustee (herein called the "INDENTURE
TRUSTEE," which term includes any successor Indenture Trustee under the
Indenture), to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Indenture Trustee, the
Company and the Holders of the Debentures, and of the terms upon which the
Debentures are, and are to be, authenticated and delivered. All terms used in
this Debenture that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. For periods of less than
three months, interest shall be computed on the actual number of elapsed days
over a month of 30 days. In the event that any date on which interest is
payable on this Debenture is not a Business Day, then a payment of the interest
on such date will be made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect of any such delay) with
the same force and effect as if made on the date the payment was originally
payable, except that if any Interest Payment Date is in the next succeeding
calendar year, then such payment shall be made on the immediately preceding
Business Day. A "BUSINESS DAY" shall mean any day other than a Saturday or a
Sunday or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to remain closed or a day on
which the Corporate Trust Office of the Indenture Trustee, or the principal
office of the Property Trustee under the Declaration is closed for business.
The interest installment so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Debenture (or one or more Predecessor Debentures, as
defined in the Indenture is registered at the close of business on the Regular
Record Date for such interest installment, which shall be the date which is the
fifteenth day preceding such Interest Payment Date. Any such interest
installment not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Debenture (or one or more Predecessor
Debentures) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Indenture Trustee,
notice whereof shall be given to Holders of Debentures not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Debentures may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.

2
108
with respect to, any shares of the Company's Capital Stock or (b) make any
payment of principal, interest or premium, if any, on or repay, repurchase or
redeem any debt securities (including guarantees of indebtedness) issued by the
Company that rank pari passu with or junior to this Debenture (other than with
respect to both (a) and (b) (i) any dividend, redemption, liquidation,
interest, principal or guarantee payment by the Company where the payment is
made with securities (including Capital Stock) that rank pari passu with or
junior to the securities on which such dividend, redemption, liquidation,
interest, principal or guarantee payment is being made, (ii) payments under the
Guarantee, (iii) purchases of Common Stock related to the issuance of Common
Stock under any of the Company's benefit plans for its directors, officers or
employees, (iv) as a result of a reclassification of the Company's Capital
Stock or the exchange or conversion of one series or class of the Company's
Capital Stock for another series or class of the Company's Capital Stock and
(v) the purchase of fractional interests in shares of the Company's Capital
Stock pursuant to the conversion or exchange provisions of such Capital Stock
or the security being converted or exchanged). Prior to the termination of any
such Extension Period the Company may further extend the interest payment
period; provided, however, that no Extension Period shall exceed 20 consecutive
quarters or extend beyond the Stated Maturity of this Debenture. Upon the
termination of any such Extension Period and upon the payment of all amounts
then accrued and unpaid, the Company may elect to begin a new Extension Period,
subject to the above requirements. No interest, including Additional Interest
and Liquidated Damages, if any, shall be due and payable during an Extension
Period except at the end thereof. The Company shall give the Indenture Trustee
and the Property Trustee under the Declaration notice of its election to begin
any Extension Period at least one Business Day prior to the earlier of (i) the
record date for the date the distributions on the Preferred Securities (or if
no Preferred Securities are outstanding, for the date interest on the
Debentures) would have been payable except for the election to begin such
Extension Period and (ii) the date the Property Trustee under the Declaration
is (or if no Preferred Securities are outstanding, the Indenture Trustee is)
required to give notice to the New York Stock Exchange or other applicable
self-regulatory organizations or to holders of such Preferred Securities (or,
if no Preferred Securities are outstanding, to the holders of such Debentures)
of such election.

The indebtedness evidenced by this Debenture, including the principal
thereof, premium, if any, and interest thereon is, to the extent and in the
manner set forth in the Indenture, expressly

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subordinated and subject in right of payment to the prior payment in full of
all Senior Debt, as defined in the Indenture, and this Debenture is issued
subject to the provisions of the Indenture, and each Holder of this Debenture,
by accepting the same, agrees to and shall be bound by such provisions and
authorizes and directs the Property Trustee on behalf of such Holder to take
such action as may be necessary or appropriate to acknowledge or effectuate, as
between the Holder and the holders of Senior Debt, the subordination as
provided in the Indenture and appoints the Property Trustee attorney-in-fact of
such Holder for any and all such purposes.

If a Special Event shall occur and be continuing, this Debenture shall
be exchangeable for Preferred Securities in accordance with Section 11.8 of the
Indenture or, in certain circumstances, redeemable by the Company in accordance
with Section 11.7 of the Indenture.

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110
The Indenture contains provisions for satisfaction, discharge and
defeasance of the entire indebtedness of this Debenture upon compliance by the
Company with certain conditions set forth in the Indenture.

The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debentures to be affected under the
Indenture at any time by the Company and the Indenture Trustee with the consent
of the Holders of a majority in principal amount of the Debentures. In
addition, without the consent of any Holder of a Debenture, the Indenture and
the Debentures may be amended and supplemented to cure any ambiguity or
inconsistency, make other changes which will not adversely affect in any
material aspect the rights of the Holders or certain other matters specified in
the Indenture. The Indenture also contains provisions permitting Holders of
specified percentages in principal amount of the Debentures at the time
Outstanding, on behalf of the Holders of all Debentures, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences, and, should the Holders of the
Debentures fail to annul and rescind such declaration, the holders of a
majority in liquidation amount of the Preferred Securities then outstanding
shall have the right. Any such consent or waiver shall be conclusive and
binding upon the Holder of this Debenture and upon all future Holders of this
Debenture and of any Debenture issued upon the registration of transfer hereof
or in exchange therefor or in lieu hereof, whether or not notation of such
consent or wavier is made upon this Debenture.

The holders of the Preferred Securities, the Debentures, the Guarantee
and the shares of Common Stock of the Company issuable upon conversion of the
Preferred Securities and Debentures (collectively, the "REGISTRABLE
SECURITIES") are entitled to the benefits of a Registration Rights Agreement,
dated as of March 24, 1998, among the Trust, the Company and the Purchasers
(the "REGISTRATION RIGHTS AGREEMENT"). Pursuant to the Registration Rights
Agreement, the Company and the Trust have agreed for the benefit of the holders
of Registrable Securities that (i) the Company and the Trust will, at the
Company's cost, within 90 days after the date of issuance of the Registrable
Securities, file a shelf registration statement (the "SHELF REGISTRATION
STATEMENT") with the Commission with respect to the resales of the Registrable
Securities, (ii) the Company will use its best efforts to cause such Shelf
Registration Statement to be declared effective by the Commission within 150
days after the date of issuance of the Registrable Securities and (iii) the
Company will use its best efforts to maintain such Shelf Registration Statement
continuously effective under the Securities Act until the second anniversary of
the date of issuance of the Registrable Securities or such earlier date as is
provided in the Registration Rights Agreement (the "EFFECTIVENESS PERIOD").
The Company will be permitted to suspend the use of the prospectus (which is a
part of the Shelf Registration Statement) in connection with sales of
Registrable Securities by holders during certain periods of

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111
time under certain circumstances relating to pending corporate developments
relating to the Company and public filings with the Commission and similar
events.

If (i) on or prior to the date 90 days after the date of original
issuance of the Registrable Securities, a Shelf Registration Statement has not
been filed with the Commission, or (ii) on or prior to the 150th day following
such original issuance of the Registrable Securities, such Shelf Registration
Statement is not declared effective by the Commission (each such event a
"REGISTRATION DEFAULT"), additional interest ("LIQUIDATED DAMAGES") will accrue
on the Debentures from and including the day following such Registration
Default until such time as such Shelf Registration Statement is filed or such
shelf Registration Statement is declared effective, as the case may be.
Liquidated Damages will be paid quarterly in arrears (subject to the Company's
ability to defer payment of Liquidated Damages during any Extension Period),
with the first quarterly payment due on the first Interest Payment Date
following the date on which such Liquidated Damages begin to accrue, and will
accrue at a rate per annum equal to an additional 0.25% of the principal amount
to and including the 90th day following such Registration Default and 0.50%
thereof from and after the 91st day following such Registration Default. In
the event that during the Effectiveness Period the Shelf Registration Statement
ceases to be effective, or the Company suspends the use of the prospectus which
is a part thereof, for more than 90 days, whether or not consecutive, during
any 12-month period then the interest rate borne by the Debentures will
increase by an additional 0.50% per annum from the 91st day of the applicable
12-month period such Shelf Registration Statement ceases to be effective or the
Company suspends the use of the prospectus which is a part thereof, as the case
may be, until the earlier of such time as (i) the Shelf Registration Statement
again becomes effective, (ii) the use of the related prospectuses ceases to be
suspended or (iii) the Effectiveness Period expires.

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112
Debentures of a different authorized denomination, as requested by the Holder
surrendering the same.

THE INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.

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113
ASSIGNMENT FORM

To assign this Debenture, fill in the form below:

(I) or (we) assign and transfer this Debenture to

- --------------------------------------------------------------------------------
(Insert assignee's social security or tax identification number)

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

- --------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint ______________________ agent to transfer this Debenture
on the books of the Company. The agent may substitute another to act for him.

Your Signature:
--------------------------------------------------------
(Sign exactly as your name appears on the other side of this Debenture)

Date:
------------------------------

Signature Guarantee:*
-----------------------------------------------------------

[Include the following if the Debenture bears a Restricted Securities Legend:]

In connection with any transfer of any of the Debentures evidenced by this
certificate, the undersigned confirms that such Debentures are being:

CHECK ONE BOX BELOW

(1) [__] exchanged for the undersigned's own account without transfer; or

(2) [__] transferred pursuant to and in compliance with Rule 144A under
the Securities Act of 1933;

(3) [__] transferred pursuant to and in compliance with Regulation S
under the Securities Act of 1933;

(4) [__] transferred pursuant to another available exemption from the
registration requirements of the Securities Act of 1933;

(5) [__] transferred pursuant to an effective Registration Statement
under the Securities Act of 1933.

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

114
Unless one of the boxes is checked, the Indenture Trustee will refuse to
register any of the Debentures evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if box
(3) or (4) is checked, the Indenture Trustee may require, prior to registering
any such transfer of the Securities such legal opinions, certifications and
other information as the Company has reasonably requested in writing and
directed the Indenture Trustee to require confirmation that such transfer is
being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act of 1933 as amended (the
"SECURITIES ACT"), such as the exemption provided by Rule 144 under the
Securities Act; provided, further, that after the date that a shelf
Registration Statement under the Securities Act has been filed and so long as
such shelf Registration Statement continues to be effective, the Indenture
Trustee may only permit transfers for which box (5) has been checked.

------------------------------
- ------------------------------
Signature
Signature Guarantee:*

------------------------------ ------------------------------
Signature must be guaranteed

[TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED]

Dated:
------------------------------ ------------------------------

------------------------------
Notice: To Be executed by an
executive officer]

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

115
NOTICE OF CONVERSION

To: Suiza Foods Corporation

Date:
-----------------------
in whole ___
in part ___ Portions of Debenture to be
converted ($50 or integral
multiples thereof):
$
--------------------------------------
Signature (for conversion only)
Please Print or Typewrite Name
and Address, Including Zip Code,
and Social Security or Other
Identifying Number

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

Signature Guarantee:*

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

* Signature must be guaranteed by an institution which is a member of
one of the following recognized Signature Guaranty Programs: (i) The
Securities Transfer Agent Medallion Program (STAMP); (ii) The New York
Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion
Program (SEMP); or (iv) in such other guarantee programs acceptable to the
Indenture Trustee.